Randall Weisenburger
Corsair GamingAbout Randall J. Weisenburger
Randall J. Weisenburger, age 66, has served on Corsair Gaming’s board since July 2018. He founded Mile 26 Capital, LLC in January 2015 and previously served as EVP & CFO of Omnicom Group (1998–Sept 2014), following senior roles at Wasserstein Perella/Wasserstein & Co.; he holds a B.S. in Accounting & Finance (Virginia Tech) and an MBA (Wharton), bringing deep finance and accounting credentials to Corsair’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omnicom Group Inc. | Executive Vice President & Chief Financial Officer | 1998–Sep 2014 | Senior finance leadership of a large multinational; capital markets and reporting expertise |
| Wasserstein Perella / Wasserstein & Co. | Founding Member; President & CEO (merchant banking subsidiary) | 1993–1998 | Led private equity and leveraged acquisitions; operating roles across portfolio companies |
| Collins & Aikman Corp. | Co‑Chairman | 1990s | Portfolio governance/turnaround exposure |
| Wickes Manufacturing | CEO | 1990s | Operating leadership in manufacturing |
| Maybelline Inc. | Vice Chairman | 1990s | Consumer brand oversight |
| American Law Media | Chairman | 1990s | Media governance |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Carnival Corporation & plc | Director | Current | Board member; interlock exists with CRSR director Jason G. Cahilly, who also serves on Carnival’s compensation and audit committees |
| Valero Energy Corporation | Director | Current | Compensation committee member |
| MP Materials Corp. | Director | Current | Board member |
| Wharton School (Univ. of Pennsylvania) | Board of Overseers (prior) | Prior | Advisory/oversight experience |
| Eisenhower Fellowships | Trustee (prior) | Prior | Non‑profit governance |
| NYC Health & Hospital Foundation | Board member (prior) | Prior | Healthcare philanthropy governance |
| U.S. Ski & Snowboard Foundation | Board member (prior) | Prior | Sports philanthropy governance |
Board Governance
- Committees and roles
- Audit Committee Chair; members include Weisenburger (Chair), Diana Bell, Jason G. Cahilly, Samuel R. Szteinbaum; all meet financial literacy and are designated “audit committee financial experts”; all meet heightened independence standards under Nasdaq .
- Audit Committee scope includes auditor appointment/oversight, quarterly/annual reporting review, treasury and cash management oversight, cybersecurity controls, ethics investigations, and approval of related party transactions per policy .
- Independence and structure
- Board determined Weisenburger is “independent” under Nasdaq rules; Corsair is a “controlled company” (EagleTree ~53% voting power) and relies on certain Nasdaq governance exemptions (majority independence not required; some committees not fully independent), which reduces minority shareholder protections .
- Attendance and engagement
- In 2024: Board met 9 times; Audit met 5; Compensation met 4; Nominating & Governance met 1. Each director attended at least 75% of applicable meetings; independent directors hold regular executive sessions .
- Audit Committee report
- Audit Committee (including Weisenburger) recommended inclusion of 2024 audited financials in Form 10‑K after discussions with KPMG on required PCAOB communications and independence .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash fees (retainer + committee) | $95,000 | Annual director retainer $65,000; Audit Chair fee $30,000; paid quarterly in arrears |
| RSU grant (grant‑date fair value) | $104,092 | Annual RSU grant target value $100,000 under Director Compensation Program; fair value per ASC 718 |
| Option grant (grant‑date fair value) | $99,600 | Annual option grant target value $100,000; exercise price at grant FMV |
| Total 2024 director compensation | $298,692 | Sum of cash, RSUs, and options |
Director Compensation Program parameters
| Element | Policy |
|---|---|
| Annual cash retainer | $65,000 |
| Audit Committee Chair fee | $30,000; members $15,000 |
| Compensation Committee Chair fee | $20,000; members $10,000 |
| Nominating & Governance Chair fee | $12,500; members $7,500 |
| Annual equity awards | $100,000 options + $100,000 RSUs granted at annual meeting |
| Vesting | Annual awards vest on earlier of 1st anniversary or next annual meeting; continued service required |
| Change in Control | All director equity awards vest in full upon Change in Control (as defined in 2020 Plan) |
| Annual cap | First year ≤$1,000,000; thereafter ≤$500,000 (cash + equity) |
Performance Compensation
- Director equity is time‑based; no performance metrics disclosed for non‑employee director awards. Awards vest per schedule; no TSR/EBITDA/revenue metrics apply to director grants . | Metric Type | Applies to Director Awards? | Details | |---|---|---| | TSR percentile | No | Not used in director compensation | | Revenue/EBITDA targets | No | Not used in director compensation | | Time‑based vesting | Yes | RSUs and options vest per schedule above | | Change‑of‑Control acceleration | Yes | Full vesting upon CoC |
Outstanding director equity (as of Dec 31, 2024)
| Instrument | Quantity | Status |
|---|---|---|
| Options outstanding | 132,223 | Exercisable/unexercisable aggregate; grant details per ASC 718 in 10‑K Note 10 |
| Unvested RSUs | 8,874 | Subject to time‑based vesting |
Other Directorships & Interlocks
| Company | Shared Interlock | Nature |
|---|---|---|
| Carnival Corporation & plc | Yes | Weisenburger and CRSR director Jason G. Cahilly both serve on Carnival’s board (Cahilly on compensation and audit committees), creating a board‑level interlock that may affect information flow/time commitments |
| Valero Energy Corporation | No disclosed CRSR overlap | Weisenburger serves; he is a member of Valero’s compensation committee |
| MP Materials Corp. | No disclosed CRSR overlap | Weisenburger serves as director |
Expertise & Qualifications
- Financial expert designation and sophistication under SEC/Nasdaq; chairs Audit Committee overseeing financial reporting, treasury, cybersecurity, and related‑party reviews .
- Senior public‑company CFO and private equity/merchant banking background; extensive M&A and operations experience across consumer, manufacturing, and media .
- Education: B.S. (Virginia Tech) and MBA (Wharton) .
Equity Ownership
| Item (as of Apr 14, 2025) | Shares | % Ownership |
|---|---|---|
| Outstanding shares beneficially owned | 83,888 | <1% |
| Shares exercisable within 60 days | 141,097 | — |
| Total beneficial ownership | 224,985 | <1% |
Policy framework and alignment
- No director/executive stock ownership guidelines implemented; company may consider implementing in future (alignment gap) .
- Hedging and pledging of company stock prohibited for directors and employees; no short sales or derivatives permitted .
- Clawback policy adopted (Section 10D/NYSE) for incentive‑based comp of current/former Section 16 officers (note scope) .
Governance Assessment
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Strengths
- Independent Audit Chair and SEC‑defined “financial expert”; heightened independence met for Audit Committee membership .
- Robust audit scope including cybersecurity and related‑party transaction approvals; formal Related Person Transaction Policy overseen by Audit Committee .
- Regular executive sessions among independent directors; minimum attendance threshold met; active 2024 meeting cadence (Board 9, Audit 5) supporting oversight .
- Hedging/pledging prohibited; equity awards structured with reasonable annual caps; independent comp consultant engaged (Compensia) and director market analysis considered .
-
Risks and RED FLAGS
- Controlled company status with EagleTree (~53% voting power) and use of Nasdaq exemptions reduces minority investor protections; some committees not fully independent .
- No stock ownership guidelines for directors/executives—a notable alignment gap for governance investors .
- Board interlock at Carnival with fellow CRSR director (Cahilly) could raise concerns about time commitments and information ecosystems; monitor for cross‑board influences and potential perceptions of group‑think .
- Individual ownership is <1%, which may be viewed as limited “skin‑in‑the‑game” (mitigated by annual equity grants) .
-
Overall implication: Weisenburger’s credentials and Audit Chair role support board effectiveness in financial oversight. Key watch‑items are broader board independence due to controlled company status and the absence of director ownership guidelines—both factors can temper investor confidence in alignment and checks‑and‑balances .