Samuel Szteinbaum
Corsair GamingAbout Samuel R. Szteinbaum
Independent director of Corsair Gaming (CRSR) since August 2017; age 62. Former Hewlett‑Packard executive (VP, Consumer Products Group; later VP & Chief Learning Officer), and current CEO/Chairman of The Wonder Years, a preschool provider he founded in 1988. Education: B.A. in Mathematics & Economics (UC Santa Cruz); M.S. in Management (Purdue). Designated an Audit Committee Financial Expert by CRSR’s board, reflecting deep financial literacy and technology-operations experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett‑Packard Company | VP, Consumer Products Group (Desktop & Notebook Computing); later VP & Chief Learning Officer | 1984–2008 | Senior P&L and operations roles in consumer PCs; enterprise learning leadership |
| The Wonder Years (private) | Founder; CEO & Chairman | 1988–present | Founder-operator experience; early education services leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asetek, Inc. (public, Oslo) | Chairman of the Board | Feb 2009–Oct 2018 | Board leadership of liquid-cooling hardware company |
| Sococo, Inc. (private) | Director | 2008–2012 | Private software company board service |
Board Governance
| Category | Details |
|---|---|
| Board class/term | Class I director; term expires at the 2027 annual meeting |
| Independence | Independent under Nasdaq rules; also meets heightened independence standards for Audit Committee membership |
| Committee assignments | Audit (member); Compensation (member); Nominating & Corporate Governance (member) |
| Committee chair roles | None (Audit Chair: Weisenburger; Compensation Chair: Cahilly; Nominating Chair: Majoros) |
| Audit financial expert | Board-designated “audit committee financial expert” with requisite financial sophistication |
| Attendance | In 2024: Board met 9x; Audit 5x; Comp 4x; Nominating 1x. Each director attended at least 75% of meetings of the board and committees on which they served |
| Executive sessions | Independent directors meet in regularly scheduled executive sessions |
- Controlled company context: EagleTree and affiliates hold ~53% of combined voting power; CRSR utilizes “controlled company” exemptions, so Compensation and Nominating committees are not composed entirely of independent directors .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee directors) | $65,000 per year |
| Committee fees (member) | Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $7,500 |
| 2024 Cash actually earned – Szteinbaum | $97,500 (sum of retainer + committee member fees) |
Performance Compensation
| Equity Element | 2024 Grant Mechanics | Vesting | 2024 Value – Szteinbaum |
|---|---|---|---|
| Annual RSUs (non‑employee director) | Target ~$100,000 value granted at annual meeting | Earlier of 1‑year anniversary or next annual meeting; change‑in‑control full vesting | $104,092 (grant date fair value) |
| Annual Stock Options (non‑employee director) | Target ~$100,000 value; strike = FMV at grant | Same cadence; change‑in‑control full vesting | $99,600 (grant date fair value) |
- Directors receive time‑based RSUs and options; no performance metrics apply to director equity grants (performance metrics and PSUs are for executives) .
- Hedging/pledging prohibited for directors; options are granted at FMV; equity fully vests upon a change in control under the 2020 Plan’s director program .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed (outside CRSR) |
| Prior public boards | Asetek, Inc. (Chairman), 2009–2018 |
| Committee interlocks | None: CRSR discloses no Compensation Committee interlocks or insider participation in 2024 |
Expertise & Qualifications
- Technology industry operator with prior HP PC segment leadership; founder‑CEO of education services business .
- Audit Committee Financial Expert designation and financial sophistication under SEC/Nasdaq standards .
- Independent director with committee experience across Audit, Compensation, and Nominating & Governance .
- Academic credentials in mathematics/economics and management (UC Santa Cruz; Purdue) .
Equity Ownership
| As of April 14, 2025 | Shares |
|---|---|
| Outstanding Shares Beneficially Owned | 298,955 |
| Shares Exercisable Within 60 Days | 91,097 |
| Total Beneficial Ownership | 390,052 |
| % of Shares Outstanding | <1% (asterisked per company table) |
| Awards Held at 12/31/2024 | Count |
|---|---|
| Options Outstanding (exercisable + unexercisable) | 82,223 |
| Unvested Stock Awards Outstanding | 8,874 |
- Stock ownership guidelines: CRSR has not implemented executive or non‑employee director stock ownership guidelines (may implement in future) .
- Hedging and pledging of company stock are prohibited for directors .
Governance Assessment
Positives
- Independent director with broad committee service; designated Audit Committee Financial Expert, enhancing board oversight of financial reporting and controls .
- Strong attendance disclosure for 2024; independent director executive sessions occur regularly .
- Director equity is at‑risk (options/RSUs) with vesting over time; hedging/pledging prohibited; clawback policy adopted in compliance with Section 10D .
Watch‑outs / RED FLAGS
- Controlled company: EagleTree controls ~53% voting power; CRSR uses controlled company exemptions such that Compensation and Nominating committees include non‑independent members. Potential for perceived influence by controlling shareholder on pay/governance; Szteinbaum, while independent, serves alongside sponsor designees on these committees .
- No director stock ownership guidelines: absence of formal ownership requirements may weaken alignment optics versus governance best practice (though equity grants provide ongoing exposure) .
Related‑Party/Conflicts
- No related‑party transactions disclosed involving Szteinbaum. 2024 related‑party items primarily relate to EagleTree (management services travel/out‑of‑pocket reimbursements of $270,694; investor rights arrangements) and are overseen under the Related Person Transaction Policy and Audit Committee review .
Say‑on‑Pay and Shareholder Feedback
- 2024 “say on pay” (for 2023 NEO compensation): ~92.7% support; “say on pay” frequency every three years (per 2020 vote) .
Non‑Employee Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Samuel R. Szteinbaum | 97,500 | 104,092 | 99,600 | 301,192 |
Director Compensation Program (Key Terms)
- Cash: $65,000 annual retainer; Audit member $15,000 (chair $30,000); Compensation member $10,000 (chair $20,000); Nominating member $7,500 (chair $12,500). Paid quarterly in arrears .
- Equity: Annual grants at each annual meeting—options ($100,000 grant‑date value) and RSUs ($100,000). Options strike at FMV; equity vests by next annual meeting/1‑year; full vest on change‑in‑control; annual cap $500,000 (post first year) .
Board/Committee Structure Notes
- Audit Committee: Weisenburger (Chair), Bell, Cahilly, Szteinbaum; all meet financial literacy; all deemed audit committee financial experts; members meet heightened independence standards .
- Compensation Committee: Cahilly (Chair), Bagaria, Majoros, Szteinbaum, Kim; committee uses independent consultant Compensia (no conflicts) .
- Nominating & Corporate Governance Committee: Majoros (Chair), Bagaria, Martin, Szteinbaum .