Michael Potter
Corsair GamingAbout Michael Potter
Michael G. Potter, age 58, has served as Corsair Gaming’s Chief Financial Officer since November 2019 and is a Chartered Professional Accountant (CPA, CA). He previously held CFO roles at Canadian Solar (also Chief Legal Officer), Lattice Semiconductor, NeoPhotonics, and STATS ChipPAC, after earlier finance roles at Honeywell and audit work at KPMG in Montreal . During his tenure, Corsair’s GAAP revenue moved from $1,904 million in 2021 to $1,316 million in 2024, while the company’s cumulative TSR value of a fixed $100 investment stood at 46 for 2024; non‑GAAP adjusted operating income was certified at $46.0 million in 2024, below bonus plan thresholds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Canadian Solar | CFO & Chief Legal Officer | 2011–2016 | Oversaw finance and legal through scale-up at a Nasdaq-listed manufacturer |
| Lattice Semiconductor | CFO | Not disclosed | Led public company semiconductor finance; multiple CFO posts in sector |
| NeoPhotonics | CFO | Not disclosed | Managed finance for optical components maker |
| STATS ChipPAC | CFO | Not disclosed | Guided finance at semiconductor packaging firm |
| Honeywell | Finance/Accounting roles | ~6 years | Corporate finance experience in diversified industrials |
| KPMG (Montreal) | Auditor | Not disclosed | Public audit foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cordelio Power, Inc. | Director; Audit Committee Chair | Not disclosed | Governance and audit oversight at renewable power company |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 525,000 | 525,000 | 525,000 |
| Target Bonus (% of Salary) | Not disclosed | 75% | 75% |
| Actual Annual Bonus ($) | Not disclosed | 178,812 | 0 (no bonus paid) |
Performance Compensation
Annual Cash Bonus – 2024 Plan Design and Outcomes
| Component | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Corporate Revenue | 50% | $1,600.5m | $1,316m | 0% | Threshold 90% attainment; linear interpolation to max at 110% |
| Corporate Non‑GAAP Adjusted Operating Income (AOI) | 50% | $123.0m | $46.0m | 0% | Threshold 85% attainment; max at 115% |
| Individual Performance Factor (AOI gate) | n/a | $94m | Below minimum | 0% | Gate must be ≥75% of target |
Result: No cash bonuses to NEOs for FY 2024 performance, including Potter .
2024 Equity Grants (Granted 2/16/2024)
| Award Type | Shares/Units | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|
| Stock Options | 175,000 | 1,145,393 | Exercise price $13.54; 4-year vest with 1-year cliff then monthly; expires 2/15/2034 |
| RSUs | 28,000 | 379,120 | 4-year vest with 1-year cliff then quarterly |
| PSUs (Target) | 28,000 | 379,120 | Metrics: Revenue and AOI (50%/50%), 1/3 vests 12/31/2024 then quarterly over 2 years; none earned for 2024 |
PSU Performance Calibration – 2024
| Metric | Threshold | Target | Maximum | Outcome |
|---|---|---|---|---|
| Revenue | $1,440m (12.5% earned) | $1,601m (50% earned) | $1,761m (100% earned) | $1,316m (below threshold; 0% earned) |
| AOI (non‑GAAP) | $105m (12.5% earned) | $123m (50% earned) | $141m (100% earned) | $46.0m (below threshold; 0% earned) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 825,926 shares; <1% of outstanding |
| Shares Exercisable within 60 Days | 807,435 |
| Outstanding Unvested RSUs (12/31/2024) | 28,000 units; $185,080 market value at $6.61 close |
| Options (examples at 12/31/2024) | 11/1/2019: 520,000 exercisable at $7.78; 2/15/2023: 68,360 exercisable/80,788 unexercisable at $18.23; 2/16/2024: 175,000 unexercisable at $13.54 |
| Ownership Guidelines | Company had not implemented executive ownership guidelines as of proxy; may do so in future |
| Hedging/Pledging | Prohibited for employees/directors under insider trading policy |
| Clawback | SEC/Nasdaq-compliant compensation recovery policy effective Oct 2, 2023, applicable to Section 16 officers |
Employment Terms
- Employment Agreement and Severance (10/17/2019): If terminated without Cause or resigns for Good Reason, 12 months base salary and up to 12 months COBRA; upon CIC and qualifying termination within 12 months, lump sum 12 months base salary + target bonus, up to 12 months COBRA, and full equity vesting (50% acceleration if CIC occurs during first year of employment) .
- Definitions: Cause and Good Reason specified (material diminution, pay reduction beyond 10%, relocation >35 miles, with notice/cure periods) .
- Clawback and Insider Policies: Company clawback policy applicable; hedging/pledging prohibited .
Performance & Track Record
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($ millions) | 1,702 | 1,904 | 1,375 | 1,460 | 1,316 |
| Net Income (Loss) ($ millions) | 103 | 101 | (54) | (3) | (85) |
| Cumulative TSR value (fixed $100 invested) | 254 | 147 | 95 | 99 | 46 |
Notes: 2024 non‑GAAP AOI certified at $46.0 million; corporate and individual bonus components paid at 0% due to threshold misses .
Compensation Governance & Benchmarking
- Controlled Company: EagleTree holds >50% voting power; company relies on certain Nasdaq controlled company exemptions (committee composition, charters) .
- Compensation Committee & Consultant: Compensation committee utilizes Compensia for peer benchmarking; 2024 peer group included 19 companies across electronic components/equipment, semiconductors, consumer electronics, etc. (e.g., Logitech, Sonos, Viavi, Pure Storage, VIZIO) .
- Say-on-Pay: 92.7% support at 2024 annual meeting for fiscal 2023 NEO compensation .
Compensation Structure Analysis
- Increased at-risk pay discipline: 2024 design linked 75% of cash bonus to corporate metrics (Revenue/AOI) and 25% to an AOI-based individual factor; no discretionary override—payouts were 0% given underperformance versus thresholds .
- Equity mix: Continued use of options, RSUs, and PSUs; 2024 PSUs fully forfeited due to missed thresholds, reinforcing pay-for-performance alignment .
- Shareholder-friendly policies: Prohibitions on hedging/pledging and adoption of SEC/Nasdaq-compliant clawback policy; no tax gross-ups noted; limited perquisites .
Risk Indicators & Red Flags
- Controlled company governance may dilute independent oversight versus standard Nasdaq requirements .
- 2024 performance miss led to zero bonus and forfeited PSUs—indicative of operating headwinds (Revenue/AOI) .
- Clawback, hedging/pledging prohibitions, and Section 280G excise tax cutback language mitigate compensation risk .
Expertise & Qualifications
- Education: Graduate Diploma of Public Accountancy (McGill), BComm in Accounting (Concordia); CPA, CA .
- Technical/Industry: Deep CFO experience in semiconductors and solar; governance role at Cordelio Power, audit chair .
Investment Implications
- Strong pay-for-performance mechanics: 2024 zero cash bonus and forfeited PSUs underscore alignment; future upside requires delivering on Revenue/AOI targets to unlock variable comp—reducing immediate insider selling pressure from performance equity .
- Significant option overhang and scheduled RSU vesting could create periodic liquidity events; however, pledging/hedging prohibitions and absence of enforced ownership guidelines reduce forced selling signals; monitor Form 4s around quarterly vest dates and option expiries (e.g., 2034) .
- Governance profile as a controlled company and committee composition should be weighed against benchmarking rigor (Compensia) and strong shareholder support for say‑on‑pay; continued transparency on performance metrics and outcomes will be critical for investor confidence .