Corsair Gaming, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective at a reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective, at the reasonable assurance level, as of December 31, 2022. The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. Not Applicable. 87 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this Item that is found in our Definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2023 Annual Meeting of Stockholders, or the Proxy Statement, is incorporated herein by reference to our Proxy Statement. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 11. Executive Compensation. The information required by this Item is incorporated herein by reference to our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item is incorporated herein by reference to our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item is incorporated herein by reference to our Proxy Statement. Item 14. Principal Accounting Fees and Services. The information required by this Item is incorporated herein by reference to our Proxy Statement. 88 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements See the “Index to Consolidated Financial Statements” under Part II, Item 8 of this report. 2. Financial Statement Schedules All financial schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required information is included in the consolidated financial statements and notes thereto included in this report. 3. Exhibits Incorporated by Reference Exhibit Number Description Form Date Number Filed Here with 3.1 Second Amended and Restated Certificate of Incorporation. 8-K September 25, 2020 3.1 3.2 Amended and Restated Bylaws. 8-K September 25, 2020 3.2 4.1 Form of Stock Certificate. S-1/A September 18, 2020 4.2 4.2 Description of Corsair’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10-K March 11, 2021 4.3 4.3 Investor Rights Agreement, by and between Corsair Gaming, Inc. and Corsair Group (Cayman), LP. S-1/A September 18, 2020 4.3 4.4 Registration Rights Agreement, by and between Corsair Gaming, Inc. and Corsair Group (Cayman), LP. S-1/A September 14, 2020 4.4 10.1# Form of Indemnification Agreement to be entered into between Corsair Gaming, Inc. and each of its directors and executive officers. S-1 August 21, 2020 10.1 10.2# Corsair Gaming, Inc. Equity Incentive Program S-1/A September 18, 2020 10.2 10.2(a)# Form of Unit Award Agreement (U.S. Form) under EagleTree-Carbide Holdings (Cayman), LP Equity Incentive Program S-1 August 21, 2020 10.2(a) 10.2(b)# Form of Unit Award Agreement (Non-U.S. Form) under EagleTree-Carbide Holdings (Cayman), LP Equity Incentive Program S-1 August 21, 2020 10.2(b) 10.3# 2020 Incentive Award Plan S-1/A September 14, 2020 10.3 10.3(a)# Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan. S-1/A September 14, 2020 10.3(a) 89 Table of Contents 10.3(b)# Form of Restricted Stock Award Grant Notice under the 2020 Incentive Award Plan. S-1/A September 14, 2020 10.3(b) 10.3(c)# Form of Restricted Stock Unit Award Grant Notice under the 2020 Incentive Award Plan. S-1/A September 14, 2020 10.3(c) 10.4# 2020 Employee Stock Purchase Plan. S-1/A September 14, 2020 10.4 10.5(a) First Lien Credit and Guaranty Agreement, dated as of August 28, 2017, by and among Corsair Group (Cayman), LP and certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1 August 21, 2020 10.5(a) 10.5(b) Amendment No. 1 to First Lien Credit and Guaranty Agreement, dated as of October 3, 2017, by and among Corsair Group (Cayman), LP and certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1 August 21, 2020 10.5(b) 10.5(c) Amendment No. 2 to First Lien Credit and Guaranty Agreement, dated as of March 29, 2018, by and among Corsair Group (Cayman), LP and certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1 August 21, 2020 10.5(c) 10.6(a) Second Lien Credit and Guaranty Agreement, dated as of August 28, 2017, by and among Corsair Group (Cayman), LP and certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1 August 21, 2020 10.6(a) 10.6(b) Amendment No. 1 to Second Lien Credit and Guaranty, dated as of October 3, 2017, by and among Corsair Group (Cayman), LP, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1 August 21, 2020 10.6(b) 10.7 Industrial Space Lease, dated as of August 18, 2014, by and among Corsair Memory, Inc. and Osprey Capital Building 50, LLC. S-1 August 21, 2020 10.7 10.8(a)# Severance Letter Agreement, dated as July 1, 2010, by and among Corsair Memory, Inc. and Andy Paul. S-1 August 21, 2020 10.8(a) 10.8(b)# Severance Letter Agreement, dated as July 1, 2010, by and among Corsair Memory, Inc. and Nick Hawkins. S-1 August 21, 2020 10.8(b) 10.9# Separation Agreement, dated April 30, 2019, by and among Corsair Memory, Inc. and Nick Hawkins. S-1 August 21, 2020 10.9 10.10# Offer Letter Agreement, dated October 17, 2019, by and among Corsair Gaming Inc., and Michael Potter. S-1 August 21, 2020 10.10 10.11# Second Separation Agreement, dated November 7, 2019, by and among Corsair Memory, Inc. and Nick Hawkins. S-1 August 21, 2020 10.11 10.12 Amendment No. 3 to First Lien Credit and Guarantee Agreement, dated as of April 27, 2018, by and among Corsair Group (Cayman), LP and certain of its subsidiaries, including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1/A September 21, 2020 10.12 90 Table of Contents 10.13 Amendment No. 4 to First Lien Credit and Guarantee Agreement, dated as of October 11, 2018, by and among Corsair Group (Cayman), LP and certain of its subsidiaries, including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1/A September 21, 2020 10.13 10.14 Amendment No. 5 to First Lien Credit and Guarantee Agreement, dated as of December 19, 2019, by and among Corsair Group (Cayman), LP and certain of its subsidiaries, including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1/A September 21, 2020 10.14 10.15 Amendment No. 6 to First Lien Credit and Guarantee Agreement, dated as of September 25, 2020, by and among Corsair Group (Cayman), LP and certain of its subsidiaries, including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. 8-K October 1, 2020 10.1 10.16 Credit Agreement, dated as of September 3, 2021, by and among Corsair Gaming, Inc. and certain of its subsidiaries, Bank of America, N.A. as administrative agent, swingline lender and L/C issuer, and the other parties thereto. 10-Q November 2, 2021 10.1 10.17 Lease Agreement, dated as of April 27, 2021, by and among Corsair Gaming, Inc. and Campus 237 Owner LLC. 10-K March 1, 2022 10.17 10.18 First Amendment to Industrial Space Lease, dated as of August 16, 2017, by and among Corsair Memory, Inc. and Osprey Capital Building 50, LLC. 10-K March 1, 2022 10.18 10.19 Second Amendment to Industrial Space Lease, dated as of February 2, 2022, by and among Corsair Memory, Inc. and 47100 Bayside Parkway Owner, LLC. 10-K March 1, 2022 10.19 10.20# Form of Change in Control and Severance Agreement. 10-K March 1, 2022 10.20# 10.21# Non-Employee Director Compensation Policy. 10-Q August 4, 2022 10.2 10.22 First Amendment, dated as of June 30, 2022, to Credit Agreement, dated as of September 3, 2021, by and among Corsair Gaming, Inc., as borrower, certain of its subsidiaries, as guarantors, the lender parties named therein, and Bank of America, N.A. as administrative agent. 10-Q August 4, 2022 10.1 10.23 Second Amendment, dated as of September 29, 2022, to Credit Agreement, dated as of September 3, 2021, by and among Corsair Gaming, Inc., as borrower, and certain of its subsidiaries, as guarantors, the lender parties named therein, and Bank of America, N.A. as administrative agent. 10-Q November 3, 2022 10.1 10.24 Third Amendment, dated as of November 28, 2022, to Credit Agreement, dated as of September 3, 2021, by and among Corsair Gaming, Inc., as borrower, and certain of its subsidiaries, as guarantors, the lender parties named therein, and Bank of America, N.A. as administrative agent. 8-K/A December 9, 2022 10.1 21.1 List of the Registrant’s Significant Subsidiaries. X 23.1 Consent of Independent Registered Public Accounting Firm. X 91 Table of Contents 24.1 Power of Attorney (included on signature page to this Annual Report on Form 10-K). X 31.1 Certification of Principal Executive Officer Required under Securities Exchange Act Rule 13a-14(a) and 15d-14(a). X 31.2 Certification of Principal Financial Officer Required under Securities Exchange Act Rule 13a-14(a) and 15d-14(a). X 32.1* Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b), X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X * The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Corsair Gaming, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. # Indicates management contract or compensatory plan. Item 16. Form 10-K Summary None. 92 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized . Corsair Gaming, Inc. Date: February 27, 2023 By: /s/ Andrew J. Paul Andrew J. Paul Chief Executive Officer and Director (Principal Executive Officer) Date: February 27, 2023 By: /s/ Michael G. Potter Michael G. Potter Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew J. Paul and Michael G. Potter, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ Andrew J. Paul Chief Executive Officer and Director February 27, 2023 Andrew J. Paul (Principal Executive Officer) /s/ Thi L. La President and Chief Operating Officer and Director February 27, 2023 Thi L. La /s/ Michael G. Potter Chief Financial Officer February 27, 2023 Michael G. Potter (Principal Financial Officer and Principal Accounting Officer) /s/ Anup Bagaria Director February 27, 2023 Anup Bagaria /s/ Diana Bell Director February 27, 2023 Diana Bell /s/ Jason Cahilly Director February 27, 2023 Jason Cahilly /s/ George L. Majoros, Jr. Director February 27, 2023 George L. Majoros, Jr. /s/ Sarah M. Kim Director February 27, 2023 Sarah M. Kim /s/ Stuart A. Martin Director February 27, 2023 Stuart A. Martin /s/ Samuel R. Szteinbaum Director February 27, 2023 Samuel R. Szteinbaum /s/ Randall J. Weisenburger Director February 27, 2023 Randall J. Weisenburger 93