Stuart Martin

About Stuart A. Martin

Stuart A. Martin, age 43, has served on Corsair Gaming’s board since August 2017. He is an employee of EagleTree Capital and is not considered an independent director under Nasdaq rules due to EagleTree’s control position; his background spans leveraged finance at UBS Los Angeles and consumer products investing at EagleTree. Martin holds a B.A. in Economics from Pomona College (Phi Beta Kappa) and currently serves on the boards of Lignetics, MacKenzie‑Childs, Summit Hill Foods, and Warbird Marine Holdings; prior boards include Harry & David, Paris Presents, and So Delicious Dairy Free .

Past Roles

External Roles

Board Governance

• Classification and tenure: Martin is a Class II director; his term is expiring at the 2025 Annual Meeting and he has been nominated to serve a three‑year term through the 2028 Annual Meeting if elected .
• Committee assignments: Member, Nominating and Corporate Governance Committee (Majoros, Chair; members: Bagaria, Martin, Szteinbaum) .
• Independence: Not independent—board determined Bagaria, Majoros, Martin, Paul, and La are not independent (EagleTree employees or company executives); five of ten directors are independent overall .
• Controlled company exemptions: CRSR relies on Nasdaq “controlled company” exemptions; committees need not be fully independent; EagleTree designates directors and committee representation under Investor Rights Agreement .
• Attendance and engagement: In 2024, the board met 9 times; audit 5; compensation 4; nominating & governance 1. Each director attended at least 75% of applicable meetings; independent directors hold regular executive sessions .

Fixed Compensation

• Program scope: Non‑employee directors are paid under the Director Compensation Program, except those who are employees of the Company or any parent/subsidiary or serve as stockholder representatives—excluded individuals do not receive program compensation .
• Cash retainer and committee fees (program terms): Annual retainer $65,000; Audit Chair $30,000/Members $15,000; Compensation Chair $20,000/Members $10,000; Nominating & Governance Chair $12,500/Members $7,500 .
• Martin’s 2024 director pay: No cash fees, no stock awards, no option awards reported (consistent with exclusion as a stockholder representative) .

Performance Compensation

• Equity program (general terms): Annual RSUs ($100,000 grant date value) and stock options ($100,000 grant date value) granted at the annual meeting to eligible non‑employee directors; options strike price = FMV on grant; annual awards vest on earlier of 1‑year anniversary or next annual meeting; equity awards vest fully upon Change in Control; annual cap $500,000 (first‑year cap $1,000,000) .
• Martin’s FY2024 equity: No RSUs and no options granted (excluded from program); no unvested awards and no options outstanding .

No performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for director compensation; the program describes time‑based RSUs and options for eligible directors without performance conditions .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and strategic expertise in consumer products investing; leveraged finance background (UBS LA) .
• Board experience across multiple consumer brands, with ongoing oversight and portfolio governance roles .
• Education: B.A. Economics, Pomona College; Phi Beta Kappa .

Equity Ownership

• Beneficial ownership: No CRSR shares or options reported for Martin as of April 14, 2025; EagleTree (affiliated controlling stockholder) holds 56,300,771 shares (53.20%) .

Governance Assessment

• Independence and conflicts: Martin is not independent due to employment with EagleTree, which controls CRSR via >50% voting power; EagleTree’s Investor Rights Agreement embeds board and committee representation and board size changes requiring EagleTree designee approval above ownership thresholds—this concentration is a governance red flag for minority shareholders and raises potential conflicts of interest in director nominations and governance oversight .
• Compensation alignment: Martin received no director cash or equity compensation in FY2024, consistent with exclusion for stockholder representatives; combined with zero reported personal CRSR share ownership, his alignment is via EagleTree’s stake rather than direct CRSR holdings, potentially prioritizing controlling shareholder interests over minority shareholders .
• Committee effectiveness: Martin serves on Nominating & Corporate Governance, which—under controlled company exemptions—is not fully independent; this may weaken independent oversight of board composition and governance policies, though the committee maintains a charter and defined review criteria .
• Attendance and engagement: Board and committee cadence was regular in 2024, and each director met the ≥75% attendance threshold, suggesting satisfactory baseline engagement .
• Additional signals: Use of Compensia as independent compensation consultant for executives (not directors) and disclosure of consultant independence is positive; however, non‑employee director compensation decisions are not benchmarked to a single peer group, and committee independence is limited under controlled company status .

Red Flags

• Controlled company status with investor rights that guarantee EagleTree’s board and committee representation and allow significant governance influence, including change to board size requiring EagleTree designee approval when ownership exceeds 20% .
• Non‑independent director serving on Nominating & Governance Committee; limited independent majority on key committees under controlled company exemptions .
• No personal CRSR share ownership reported for Martin and no director compensation; alignment primarily through controlling shareholder, potentially misaligned with minority holders .
• Related‑party expenses under the management services agreement ($270,694 in FY2024) indicate ongoing financial ties to the controlling shareholder .