8-KFiled May 27, 8:00 PM ET

GSI Technology Adopts 2027 Variable Compensation Plan for Executives

$GSIT · GSI TECHNOLOGY INC

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GSI Technology Adopts 2027 Variable Compensation Plan for Executives

What Happened

  • GSI Technology, Inc. (GSIT) announced on May 26, 2026 that its Compensation Committee adopted the 2027 Variable Compensation Plan. The plan provides cash bonus awards tied to company performance for the fiscal year ending March 31, 2027 and is available to all executive officers and certain other key employees.
  • Target bonuses are specified: Lee‑Lean Shu (President, CEO & Chairman) has a $275,000 target; each other executive officer has a $137,500 target. Actual payouts depend on achievement of SRAM net revenue and Associative Processing Unit (APU) net revenue and/or R&D funding offsets for APU products, and may be up to 2× the target if targets are exceeded.

Key Details

  • Adoption date: May 26, 2026; performance period: fiscal year ending March 31, 2027.
  • Target bonuses: Lee‑Lean Shu $275,000; other executive officers $137,500 each.
  • Payouts tied to SRAM net revenue and APU net revenue (and/or R&D funding recorded as offset to R&D expense for APU). Payouts can range from 0 up to 2× target based on performance.
  • Vesting/pay schedule: 60% payable on last business day of April 2027; remaining 40% vests 20% on the last business day of April in each of 2028 and 2029.

Why It Matters

  • The plan links executive pay directly to revenue metrics (SRAM and APU), aligning management incentives with sales performance for those product lines.
  • The multi-year vesting schedule is designed to support retention of executives beyond the 2027 fiscal year.
  • For investors, the plan could increase cash compensation expense if revenue targets are met or exceeded; it also signals management emphasis on SRAM and APU revenue growth.