GSIT DEF 14A
Gsi Technology Inc (GSIT)
DEF 14A
2026-07-16
For: 2026-08-20
View Original
Added on
July 16, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
July 16, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of GSI Technology, Inc. to be held at 2:00 p.m. PDT, on Thursday, August 20, 2026. This year, the Annual Meeting will be held virtually via audio webcast. You will be able to attend and participate in the meeting by visiting https://meetnow.global/MSH2UA9, where you will be able to listen to the meeting live, submit questions, and vote.
The Notice of Annual Meeting of Stockholders and a Proxy Statement, which describe the formal business to be conducted at the meeting, follow this letter. A copy of GSI Technology’s Annual Report to Stockholders is also enclosed for your information.
After reading the Proxy Statement, please promptly mark, sign, date and return the enclosed proxy card in the accompanying prepaid envelope. Alternatively, you may vote your shares via the Internet or by telephone. Instructions regarding these methods of voting are provided on the proxy card.
Whether or not you plan to attend the annual meeting, we urge you to sign, date and return the enclosed proxy card or vote via the Internet or by telephone at your earliest convenience. We look forward to your online attendance at the annual meeting.
Sincerely yours,
Lee-Lean Shu
President, Chief Executive Officer and Chairman
President, Chief Executive Officer and Chairman
1213 Elko Drive
Sunnyvale, CA 94089
Sunnyvale, CA 94089
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 20, 2026
To Be Held August 20, 2026
TO THE STOCKHOLDERS:
Notice is hereby given that the annual meeting of the stockholders of GSI Technology, Inc., a Delaware corporation, will be held on Thursday, August 20, 2026, at 2:00 p.m. PDT, via audio webcast at https://meetnow.global/MSH2UA9, for the following purposes:
1.
To elect five persons to serve on our Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified;
2.
To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2027;
3.
To vote on an advisory (non-binding) resolution regarding the fiscal 2026 compensation of the executive officers named in the Summary Compensation Table included in the proxy statement for the annual meeting; and
4.
To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.
These business items are described more fully in the proxy statement accompanying this Notice.
Our Board of Directors unanimously recommends that you vote FOR all of the nominees proposed by our Board of Directors, and FOR Proposals No. 2 and 3. Stockholders of record at the close of business on July 1, 2026 are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal offices located at 1213 Elko Drive, Sunnyvale, California 94089. In addition, this list will be available online during the meeting.
This year, the Annual Meeting will be held virtually via audio webcast. You will be able to attend and participate in the meeting by visiting https://meetnow.global/MSH2UA9, where you will be able to listen to the meeting live, submit questions, and vote. To access the audio webcast of the meeting, you must have the information that is printed on the shaded bar area located on the reverse side of the Notice. You must enter a valid control number to enter the virtual meeting.
Douglas Schirle
Secretary
Secretary
Sunnyvale, California
July 16, 2026
July 16, 2026
| | | IMPORTANT: Please vote your shares via the Internet or by telephone, in accordance with the instructions contained in the accompanying materials, or by dating and signing the proxy card and returning it in the accompanying postage-paid envelope to ensure that your shares are represented at the meeting. If you attend the audio webcast of the meeting, you may choose to vote your shares even if you have previously sent in your proxy card or submitted your proxy via the Internet. | | |
| | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 20, 2026: Our proxy statement is enclosed. Financial and other information concerning GSI Technology, Inc. is contained in our annual report to stockholders for the fiscal year ended March 31, 2026. A complete set of proxy materials relating to our annual meeting is available on the Internet. These materials, consisting of the notice of annual meeting, proxy statement, proxy card and annual report to stockholders, may be viewed and downloaded at: http://ir.gsitechnology.com/proxy-materials. | | |
TABLE OF CONTENTS
| | | |
Page
|
| |||
| | | | | 1 | | | |
| | | | | 6 | | | |
| | | | | 9 | | | |
| | | | | 9 | | | |
| | | | | 9 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 27 | | | |
| | | | | 28 | | | |
| | | | | 28 | | | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| | | | | 32 | | | |
| | | | | 37 | | | |
| | | | | 38 | | | |
| | | | | 39 | | | |
| | | | | 39 | | | |
| | | | | 39 | | | |
i
GSI TECHNOLOGY, INC.
1213 Elko Drive
Sunnyvale, CA 94089
Sunnyvale, CA 94089
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 20, 2026
FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 20, 2026
The accompanying proxy is solicited by the Board of Directors (the “Board of Directors” or the “Board”) of GSI Technology, Inc., a Delaware corporation, for use at its annual meeting of stockholders to be held on Thursday, August 20, 2026, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This proxy statement and the enclosed proxy are being mailed to stockholders on or about July 16, 2026. References in this proxy statement to the “Company,” “we,” “our,” “us” and “GSI Technology” are to GSI Technology, Inc., and references to the “annual meeting” are to the 2026 Annual Meeting of Stockholders. When we refer to the Company’s fiscal year, we mean the annual period ending on March 31. This proxy statement covers our fiscal year ended March 31, 2026 (“fiscal 2026”).
INFORMATION CONCERNING SOLICITATION AND VOTING
Why am I receiving these proxy materials?
We sent you this proxy statement and proxy card because your Board of Directors is soliciting your proxy to vote at the annual meeting. This proxy statement contains important information that is intended to assist you in making informed decisions regarding your vote.
How can I attend the Annual Meeting?
The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by audio webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.
You will be able to attend the Annual Meeting and submit your questions during the meeting by visiting https://meetnow.global/MSH2UA9. You also will be able to vote your shares by attending the Annual Meeting by audio webcast.
To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. You must enter a valid control number to enter the virtual meeting.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The online meeting will begin promptly at 2:00 p.m. PDT. We encourage you to access the meeting prior to the start time in order to allow ample time to complete the check in process. Please follow the registration instructions as outlined in this proxy statement.
How do I register to attend the Annual Meeting?
If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting. Please follow the instructions on the notice or proxy card that you received.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting.
To register to attend the Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your GSI Technology, Inc. holdings along with your name and email address to Computershare
1
via email or U.S. mail. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. EDT, on August 10, 2026.
You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to Computershare using the following contact information:
By email:
Forward the email from your broker, or attach an image of your legal proxy, to [email protected]
By mail:
Computershare
GSI Technology, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
GSI Technology, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
What items of business will be voted on at the Annual Meeting?
Stockholders will vote on three proposals at the annual meeting:
•
to elect five persons to serve on our Board of Directors until the 2027 annual meeting (Proposal No. 1);
•
to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal No. 2); and
•
to vote on an advisory (non-binding) resolution to approve the fiscal 2026 compensation of our named executive officers (as defined in this proxy statement) (Proposal No. 3).
We will also consider any other business that properly comes before the annual meeting.
What is a proxy?
A proxy is your designation of another person or persons to vote your shares on your behalf. By properly signing and returning the enclosed proxy card, or by voting via the Internet or by telephone, you give the persons designated as proxies by our Board of Directors the authority to vote your shares in the manner that you specify.
How does the Board recommend that I vote my shares?
Our Board of Directors unanimously recommends that you vote your shares:
•
FOR all of the Board’s nominees for director, as listed and described under Proposal No. 1;
•
FOR ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2027; and
•
FOR approval of the advisory (non-binding) resolution approving the fiscal 2026 compensation of our named executive officers.
Who is entitled to vote at the Annual Meeting?
Only stockholders of record at the close of business on July 1, 2026 (the “Record Date”) are entitled to vote at the annual meeting. As of the Record Date, 38,372,073 shares of our common stock were outstanding.
How many shares must be present to hold the Annual Meeting?
The presence of the holders of a majority of all shares outstanding and entitled to vote, whether attending the audio webcast or represented by proxy, will constitute a quorum for the transaction of business at the annual meeting. If a quorum is not present, the annual meeting will be adjourned until a quorum is obtained.
2
How many votes do I have?
Each stockholder is entitled to cast one vote for each share of our common stock held on the Record Date.
If I am a stockholder of record, how do I vote?
If your shares are registered directly in your name with our transfer agent, you are considered to be the stockholder of record with respect to those shares, and these proxy materials have been sent directly to you. If you are a stockholder of record, there are four ways to vote your shares:
•
by completing, signing and dating your proxy card and returning it in the envelope provided;
•
via the Internet by following the instructions on the proxy card you received;
•
by telephone by following the instructions on the proxy card; or
•
by attending the audio webcast of the annual meeting and voting at the directed time.
If I am a beneficial owner of shares, how do I vote?
If your shares are held for you in an account with a broker, bank or similar organization, you are considered the “beneficial owner” of those shares, which are generally referred to as being held in “street name,” and you should have received these proxy materials from that organization. If you are a beneficial owner of shares held in street name, there are several ways to vote your shares:
•
by completing, signing and dating the voting instruction form provided by the organization that holds your shares and returning the form to that organization, which will vote your shares in accordance with your instructions;
•
if your broker, bank or other nominee permits you to provide voting instructions via the Internet or by telephone, you may vote that way as well; or
•
by attending the audio webcast of the annual meeting and voting at the directed time. However, in order to vote at the meeting, you must obtain a legal proxy from the organization that holds your shares. Follow the instructions from the broker, bank or other organization holding your shares to obtain such a proxy.
In order that your shares are properly voted, we encourage you to provide specific voting instructions with respect to each proposal to any organization that holds your shares in street name by carefully following the organization’s voting instructions.
What happens if I do not provide specific voting instructions?
If you are a stockholder of record and you return a signed and dated proxy card without providing specific voting instructions, the persons named as proxy holders will vote your shares in the manner recommended by the Board of Directors on all of the proposals described in this proxy statement. If any other matter is properly presented at the meeting, the proxy holders will vote your shares as they may determine in their discretion.
If you are the beneficial owner of shares held in street name and do not provide specific voting instructions to the organization that holds your shares, the organization may generally vote your shares at their discretion on “routine matters” but cannot vote on “non-routine” matters. “Non-routine” matters would include the election of directors (Proposal No. 1) and the advisory (non-binding) vote on executive compensation (Proposal No. 3), while “routine” matters would include the ratification of the appointment of our independent registered public accounting firm (Proposal No. 2).
How many votes are needed to elect directors?
Members of the GSI Technology Board of Directors are elected by plurality vote. Accordingly, the five persons duly nominated at the annual meeting who receive the highest number of FOR votes will be elected as directors.
3
How many votes are needed to approve proposals Nos. 2 and 3?
The appointment of BDO USA, P.C. as our independent registered public accounting firm (Proposal No. 2) and approval of the advisory (non-binding) vote regarding fiscal 2026 executive officer compensation (Proposal No. 3) each require the affirmative vote of a majority of the votes cast affirmatively or negatively on such proposal at the annual meeting.
How are broker non-votes and abstentions treated?
A “broker non-vote” occurs when a broker, bank or other nominee holds shares in street name for the beneficial owner but, with respect to a particular proposal, does not have discretionary authority to vote the shares (i.e., it is a “non-routine” matter) and has not received timely voting instructions from the beneficial owner.
Broker non-votes and abstentions are counted as present for purposes of determining whether a quorum is present at the meeting.
Votes withheld and broker non-votes will have no effect on the election of directors (Proposal No. 1). Proposals Nos. 2 and 3 each require the affirmative vote of a majority of the votes cast affirmatively or negatively on such proposal at the annual meeting. Because abstentions and broker non-votes are not counted as votes cast affirmatively or negatively, they will have no effect on the outcome of voting on Proposals Nos. 2 and 3.
Can I revoke my proxy or change my vote?
Yes. You may revoke your proxy and change your vote at any time before the polls close at the annual meeting.
If you are a stockholder of record, you may revoke your proxy and change your vote in any of the following ways:
•
by signing and returning a proxy card with a later date that is received before the polls close at the annual meeting;
•
by voting again via the Internet or by telephone before the polls close at the annual meeting;
•
by voting during the audio webcast of the annual meeting; or
•
by giving written notice of revocation to the Company’s Corporate Secretary.
Please note that attendance at the audio webcast of the annual meeting, in and of itself, will not revoke your proxy.
If you are the beneficial owner of shares held in street name, you may revoke your proxy and change your vote in any of the following ways:
•
by signing and returning an instruction form with a later date;
•
by voting again via the Internet or by telephone (if such voting is allowed by your broker, bank or other nominee) before the polls close at the annual meeting; or
•
by voting during the audio webcast of the annual meeting (although, as noted above, in order to vote at the annual meeting, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares).
How will the votes be counted?
Votes taken at the annual meeting will be counted by an independent inspector of election appointed by the Company.
How can I find out the results of the voting?
Preliminary voting results will be announced at the annual meeting. Final voting results will be tabulated by the inspector of election. We will publish voting results known to us in a Form 8-K report to
4
be filed with the Securities and Exchange Commission within four business days after the annual meeting. If final results are not available to us at the time of such filing, we will file an amendment to the Form 8-K report to publish the final results within four business days after they are known to us.
Who will solicit proxies on behalf of the Board of Directors?
Proxies may be solicited by directors and officers of the Company, without additional compensation. Solicitation of proxies by mail may be supplemented by telephone, facsimile, e-mail or personal solicitation. None of the participants will receive additional compensation for assisting with the solicitation.
You may also be solicited by press releases issued by us and postings on our corporate website. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement.
Who will bear the cost of the solicitation of proxies?
We will pay for the entire cost of soliciting proxies on behalf of GSI Technology. We will also reimburse brokerage firms, banks and other agents, upon their request, for the costs of forwarding our proxy materials to beneficial owners of stock held in their name.
5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
We currently have a Board of Directors consisting of five directors. All directors elected at the annual meeting will serve until the next annual meeting of stockholders in 2027 and until their respective successors are duly elected and qualified.
The Board of Directors’ nominees for election at the annual meeting are Elizabeth Cholawsky, Haydn Hsieh, Ruey L. Lu, Lee-Lean Shu and Ronald R. Steger. All five of the nominees currently serve on the Board of Directors. If any of the five nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as we may designate.
These five nominees represent a balance of directors with a history of service on the Board and newer directors with a strong mix of relevant experience. Our Nominating and Governance Committee and Board of Directors have evaluated each of our nominees against the factors and principles we use to select nominees for director, which are described elsewhere in this proxy statement. Based on this evaluation, our Nominating and Governance Committee and Board of Directors concluded that it is in the best interests of GSI Technology and its stockholders for each of the five nominees named above to serve as a member of the Board of Directors.
If a quorum is present and voting, the five nominees for director receiving the greatest number of votes will be elected. A WITHHOLD vote will have no effect on the vote. Our Board of Directors has no reason to believe that any nominee named herein will be unable or unwilling to serve.
The Board of Directors unanimously recommends a vote FOR the five nominees named above.
The table below sets forth information, as of June 30, 2026, regarding our current directors who are nominees for election at the annual meeting:
|
Nominee’s Name
|
| |
Principal Occupation
|
| |
Age
|
| |
Director
Since |
|
|
Elizabeth Cholawsky
|
| | Operating Advisor of Updata Partners; Former Chief Executive Officer of HG Insights Inc.; Board member of American Riviera Bancorp; former President, CEO and Board member of Support.com, Inc. | | |
70
|
| |
2019
|
|
|
Haydn Hsieh
|
| | Chairman and Chief Strategy Officer of WNC | | |
71
|
| |
2008
|
|
|
Ruey L. Lu
|
| | President of eMPIA Technology | | |
70
|
| |
2000
|
|
|
Lee-Lean Shu
|
| | President, Chief Executive Officer and Chairman of the Board of Directors of GSI Technology | | |
71
|
| |
1995
|
|
|
Ronald R. Steger
|
| | Former Audit Partner for KPMG LLP | | |
72
|
| |
2025
|
|
Business Experience of Director Nominees
Set forth below is a description of the business experience of each director nominee, including a discussion of the specific experience, qualifications, attributes and skills that led our Nominating and Governance Committee and our Board of Directors to conclude that those individuals should serve as directors.
Elizabeth Cholawsky has served as a member of our Board of Directors since September 2019 and is currently lead independent director. Since January 2026, Dr. Cholawsky has served as a director of Tribe Prospecting LLC (d/b/a TitanX), a B2B sales-intelligence software company. Dr. Cholawsky has held the role of Operating Advisor with Updata Partners, a growth equity firm specializing in investments in high-growth B2B software businesses, since November 2024. From April 2018 to June 2024, Dr. Cholawsky served as the Chief Executive Officer and a member of the Board of Directors of HG Insights Inc., a technology intelligence big data company that provides sales and marketing insights for B2B companies in the Fortune 500. Since August 2019, Dr. Cholawsky has also served as a member of the Board of Directors and Vice Chair
6
of the Board since 2023 of American Riviera Bancorp (OTCQX: ARBV), a full-service community bank that serves the central coast of California. From November 2016 to March 2018, Dr. Cholawsky was a partner at Cholawsky Gruenfeld Advisory, providing SaaS strategy consulting services to high growth companies. Dr. Cholawsky served as President, CEO and Board member of Support.com, Inc. (Nasdaq: SPRT) from May 2014 to October 2016, where she formulated and led a transformation strategy, developing and bringing to market a new category of products for Support.com. Dr. Cholawsky has a Ph.D. in Political Science with a concentration in Econometrics from the University of Minnesota and a B.A. (cum laude and Phi Beta Kappa) from Franklin & Marshall College. Dr. Cholawsky’s extensive experience in product innovation, marketing strategies and customer development, along with her expertise in data software solutions, enables her to provide advice and guidance with the marketing and sale of our new in-place associative computing products.
Haydn Hsieh has served as a member of our Board of Directors since August 2008. Mr. Hsieh has served as the Chief Strategy Officer of WNC (formerly Wistron NeWeb Corp.), a manufacturer of wireless communications products, since December 2017, its Chief Executive Officer from June 2000 through December 2017, its Vice Chairman from June 2000 through June 2014, and its Chairman since June 2014. From February 1981 through June 2000, Mr. Hsieh served in various management capacities at several divisions of Acer Group, a manufacturer of personal computers and related products, including President of the Mobile Computing Business Unit and Senior Vice President of Acer Inc. Mr. Hsieh holds a B.S. degree in Electrical Engineering from Tatung Institute of Technology and participated in the Executive Program at the Graduate School of Business Administration of National Chengchi University in Taiwan. Mr. Hsieh’s broad management background provides relevant experience in a number of strategic and operational areas, including his management experience with the application and manufacturing of systems and modules, enables him to provide advice and guidance as we develop our new in-place associative computing products. Moreover, his management experience with, and service as an outside board member to, companies headquartered in Taiwan provides him with relevant insight into that country, where GSI Technology has significant operations, as well as a valuable perspective on global business operations.
Ruey L. Lu has served as a member of our Board of Directors since October 2000. Mr. Lu is the President of eMPIA Technology Corp., a semiconductor solutions company, which he founded in January 2002. From March 1993 to December 2000, Mr. Lu served as President of ARK Logic, a storage device and software applications company, which he founded. From October 1989 to February 1993, Mr. Lu served as Director of Engineering in the Imaging Product Division of Western Digital Corporation, an information storage company. Mr. Lu holds a B.S. degree in Electrical Engineering from Taipei Institute of Technology and an M.S. degree in Electrical Engineering from the University of Missouri. Mr. Lu’s experience as President of eMPIA Technology and in executive roles at ARK Logic and Western Digital has provided him with broad industry and executive experience, including the co-design of hardware and software platforms like our new in-place associative computing products. Moreover, his management experience with a company headquartered in Taiwan provides him with relevant insight into that country, where GSI Technology has significant operations, as well as a valuable perspective on global business operations.
Lee-Lean Shu co-founded our company in March 1995 and has served as our President and Chief Executive Officer and as a member of our Board of Directors since our inception. In October 2000, Mr. Shu became Chairman of our Board. From January 1995 to March 1995, Mr. Shu was Director, SRAM Design at Sony Microelectronics Corporation, a semiconductor company and a subsidiary of Sony Corporation, and from July 1990 to January 1995, he was a design manager at Sony Microelectronics Corporation. Mr. Shu holds a B.S. degree in Electrical Engineering from Tatung Institute of Technology and an M.S. degree in Electrical Engineering from the University of California, Los Angeles. It is our policy that our Chief Executive Officer should serve on our Board. In addition, Mr. Shu’s role as a co-founder of our company and his day-to-day involvement in the management of our business has provided him with extensive knowledge and understanding of GSI Technology and its industry. As Chief Executive Officer, he is in a unique position to provide our Board with insight and information related to our business and operations and to participate in the ongoing review of strategic issues.
Ronald R. Steger has served as a member of our Board of Directors since August 2025. Mr. Steger has served as a member of the Board of Directors of Great Lakes Dredge and Dock Company (Nasdaq: GLDD) from May 2018 to May 2026. Previously he served on the Boards of Directors of Near Intelligence, Inc.
7
from April to August 2023 where he held the position of Audit Committee Chair; Global Eagle Entertainment Inc. from April 2017 to April 2021 where he held the position of Audit Committee Chair; International Seaways, Inc. (NYSE:INSW) from November 2016 to June 2017 where he held the positions of Corporate Governance Committee Chair and Risk Management Committee Chair; Overseas Shipholding Group, Inc. (NYSE:OSG) from August 2014 to June 2018, where he served as Audit Committee Chair, Corporate Governance Committee Chair and Risk Management Committee Chair, and Sentinel Energy Services Inc. (NASDAQ:STNL) from November 2018 to January 2020. Mr. Steger also served as an Advisory Board Member of ATREG, Inc. from 2014 – 2020. Mr. Steger was a Senior Technical Advisor at Effectus Group, a boutique accounting advisory firm that specializes in serving high-growth technology companies until December 22, 2022. Until December 31, 2013, Mr. Steger worked as an Audit Partner for KPMG LLP, where he served a broad array of clients in the Fortune 1000 and middle market technology, chemical, food service and semiconductor sectors. Additionally, Mr. Steger has extensive experience in the semiconductor industry, having served as the global leader of KPMG’s semiconductor practice and as the lead engagement partner or engagement quality reviewer on numerous engagements in the semiconductor industry. Mr. Steger is a licensed Certified Public Accountant (retired status). Mr. Steger holds a Certificate in Cybersecurity Oversight from the NACD. Mr. Steger received a Bachelor of Science Degree from Villanova University. Mr. Steger has expertise as a partner of one of the largest professional services networks in the world, with 37 years of accounting, advisory and consulting experience, including participation in Audit Committee investigations and Public Company Accounting Oversight Board inspections. He has prior service on several public boards, including as Audit Committee Chair and Corporate Governance and Risk Assessment Committee Chair. Mr. Steger has extensive experience with acquisition, divestiture, initial public offering and private equity and debt placement transactions.
8
CORPORATE GOVERNANCE
Director Independence
The Board of Directors has determined that each of Elizabeth Cholawsky, Haydn Hsieh, Ruey L. Lu and Ronald R. Steger is an “independent director” for purposes of the Nasdaq Listing Rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the term relates to membership on the Board and the various Board committees. There are no family relationships between any of our directors or executive officers.
Board of Directors Leadership Structure
Lee-Lean Shu serves as both our Chief Executive Officer and the Chairman of our Board of Directors. The Board believes that combining the role of Chairman and Chief Executive Officer is appropriate in the case of Mr. Shu, given his role in founding GSI Technology and his significant ownership stake and also because Mr. Shu is the Board member who is most familiar with our business strategy and most knowledgeable regarding our industry. The Board also believes that the combined role of Chairman and Chief Executive Officer facilitates the flow of information between the Board and management, improves the Board’s ability to focus on key policy and operational issues and helps the Board operate in the long-term interests of our stockholders.
The Board has determined that, at any time the office of Chairman is filled by our Chief Executive Officer or another employee of GSI Technology, a non-employee director, recommended by the Nominating and Governance Committee, shall be designated to serve as lead director. Elizabeth Cholawsky currently serves in that position. The lead director serves as the principal liaison between the independent directors and the Chairman. In that capacity, the lead director presides over executive sessions of the independent directors, chairs Board meetings in the Chairman’s absence, and collaborates with the Chairman on agendas, schedules and materials for Board meetings. The Board believes that this leadership structure provides the appropriate balance of management and non-management oversight. The Nominating and Governance Committee periodically evaluates our leadership structure to ensure that we maintain a structure that is beneficial to us and our stockholders, and will recommend any appropriate changes to the Board.
The Board of Directors’ Role in Risk Oversight
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including general economic risks, operational risks, financial risks, legal risks, strategic and competitive risks and reputational risks. Management is responsible for the day-to-day management of the risks that we face, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. Our independent committee chairs and members are experienced professionals or executives who can and do raise risk related issues for Board consideration and review and who are willing to challenge management when necessary. As part of its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. In addition, the Board is responsible for matters relating to management and Board succession planning.
While the full Board of Directors is charged with ultimate oversight responsibility for risk management, committees of the Board also have responsibilities with respect to various aspects of risk management oversight. During the course of the year, each committee of the Board spends a portion of their time reviewing and discussing specific risk topics. The full Board is kept informed of each committee’s risk oversight and related activities. Strategic, operational and competitive risks also are presented and discussed at the Board’s quarterly meetings, and more often as necessary. On at least an annual basis, the Board reviews our long-term strategic plans.
The Audit Committee plays a significant role in monitoring and assessing our financial risk exposures, financial reporting, internal controls, liquidity risk, compliance risk and operational risks, including cyber security. The Audit Committee is also responsible for establishing and administering our code of conduct and reviewing transactions between the Company and any related parties. The Audit Committee meets periodically in separate executive session with the Chief Financial Officer and our independent auditor, as
9
well as with committee members only, to facilitate a full and candid discussion of risk and other issues. The Compensation Committee oversees human capital risks, monitors and assesses risks associated with our compensation policies and consults with management and the Board concerning the development of incentives that encourage a level of risk-taking consistent with our overall strategy, as further discussed under the heading “Compensation Discussion and Analysis.” The Compensation Committee also is charged with monitoring our incentive and equity-based compensation plans, including employee retirement and benefit plans. The Nominating and Governance Committee has oversight responsibility for corporate governance risks, including risks associated with Board and committee composition, Board size and structure, director independence and Board and committee effectiveness. In addition to the responsibilities undertaken by the committees discussed above, the Board committees may have oversight of specific risk areas consistent with the committees’ charters and responsibilities. Our executive management meets regularly to discuss our strategy and the risks that we face. Senior officers regularly attend Board meetings where they are available to address questions or concerns raised by the Board regarding risk management related matters.
Executive Sessions
Non-management directors generally meet in executive session without the presence of management, including our Chief Executive Officer at each regularly scheduled meeting of the Board. The non-management director serving as lead director, acts as the presiding director for these executive sessions.
Committees and Meeting Attendance
The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The Board of Directors held nine meetings during the fiscal year ended March 31, 2026. During fiscal 2026, no director attended fewer than 91% of the total number of meetings of the Board and all of the committees of the Board on which such director served that were held during that period.
Our Nominating and Governance Committee, as part of its governance review, evaluates the composition of each of our Board committees to ensure that we maintain a structure that is beneficial to us and our stockholders, and recommends any appropriate changes to our Board of Directors.
The following table sets forth the current members of each of our Board’s standing committees as of the date of this proxy statement:
|
Committee Member
|
| |
Audit
|
| |
Compensation
|
| |
Nominating
and Governance |
|
|
Elizabeth Cholawsky
|
| |
X
|
| |
Chair
|
| |
X
|
|
|
Haydn Hsieh
|
| |
X
|
| |
X
|
| | | |
|
Ruey L. Lu
|
| | | | |
X
|
| |
Chair
|
|
|
Ronald R. Steger
|
| |
Chair
|
| | | | |
X
|
|
Audit Committee
The members of the Audit Committee during fiscal 2026 were Mr. Steger (Chair upon Mr. Bradley’s resignation from the board in August 2025), Mr. Bradley (Chair until his resignation from the board in August 2025), Dr. Cholawsky and Mr. Hsieh. The Audit Committee held nine meetings during fiscal 2026. Each of the members of the Audit Committee is independent for purposes of the Nasdaq Listing Rules as they apply to audit committee members. Mr. Steger and Dr. Cholawsky have been designated as “audit committee financial experts,” as the term is defined in applicable SEC rules. The Audit Committee operates under a charter that is available on our website at www.gsitechnology.com. The functions of the Audit Committee include oversight, review and evaluation of our financial statements, accounting and financial reporting processes and public filings, disclosure control and internal control functions, compliance with policies and procedures, cyber and data security and information technology risk exposures and the audits of our financial statements. The Audit Committee is responsible for the engagement, compensation, retention and oversight of our independent registered public accounting firm. Additional information regarding the Audit Committee is set forth in the Report of the Audit Committee immediately following Proposal No. 2.
10
Compensation Committee
The members of the Compensation Committee during fiscal 2026 were Dr. Cholawsky (Chair) and Messrs. Hsieh and Lu. The Compensation Committee held six meetings during fiscal 2026. Each of the members of the Compensation Committee is independent for purposes of the Nasdaq Listing Rules. The Compensation Committee operates under a charter that is available on our website at www.gsitechnology.com. The purpose of the Compensation Committee is to assist the Board of Directors in carrying out its responsibilities with respect to: (i) overseeing our compensation policies and practices; and (ii) reviewing and approving compensation and compensation procedures for our executive officers. The Compensation Committee’s responsibilities include: periodically reviewing and advising the Board of Directors concerning overall compensation philosophy, policies and plans, including reviewing both regional and industry compensation practices and trends; identifying any peer group of companies to be used for comparison purposes; reviewing and approving all performance goals and objectives relevant to the compensation of all executive officers and assessing the achievement of such goals and objectives; determining and approving all compensation for our executive officers (including salary and incentive-based compensation and awards); making recommendations to the Board of Directors regarding the establishment and terms of incentive compensation plans, and administering such plans; and approving grants of options and other equity awards to all executive officers and other eligible individuals under our equity compensation plans. Other responsibilities of the Compensation Committee include: reviewing and approving compensation related matters outside the ordinary course of business, including but not limited to employment contracts, change-in-control provisions, severance arrangements, and material amendments thereto; preparing an annual report on executive compensation, including a Compensation Discussion and Analysis, for inclusion in the proxy statement for our annual meeting of stockholders; monitoring and assessing risks associated with our compensation policies and consulting with management regarding such risks; and reporting to the Board of Directors on the Compensation Committee’s activities on a regular basis. Regarding most compensation matters, including executive compensation, our management provides recommendations to the Compensation Committee. Additional information regarding the Compensation Committee and its activities is set forth under the heading “Executive Compensation” in this proxy statement.
Nominating and Governance Committee
The members of the Nominating and Governance Committee during fiscal 2026 were Messrs. Bradley (Chair until his resignation from the board in August 2025), Lu (Chair starting after the 2025 annual meeting), Dr. Cholawsky and Mr. Steger beginning with his election to the board in August 2025. The Nominating and Governance Committee held five meetings during fiscal 2026. Each of the members of the Nominating and Governance Committee is independent for purposes of the Nasdaq Listing Rules. The Nominating and Governance Committee operates under a charter that is available on our website at www.gsitechnology.com. The Nominating and Governance Committee identifies prospective Board candidates, recommends nominees for election to our Board of Directors, develops and recommends Board member selection criteria, considers committee member qualification, reviews and makes recommendations to the Board of Directors regarding Board and committee compensation based in part upon input from an independent national compensation consulting firm engaged for that purpose, recommends corporate governance principles to the Board of Directors, reviews and proposes responses to stockholder proposals, and provides oversight in the evaluation of the Board of Directors and each committee.
Director Nominations
The Nominating and Governance Committee is responsible for, among other things, the selection and recommendation to the Board of Directors of nominees for election as directors. When considering the nomination of directors for election at an annual meeting, the Nominating and Governance Committee reviews the needs of the Board of Directors for various skills, background and experience. When reviewing potential nominees, including incumbents, the Nominating and Governance Committee considers the current and future needs of GSI Technology to ensure that the Board of Directors has the appropriate balance of knowledge, experience, skills, expertise, judgment, perspectives and backgrounds. The Nominating and Governance Committee also seeks appropriate input from the Chief Executive Officer and other executive officers in assessing the needs of the Board of Directors for relevant knowledge, experience, skills, expertise, judgment, perspective and background of its members.
11
The Nominating and Governance Committee’s goal is to assemble a Board of Directors that brings to GSI Technology a diversity of experience at policy-making levels in business and technology, and in areas that are relevant to GSI Technology’s global activities. Directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our stockholders. They must have an inquisitive and objective outlook and mature judgment. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are, or have been, affiliated. Director candidates must have sufficient time available, in the judgment of the Nominating and Governance Committee, to perform all Board and committee responsibilities that will be expected of them. Members of the Board of Directors are expected to rigorously prepare for, attend and participate in all meetings of the Board of Directors and applicable committees. The Nominating and Governance Committee considers the diversity of its directors and nominees in terms of knowledge, experience, skills, expertise, judgment, perspective, background and other demographic factors. Other than the foregoing, there are no specific minimum criteria for director nominees, although the Nominating and Governance Committee believes that it is preferable that a majority of the Board of Directors meet the definition of “independent director” set forth in Nasdaq and SEC rules. The Nominating and Governance Committee also believes it appropriate for one or more key members of the Company’s management, including the Chief Executive Officer, to serve on the Board of Directors.
The Nominating and Governance Committee will consider candidates for director proposed by directors or management, and will evaluate any such candidates against the criteria and pursuant to the policies and procedures set forth above. If the Nominating and Governance Committee believes that the Board of Directors requires additional candidates for nomination, the Nominating and Governance Committee may engage, as appropriate, a third party search firm to assist in identifying qualified candidates. The nominating process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Nominating and Governance Committee.
The Nominating and Governance Committee will also consider candidates for director recommended by a stockholder, provided that any such recommendation is sent in writing to the Board of Directors, c/o Corporate Secretary at the address noted below, at least 120 days prior to the anniversary of the date definitive proxy materials were mailed to stockholders in connection with the prior year’s annual meeting of stockholders and contains the following information:
•
the candidate’s name, age, contact information and present principal occupation or employment; and
•
a description of the candidate’s qualifications, skills, background and business experience during at least the last five years, including his or her principal occupation and employment and the name and principal business of any company or other organization where the candidate has been employed or has served as a director.
The Nominating and Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.
In addition, stockholders may make direct nominations of directors for election at an annual meeting, provided the advance notice requirements set forth in our bylaws have been met. Under our bylaws, written notice of such nomination, including certain information and representations specified in the bylaws, must be delivered to our principal executive offices, addressed to the Corporate Secretary, at least 120 days prior to the anniversary of the date definitive proxy materials were mailed to stockholders in connection with the prior year’s annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been advanced by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, such notice must be received not later than the close of business on the 10th day following the day on which the public announcement of the date of such meeting is first made. Accordingly, written notice of a director nomination for our 2027 annual meeting pursuant to our bylaws must be received no later than March 18, 2027. To comply with the universal proxy rules, with respect to our 2027 annual meeting, stockholders who intend to solicit proxies in support of director nominees other than the Board of Directors’ nominees must provide us with notice that sets forth the information required by Rule 14a-19 under the Exchange Act and our bylaws no later than June 21, 2027.
12
Director Qualifications Matrix
The following matrix shows how the Nominating and Governance Committee has applied our director criteria to the director nominees and identifies areas of expertise and experience that may benefit the Board in the future and led to each nominee’s selection as a member of the Board, as well as gaps in those areas that may arise as directors retire.
|
Qualification
|
| |
Elizabeth
Cholawsky |
| |
Haydn Hsieh
|
| |
Ruey-Lin Lu
|
| |
Lee-Lean
Shu |
| |
Ronald R.
Steger |
| |||||||||||||||
|
Audit and Financial Expertise
|
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | |
|
Broad Business & Corporate Governance Experience
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Public Company Board Experience
|
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | |
|
Understanding of a Board’s Legal Duties and Responsibilities
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Cybersecurity Expertise
|
| | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | |
|
ESG Expertise
|
| | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | |
|
Relevant Industry Experience (Semiconductor)
|
| | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Relevant Industry Experience (Software/SaaS)
|
| | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Strategic Planning Capabilities
|
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | |
|
Capital Markets Expertise
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | |
|
International Business Experience
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Sales Experience
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
|
Risk Management Background
|
| | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Leadership Skills
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Diversity (Gender)
|
| | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Diversity (Ethnic/Racial)
|
| | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
Communications with Directors
Stockholders may send any communications to the Board of Directors or any individual director at the following address. All communications received are reported to the Board or the individual directors:
Board of Directors (or name of individual director(s))
c/o Secretary
GSI TECHNOLOGY, INC.
1213 Elko Drive
Sunnyvale, California 94089
c/o Secretary
GSI TECHNOLOGY, INC.
1213 Elko Drive
Sunnyvale, California 94089
Our Secretary will forward all such communications to the Board of Directors, or the individual director or directors, except for spam, junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations, advertisements, or patently offensive or otherwise inappropriate material. Our Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within GSI Technology for review and possible response.
Evaluation of the Board of Directors and Committees
Approximately once a year, the members of the Board of Directors and each Board committee hold a special meeting to conduct a confidential oral assessment of their performance and effectiveness. This process is coordinated by the lead director and the chair of the Nominating and Governance Committee. As part of the evaluation process, the Board and each Committee reviews its overall composition, including director tenure, board leadership structure, diversity and individual skill sets, to ensure it serves the best interests of stockholders and positions the Company for future success. After the evaluations, the Board and management work to improve upon any issues or focus points disclosed during the evaluation process.
13
Director Attendance at Annual Meetings
We attempt to schedule our annual meeting of stockholders at a time and date to accommodate attendance by directors, taking into account the directors’ schedules. Directors are encouraged to attend our annual meeting of stockholders, but the Board has not adopted a formal policy with respect to such attendance. Three of the five directors then serving on the Board attended last year’s annual meeting of stockholders.
Code of Business Conduct and Ethics; Corporate Governance Guidelines; Director Stock Ownership
We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. The Board of Directors, upon the recommendation of the Nominating and Governance Committee, has also adopted a series of Corporate Governance Guidelines. The Corporate Governance Guidelines include a director stock ownership requirement, which provides that directors must hold within the later of (a) five years following his or her first election or appointment to the Board, or (b) October 31, 2026, an amount of stock valued at the lesser of its purchase price or its fair market value (measured on October 31st of each year) equal to at least three times the total annual retainer cash compensation paid by the Company for Board service (excluding for this purpose compensation that is not paid to all independent directors, such as compensation for committee or chair service). The Code of Business Conduct and Ethics and Corporate Governance Guidelines are available on our website at www.gsitechnology.com. If we make any substantive amendments to the Code of Business Conduct and Ethics, or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website, as well as via any other means then required by Nasdaq Listing Rules or applicable law.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee are or have been an officer or employee of GSI Technology. During fiscal 2026, no member of the Compensation Committee had any relationship with GSI Technology requiring disclosure under Item 404 of Regulation S-K. During fiscal 2026, none of GSI Technology’s executive officers served on the compensation committee (or its equivalent) or board of directors of another entity any of whose executive officers served on GSI Technology’s Compensation Committee or Board of Directors.
Transactions with Related Persons
GSI Technology incurred non-recurring engineering service expense and manufacturing services of approximately $223,000 and $140,000 during the fiscal years ended March 31, 2026 and March 31, 2025, respectively, from WNC in connection with the design, development and manufacture of single-APU PCIe production boards, to be used in the Company’s in-place associative computing product. Mr. Hsieh, a member of the Board of Directors, is the Chairman and Chief Strategy Officer of WNC.
For information regarding GSI Technology’s procedures for approval of transactions with related persons, please see “Related Person Transactions”.
14
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors of GSI Technology has selected BDO USA, P.C. as its independent registered public accounting firm to audit the consolidated financial statements of GSI Technology for the fiscal year ending March 31, 2027. BDO USA, P.C. has acted in such capacity since its appointment in September 2017. A representative of BDO USA, P.C. is expected to be present at the 2026 Annual Meeting, with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions. At the 2026 Annual Meeting, the stockholders are being asked to ratify the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
The following table sets forth the aggregate fees billed to GSI Technology for the fiscal years ended March 31, 2026 and March 31, 2025 by BDO USA, P.C.:
| | | |
Fiscal 2026
|
| |
Fiscal 2025
|
| ||||||
|
Audit fees(1)
|
| | | $ | 790,450 | | | | | $ | 761,730 | | |
|
Tax fees(2)
|
| | | | 39,850 | | | | | | 37,275 | | |
|
Total fees(3)
|
| | | $ | 830,300 | | | | | $ | 799,005 | | |
(1)
Audit fees consist of fees for professional services rendered for the audit of GSI Technology’s annual consolidated financial statements, the review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings.
(2)
Tax fees consist of fees for consultation on various tax matters and compliance with federal and state income tax filing requirements.
(3)
BDO USA, P.C. did not bill the Company for any fees reportable as “audit-related fees” or “all other fees” within the meaning of Item 9(e) of Schedule 14A for the fiscal years ended March 31, 2026 and March 31, 2025.
The Audit Committee has determined that all services performed by BDO USA, P.C. are compatible with maintaining the independence of BDO USA, P.C. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. Pursuant to this policy, all of the foregoing fees paid to BDO USA, P.C. for the fiscal years ending March 31, 2026 and March 31, 2025 were approved by the Audit Committee. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval.
Vote Required and Board of Directors Recommendation
Approval of this proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the matter. Abstentions will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the vote. Because the ratification of the independent registered public accounting firm is a routine matter, we do not expect any broker non-votes on this proposal.
The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2027.
15
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees GSI Technology’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the design and maintenance of our internal control systems. Our independent registered public accounting firm, BDO USA, P.C., is responsible for expressing an opinion as to the conformity of our audited financial statements with generally accepted accounting principles. BDO USA, P.C. has served as our independent registered public accounting firm since its appointment in September 2017.
The Audit Committee currently consists of three directors, two of which have been designated as “audit committee financial experts.” Each member of the Committee, in the judgment of the Board of Directors, is an “independent director” as defined in the Nasdaq Listing Rules. The Audit Committee acts pursuant to a written charter that has been adopted by the Board of Directors. The charter provides, among other things, that the Audit Committee is to review the qualifications, independence and performance, and approve the terms of engagement, including the fees payable, for our independent auditor, oversee our system of disclosure controls and procedures and internal controls over financial reporting, oversee our compliance with ethical standards and oversee the preparation of any reports required of the Audit Committee under rules of the Securities and Exchange Commission. A copy of this charter is available on our website at www.gsitechnology.com.
The Audit Committee has reviewed and discussed with management GSI Technology’s audited financial statements and the results of management’s assessment of the effectiveness of GSI Technology’s internal control over financial reporting as of March 31, 2026. The Audit Committee has discussed and reviewed with our independent registered public accounting firm all of the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. The Audit Committee has met with BDO USA, P.C., with and without management present, to discuss the overall scope of BDO’s audit, the results of its examinations, and the overall quality of GSI Technology’s financial reporting and internal control over financial reporting.
The Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning their independence, and has discussed with our independent registered public accounting firm any relationships that may impact their objectivity and independence, and satisfied itself as to our independent registered public accounting firm’s independence.
Upon the completion of our 2026 fiscal year, BDO USA, P.C. was required to rotate its lead engagement partner in accordance with applicable partner rotation requirements. The Audit Committee discussed the planned transition with BDO USA, P.C. and interviewed several candidates presented by the firm, evaluating the qualifications and experience of the lead engagement partner. The Committee believes the transition was effectively managed and supports the continued independence, objectivity and quality of the audit.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that GSI Technology’s audited financial statements be included in GSI Technology’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
THE AUDIT COMMITTEE
Ronald R. Steger (Chair)
Elizabeth Cholawsky
Haydn Hsieh
Elizabeth Cholawsky
Haydn Hsieh
The foregoing Audit Committee Report shall not be deemed to be incorporated by reference into any filing of GSI Technology under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that GSI Technology specifically incorporates such information by reference.
16
PROPOSAL NO. 3
ADVISORY (NON-BINDING) VOTE
ON EXECUTIVE COMPENSATION (SAY-ON-PAY)
ON EXECUTIVE COMPENSATION (SAY-ON-PAY)
Background
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we provide our stockholders the opportunity to cast an advisory (non-binding) vote on executive compensation, commonly referred to as a “Say-on-Pay” vote. At our 2023 Annual Meeting of Stockholders, our stockholders voted in favor of holding future “Say-on-Pay” votes on an annual basis. The Board subsequently determined that such advisory votes shall be held annually at the annual meeting of stockholders. The vote is advisory, which means that it is not binding on the Board of Directors, the Compensation Committee or GSI Technology in any way. However, the Compensation Committee will review the outcome of the vote and take it into consideration when considering future executive compensation policies and decisions.
At our 2018, 2019, 2020, 2021, 2022, 2023, 2024 and 2025 annual meetings, 99%, 99%, 99%, 98%, 75%, 92%, 98% and 98%, respectively, of the votes cast were voted in favor of the Company’s executive compensation program for the previous fiscal years. Partially as a result of this positive stockholder feedback, our Compensation Committee has adopted compensation packages having similar basic structures in subsequent years.
As described in our Compensation Discussion and Analysis included elsewhere in this proxy statement, we seek to closely align the interests of our executive officers with the interests of our stockholders, and attract and retain superior executive talent. Our compensation programs are designed to reward our executive officers for the achievement of our short-term and long-term strategic and operational goals and the achievement of increased total stockholder return, while avoiding the encouragement of unnecessary or excessive risk-taking. Please read the Compensation Discussion and Analysis section for a more detailed discussion of our compensation philosophy and our executive compensation program.
The advisory vote on executive compensation solicited by this proposal is not intended to address any specific item of compensation, but rather the overall compensation of our Chief Executive Officer and our two other most highly-compensated executive officers, who are collectively referred to as our “named executive officers,” which is disclosed and discussed elsewhere in this proxy statement. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our named executive officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions.
Stockholders will be asked at the annual meeting to approve the following resolution pursuant to this Proposal No. 3:
“RESOLVED, that the stockholders of GSI Technology, Inc. approve, on an advisory (non-binding) basis, the compensation for the fiscal year ended March 31, 2026 of the Company’s executive officers named in the Summary Compensation Table included in the proxy statement for the 2026 Annual Meeting of Stockholders.”
Vote Required and Board of Directors Recommendation
Approval of this resolution requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the matter. Abstentions and broker non-votes will each be counted as present for purposes of determining a quorum but will not have any effect on the outcome of the vote.
The Board of Directors unanimously recommends a vote “FOR” approval of the foregoing resolution.
17
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview
This Compensation Discussion and Analysis explains our philosophy and objectives with respect to the compensation of our executive officers and our compensation-setting process and provides more detailed information regarding the compensation of our Chief Executive Officer and our two other most highly compensated executive officers, determined as of March 31, 2026. We refer to these individuals as our “named executive officers.” This discussion focuses on the information contained in the tables and related footnotes and narrative included below, primarily for our 2026 fiscal year.
Philosophy and Objectives
Our fundamental compensation philosophy is to align the compensation of our senior management with our annual and long-term business objectives, performance against those objectives and creation of stockholder value, as well as to offer compensation that will enable us to attract, retain, and appropriately reward executive officers whose contributions are necessary for our long-term success. We seek to reward our executive officers’ contributions to achieving revenue growth, increasing operating profits and controlling costs. We operate in a very competitive environment for executive talent, and it is our belief that our compensation packages should be competitive when compared to our peers and should also be aligned with our stockholders’ interests.
The Compensation Committee of the Board of Directors oversees the design and administration of our executive compensation program. The principal elements of the program are base salary, variable incentive cash compensation programs, long-term equity-based incentive compensation and broad-based benefits programs. The policy of the Compensation Committee is that the total compensation of the executive officers should generally be comparable to the median compensation paid by the Company’s peer companies to officers performing comparable functions. However, it has not been the Compensation Committee’s policy to adopt a rigid formula or benchmark system related to peer company compensation practices.
Compensation-Setting Process
Generally, the Compensation Committee reviews the compensation of our executive officers in the early part of each fiscal year and takes action at that time to set base salaries and variable compensation for the current year. In setting our executive officers’ total compensation, the Compensation Committee considers individual and company performance, as well as compensation surveys and other market information regarding compensation paid by comparable companies, including our industry peers. The Compensation Committee considers the grant of equity awards to all of our executive and non-executive officers at the same time, once a year, usually in July or August.
In its annual review of compensation for GSI Technology’s executive officers, the Compensation Committee has considered compensation data and analyses assembled and prepared by the Committee and our Human Resources staff. The Chief Executive Officer provides the Compensation Committee with a review of each of the other executive officer’s individual performance and contributions over the past year and makes recommendations regarding their compensation, which the Compensation Committee considers. In making compensation decisions, our Chief Executive Officer and our Compensation Committee have considered the Company’s financial performance as well as the experience level and contributions of the individual executive officer, the role and responsibilities of the executive officer and market factors.
The Compensation Committee has the authority to engage its own consultants and advisors to assist it in carrying out its responsibilities. The Compensation Committee periodically retains compensation consultants in connection with its annual review of executive officer compensation. In accordance with such policy, the Compensation Committee has engaged the services of Compensia, Inc. (“Compensia”), an independent national compensation consulting firm, to assist it in connection with its annual review and determination of executive officer compensation. Compensia was most recently engaged in connection with the Compensation Committee’s annual review and determination of executive officer compensation for
18
fiscal 2022. Pursuant to the usual terms of engagement, Compensia is directed to assist with the selection of the peer group and then, using such peer group, provide a competitive assessment of executive officer compensation to the Compensation Committee and a similar assessment of director compensation programs to the Nominating and Governance Committee. The Compensation Committee has assessed the independence of Compensia pursuant to applicable SEC rules and concluded that no conflicts of interest existed that would affect Compensia’s independence in providing services and advice to the Compensation Committee. The Compensation Committee did not retain the services of compensation consultants in connection with its annual review and determination of executive officer compensation for fiscal 2023, 2024, 2025 or 2026.
At our annual meetings of stockholders, we provide our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers for the previous fiscal year, as disclosed in the proxy statement for the meeting (commonly referred to as a “Say-on-Pay” vote). These stockholder advisory votes are held after the Compensation Committee has determined the compensation to be paid to our executive officers for the fiscal year in question. Accordingly, the Compensation Committee cannot take such results into account in determining executive compensation for that year. However, in its annual review of executive compensation, the Compensation Committee considers, among other things, the results of the stockholder Say-on-Pay vote for previous years.
Components of Compensation
In order to align executive compensation with our compensation philosophy, our executive compensation package contains three principal components: (i) base salary, (ii) variable cash compensation and (iii) long-term stock-based incentive awards. Each component of our executive compensation program is designed to reward a different aspect of performance. The base salaries of our executive officers are initially set based on negotiation with the individual officers at the time of their recruitment. Once set, these base salaries are subject to annual review. Our variable cash compensation plans are intended to motivate and reward performance over the current fiscal year. Our equity award program is designed to provide long-term retention incentives through the use of options subject to time-based vesting. We also provide our executive officers a variety of benefits that are available generally to all salaried employees. The basic elements of our executive compensation package are generally the same among our named executive officers.
Fiscal 2026 Base Salary
The base salaries of our executive officers are initially negotiated with the individual executive officer at the time of his or her recruitment or promotion and with reference to their experience, expected contribution, geographical location and market factors. Historically, the base salaries of our executive officers generally have been adjusted concurrently with our annual company-wide compensation review.
During the first quarter of fiscal 2026, the Compensation Committee conducted its annual review of executive compensation. In connection with its fiscal 2026 review, the Compensation Committee, with the assistance of our Chief Financial Officer, compiled data on the same group of peer companies identified with the assistance of Compensia in connection with the fiscal 2022 review, with the exception of five companies that were no longer public reporting companies (the “Fiscal 2026 Peer Companies”). The Fiscal 2026 Peer Companies include industry peers and similarly-sized companies in our broader industry group. The Fiscal 2026 Peer Companies were as follows:
| | Aehr Test Systems | | | Immersion Corporation | | | NVE Corporation | |
| | Amtech Systems, Inc. | | | inTEST Corporation | | | Pixelworks, Inc | |
| | AXT, Inc. | | | Kopin Corporation | | | QuickLogic Corporation | |
| | Everspin Technologies | | | Lantronix | | | | |
In its annual review of executive compensation for fiscal 2026, the Compensation Committee took into account its general compensation philosophy and objectives, as described above, and various other considerations, including:
•
available compensation data for the Fiscal 2026 Peer Companies;
19
•
the Company’s financial performance during fiscal 2025, including the impact of the challenging economic environment on the Company’s revenues, lack of significant APU revenues and the Company’s continuing operating losses;
•
the outlook for the Company’s fiscal 2026 financial performance; and
•
management’s recommendation that no increase in officers’ base salaries over fiscal 2025 levels was deemed appropriate.
The Committee also noted that, by positive votes at the last eight annual meetings of stockholders, our stockholders had approved the compensation of our named executive officers. Partially in recognition of this positive stockholder feedback, the Committee adopted a compensation package for fiscal 2026 having the same basic structure as the compensation packages that had been adopted for previous years.
On the basis of its review, in the first quarter of fiscal 2026 the Compensation Committee concluded both that executive officer base salaries would not be increased for fiscal 2026, and that executive officer base salaries would continue to reflect the reductions implemented as part of the Company’s November 2022 cost reduction initiatives. The fiscal 2026 base salaries of the named executive officers were as follows:
|
Name
|
| |
Title
|
| |
Fiscal 2026
Base Salary |
| |
Percentage Increase over
Fiscal 2025 Base Salary |
| ||||||
|
Lee-Lean Shu
|
| | President and Chief Executive Officer | | | | $ | 431,912(1) | | | | | | — | | |
|
Patrick Chuang
|
| | Senior Vice President, Memory Design | | | | $ | 359,290(2) | | | | | | — | | |
|
Didier Lasserre
|
| | Vice President, Sales | | | | $ | 322,712(3) | | | | | | — | | |
(1)
In connection with the Company’s cost reduction initiatives announced in November 2022, Mr. Shu accepted a 30% reduction in payment of his annual base salary. Since December 1, 2022, the actual annual salary paid to Mr. Shu has been $302,339.
(2)
In connection with the Company’s cost reduction initiatives announced in November 2022, Mr. Chuang accepted a 10% reduction in payment of his annual base salary. Since December 1, 2022, the actual salary paid to Mr. Chuang has been $323,361.
(3)
In connection with the Company’s cost reduction initiatives announced in November 2022, Mr. Lasserre accepted a 10% reduction in payment of his annual base salary. Since December 1, 2022, the actual annual salary paid to Mr. Lasserre has been $290,441.
2026 Variable Compensation Plan
Under our compensation policy, a significant component of each executive officer’s potential annual compensation takes the form of a performance-based cash bonus. On May 27, 2025, the Compensation Committee adopted the 2026 Variable Compensation Plan, which was similar in structure to previous variable compensation plans for the Company’s executive officers. The 2026 Variable Compensation Plan was designed to encourage performance and retention of eligible employees by providing cash bonus awards based on the achievement of performance criteria based on net SRAM revenues and a target for Associative Processing Unit (APU) net revenue and/or R&D funding recorded as offset to R&D expense, all determined in accordance with United States generally accepted accounting principles. Each of our executive officers was eligible to participate in the 2026 Variable Compensation Plan. Certain non-executive officers were also eligible to participate.
Under the 2026 Variable Compensation Plan, each participant had a designated target bonus. The target bonus for Lee-Lean Shu, our President, Chief Executive Officer and Chairman, was $275,000, and the target bonus for each of our other executive officers was $137,500. If the target financial goals were exceeded, actual bonus awards payable to participants in the 2026 Variable Compensation Plan could have been up to two times their target bonuses. There was no threshold or minimum amount payable under the 2026 Variable Compensation Plan. The Compensation Committee considered the critical role of Mr. Shu, our President and Chief Executive Officer, in our long-term success when determining his target bonus amount. The use of the same target bonus amount for each of our other named executive officers reflected the Compensation Committee’s desire to encourage a team approach by treating our executive officers equally
20
with respect to bonus opportunities. The target for APU net revenue and/or R&D funding recorded as offset to R&D expense was not met in fiscal 2026. For fiscal 2026, our net SRAM revenues were 94.9% of the target in the 2026 Variable Compensation Plan. The net SRAM revenues bonus earned by our executive officers in fiscal 2026 was 87.2% of the net SRAM revenues target bonus under the 2026 Variable Compensation Plan.
Original target bonus amounts for each of the named executive officers under the 2026 Variable Compensation Plan and the bonuses actually earned under the plan for their services during fiscal 2026 were as follows:
|
Name
|
| |
Fiscal 2026
Target Bonus |
| |
Fiscal 2026
Bonus Earned |
| ||||||
|
Lee-Lean Shu
|
| | | $ | 275,000 | | | | | $ | 47,931 | | |
|
Patrick Chuang
|
| | | $ | 137,500 | | | | | $ | 23,966 | | |
|
Didier Lasserre
|
| | | $ | 137,500 | | | | | $ | 23,966 | | |
The 2026 Variable Compensation Plan provided that any bonus awards paid would be subject to vesting based on the participant’s continued employment with the Company, with 60% becoming vested and payable on the last business day in April 2026 and 20% becoming vested and payable on the last business day in April of each of the succeeding two years.
Total Fiscal 2026 Cash Compensation
The total cash compensation of each of our named executive officers for fiscal 2026 was:
|
Name
|
| |
Principal Position
|
| |
Fiscal 2026
Base Salary |
| |
Fiscal 2026
Total Cash Compensation Earned |
| ||||||
|
Lee-Lean Shu
|
| | President and Chief Executive Officer | | | | $ | 431,912 | | | | | $ | 350,270(1) | | |
|
Patrick Chuang
|
| | Senior Vice President, Memory Design | | | | $ | 359,290 | | | | | $ | 347,327(2) | | |
|
Didier Lasserre
|
| | Vice President, Sales | | | | $ | 322,712 | | | | | $ | 319,780(3) | | |
(1)
In connection with the Company’s cost reduction initiatives announced in November 2022, Mr. Shu accepted a 30% reduction in his annual base salary. Effective December 1, 2022, Mr. Shu’s annual salary is $302,339. Includes incentive compensation of $47,931 earned under the 2026 Variable Compensation Plan.
(2)
In connection with the Company’s cost reduction initiatives announced in November 2022, Mr. Chuang accepted a 10% reduction in his annual base salary. Effective December 1, 2022, Mr. Chuang’s annual salary is $323,361. Includes incentive compensation of $23,966 earned under the 2026 Variable Compensation Plan.
(3)
In connection with the Company’s cost reduction initiatives announced in November 2022, Mr. Lasserre accepted a 10% reduction in his annual base salary. Effective December 1, 2022, Mr. Lasserre’s annual salary is $290,441. Fiscal 2026 cash compensation earned includes an annual car allowance of $5,400. Includes incentive compensation of $23,966 earned under the 2026 Variable Compensation Plan.
Long-Term Incentive Compensation
We utilize stock option awards as a primary component of compensation for our executive officers, with the objective of strengthening the mutuality of interests between the executive officers and our stockholders. These grants are designed to provide each executive with a significant incentive to manage from the perspective of an owner with an equity stake in our company. All stock options granted to our employees, including named executive officers, and to our directors have exercise prices equal to the fair market value of our common stock on the grant date. Our policies and procedures for the grant of stock-based awards provide that all options and other stock-based awards are generally to be granted by the Compensation Committee and, except in special circumstances, all grants are to be made at regular quarterly
21
| Name | | | Grant Date | | | Number of Securities Underlying Award | | | Exercise Price of the Award | | | Grant Date Fair Value of the Award | | | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | |||||||||
| | | | August 4, 2025 | | | | | | | | | $ | | | | | $ | | | | N/A(1) | | |||
| | | | August 4, 2025 | | | | | | | | | $ | | | | | $ | | | | N/A(1) | | |||
| | | | August 4, 2025 | | | | | | | | | $ | | | | | $ | | | | N/A(1) | | |||
| | | | February 2, 2026 | | | | | | | | | $ | | | | | $ | | | | N/A(2) | | |||
| | | | February 2, 2026 | | | | | | | | | $ | | | | | $ | | | | N/A(2) | | |||
| | | | February 2, 2026 | | | | | | | | | $ | | | | | $ | | | | N/A(2) | | |||
(1)
The percentage change in the closing market price of the Company’s common stock from $3.31 on August 7, 2025, the trading day immediately preceding the filing date of the Form 10-Q, to $3.13 on August 11, 2025, the next trading day following the filing date of the Form 10-Q, was -5.44 %.
(2)
The percentage change in the closing market price of the Company’s common stock from $6.10 on February 5, 2026, the trading day immediately preceding the filing date of the Form 10-Q, to $6.37 on February 9, 2026, the next trading day following the filing date of the Form 10-Q, was 4.43 %.
The Compensation Committee considers the grant of equity awards to all of our executive and non-executive officers at the same time, once a year, usually in July or August. During fiscal 2026, the Compensation Committee approved grants to our named executive officers of options to purchase the following number of shares of our common stock:
|
Name
|
| |
Shares
|
| |||
|
Lee-Lean Shu
|
| | | | 400,000 | | |
|
Patrick Chuang
|
| | | | 80,000 | | |
|
Didier Lasserre
|
| | | | 80,000 | | |
Unlike options granted to our non-officer employees, which vest in four annual installments, options granted to our executive and non-executive officers generally vest in their entirety four years after the anniversary date of the officer’s commencement of employment that is closest to the date of grant, subject to the officer’s continued service. Options granted in May 2025 and February 2026 in recognition of the reduced salary levels vest on the anniversary of the salary reduction. Each of these option grants provides a return to the officer only if he remains employed by us during the respective vesting period, and then only if the market price of the shares appreciates over the option term. The Compensation Committee believes the four-year vesting schedule deters risk taking and further focuses management on building long-term stockholder value. The value of the shares subject to the fiscal 2026 option grants to named executive officers
22
are reflected in the “Summary Compensation Table” below, and further information about these grants is contained in the “Fiscal 2026 Grants of Plan-Based Awards” table below.
Executive Retention and Severance Plan
On September 30, 2014, the Compensation Committee adopted the Executive Retention and Severance Plan (the “Retention Plan”), and on each of August 29, 2017 and August 27, 2020, the Compensation Committee extended the term of the Retention Plan by an additional three years. On September 12, 2023, the Compensation Committee extended the term of the Retention Plan by an additional one year such that the Retention Plan would expire on September 30, 2024. On August 22, 2024, the Compensation Committee amended and restated the Retention Plan in its entirety (the “Restated Retention Plan”). The terms of the Restated Retention Plan are substantially the same as the original Retention Plan, except that the Restated Retention Plan provides that service to the Company after September 30, 2024 will not factor into the calculation of a participant’s Base Salary Severance Period (as defined in the Restated Retention Plan). A participant’s Base Salary Severance Period will be fixed at the greater of (i) eighteen months for a Chief Executive Officer or twelve months for an executive officer, and (ii) the Base Salary Severance Period equal to one month for each full or partial year of the participant’s employment that was completed on or prior to September 30, 2024. Further, in the event of acceleration of equity awards pursuant to the Restated Retention Plan, time-based vesting restricted stock units shall be settled in full, and performance shares, performance stock units and similar stock-based compensation awards with multiple potential vesting levels shall, depending on the applicable level of performance, be settled at the greater of: (i) the target level of performance, or (ii) the applicable level of performance attained through the date of termination of employment. The Restated Retention Plan expires on September 30, 2027.
The purpose of the Restated Retention Plan is to mitigate some of the risk that exists for executives working in an environment where GSI Technology could be acquired or the subject of another transaction that would result in a change in its control. The severance benefits provided by the Restated Retention Plan are intended to encourage the continued dedication of our executive officers and key employees during a period of unrest, notwithstanding a possible change in control. The change in control arrangements are also intended to mitigate potential disincentives to the consideration of a transaction that would result in a change in control, particularly where the services of the participants may not be required by a potential acquirer.
The Restated Retention Plan and amounts potentially payable thereunder are described in more detail below under “Potential Payments Upon Change of Control.”
Inter-Relationship of Components of Compensation Packages
The Compensation Committee has adopted a policy that the aggregate compensation of our executive officers (composed of base compensation, variable cash compensation and equity awards) should approximate the median aggregate compensation paid by our peer companies to officers performing comparable functions. Except for this policy, the various components of our executive officers’ compensation generally are not inter-related. Adjustments to our executive officers’ base compensation are primarily based on our financial performance, our annual company-wide compensation survey and review of peer company compensation levels. As we have relied on long-term equity incentives for a portion of our total compensation package, option grants for our executive officers are generally considered each year. If the value of options that are granted in one year is reduced due to a reduction in the value of the underlying common stock, the size of the option grants for the next year are not affected. Similarly, if the value of previously granted options increases significantly, the amount of compensation to be awarded for the next year is not affected. While the Compensation Committee has discretion to make exceptions to existing compensation arrangements, it has not approved any exceptions to such arrangements with regard to any named executive officers.
Other Benefits
Our executive officers are eligible to participate in all of our employee benefit plans, such as our medical, dental, vision, group life, disability, and accidental death and dismemberment insurance and our simplified employee pension plan, in each case on the same basis as our other employees. Aside from a $5,400
23
car allowance provided to Mr. Lasserre, there were no special benefits or perquisites provided to any named executive officer in fiscal 2026.
Accounting for Executive Compensation
We account for equity compensation paid to our employees under authorization guidance for stock-based compensation which requires us to measure and record an expense over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is incurred.
Tax Considerations
We intend to consider the impact of Section 162(m) of the Internal Revenue Code in determining the mix of elements of future executive compensation. This section limits the deductibility of non-performance based compensation paid to each of our named executive officers (other than our Chief Financial Officer) to $1 million annually. The stock options granted to our executive officers have been intended to qualify as performance-based compensation exempt from the limitation on deductibility. As a result of changes in December 2017 to federal tax laws, we expect that stock options granted or other compensation provided under arrangements entered into or materially modified after November 2, 2017 generally will not be deductible to the extent they result in compensation to certain executive officers that exceeds $1 million in any one year for any such officer. Due to uncertainties as to the application and interpretation of Section 162(m), including the scope of the transition relief under the legislation repealing the exemption the Section 162(m) deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption in fact will do so. Salaries and bonuses do not qualify as performance-based compensation for purposes of Section 162(m).
Other Compensation-Related Policies
•
engaging in short sales of our stock;
•
engaging in transactions in derivative securities involving our stock;
•
hedging their ownership position in our stock; and
•
holding our stock in a margin account or pledging our stock as collateral for a loan.
Compensation Committee Report
We, the Compensation Committee of the Board of Directors of GSI Technology, Inc., have reviewed the Compensation Discussion and Analysis contained in this proxy statement and discussed it with management. Based on such review and discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in GSI Technology, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
THE COMPENSATION COMMITTEE
Elizabeth Cholawsky (Chair)
Haydn Hsieh
Ruey L. Lu
Haydn Hsieh
Ruey L. Lu
24
Summary Compensation Table
The following table sets forth information concerning the compensation earned during the fiscal years ended March 31, 2026 and 2025 by our Chief Executive Officer and our two other most highly compensated executive officers, determined as of March 31, 2026:
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||
|
Lee-Lean Shu
President and Chief Executive Officer |
| | | | 2026 | | | | | | 302,339 | | | | | | 1,639,500 | | | | | | 47,931(2) | | | | | | — | | | | | | 1,989,770 | | |
| | | | 2025 | | | | | | 302,339 | | | | | | 212,000 | | | | | | 54,828 | | | | | | — | | | | | | 569,167 | | | ||
|
Patrick Chuang
Senior Vice President, Memory Design |
| | | | 2026 | | | | | | 323,361 | | | | | | 301,000 | | | | | | 23,966(3) | | | | | | — | | | | | | 648,327 | | |
| | | | 2025 | | | | | | 323,361 | | | | | | 84,800 | | | | | | 27,414 | | | | | | — | | | | | | 435,575 | | | ||
|
Didier Lasserre
Vice President, Sales |
| | | | 2026 | | | | | | 290,441 | | | | | | 301,000 | | | | | | 23,966(3) | | | | | | 5,400(4) | | | | | | 620,807 | | |
| | | | 2025 | | | | | | 290,441 | | | | | | 84,800 | | | | | | 27,414 | | | | | | 5,400(4) | | | | | | 408,055 | | | ||
(1)
As required by SEC rules, amounts shown in the column entitled “Option Awards” present the aggregate grant date fair value of option grants made each year computed in accordance with authoritative guidance. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the option award. The assumptions used with respect to the valuation of option grants are set forth in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. Under generally accepted accounting principles, compensation expense with respect to option awards granted to our employees and directors is generally recognized over the vesting periods applicable to the awards.
(2)
Earned under the 2026 Variable Compensation Plan, of which $28,759 was paid in June 2026, $9,586 will be vested and payable on the last day of April 2027 and $9,586 will be vested and payable on the last day of April 2028.
(3)
Earned under the 2026 Variable Compensation Plan, of which $14,380 was paid in June 2026, $4,793 will be vested and payable on the last day of April 2027 and $4,793 will be vested and payable on the last day of April 2028.
(4)
Represents Mr. Lasserre’s car allowance of $5,400.
Grants of Plan-Based Awards
The following table sets forth certain information with respect to plan-based awards granted during the fiscal year ended March 31, 2026 to our named executive officers:
| | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($) |
| |
Grant Date
Fair Value of Option Awards ($)(2) |
| |||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| ||||||||||||||||||||||||||||||
|
Lee-Lean Shu
|
| | | | 5/5/25 | | | | | | — | | | | | | 275,000 | | | | | | 550,000 | | | | | | 150,000(3) | | | | | | 3.68 | | | | | | 432,000 | | |
| | | | 8/4/25 | | | | | | | | | | | | | | | | | | | | | | | | 100,000(4) | | | | | | 3.96 | | | | | | 309,000 | | | ||
| | | | 2/2/26 | | | | | | | | | | | | | | | | | | | | | | | | 150,000(5) | | | | | | 7.23 | | | | | | 898,500 | | | ||
|
Patrick Chuang
|
| | | | 5/5/25 | | | | | | — | | | | | | 137,500 | | | | | | 275,000 | | | | | | 20,000(6) | | | | | | 3.68 | | | | | | 57,600 | | |
| | | | 8/4/25 | | | | | | | | | | | | | | | | | | | | | | | | 40,000(7) | | | | | | 3.96 | | | | | | 123,600 | | | ||
| | | | 2/2/26 | | | | | | | | | | | | | | | | | | | | | | | | 20,000(8) | | | | | | 7.23 | | | | | | 119,800 | | | ||
|
Didier Lasserre
|
| | | | 5/5/25 | | | | | | — | | | | | | 137,500 | | | | | | 275,000 | | | | | | 20,000(9) | | | | | | 3.68 | | | | | | 57,600 | | |
| | | | 8/4/25 | | | | | | | | | | | | | | | | | | | | | | | | 40,000(10) | | | | | | 3.96 | | | | | | 123,600 | | | ||
| | | | 2/2/26 | | | | | | | | | | | | | | | | | | | | | | | | 20,000(11) | | | | | | 7.23 | | | | | | 119,800 | | | ||
25
(1)
Represents the range of potential cash bonuses payable under the 2026 Variable Compensation Plan, as more fully described above under “Compensation Discussion and Analysis — 2026 Variable Compensation Plan.” There was no threshold or minimum amount payable under the Plan.
(2)
Reflects the grant date fair value of each equity award in accordance with authoritative guidance. The assumptions used in the calculation of this amount are included in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended March 31, 2026.
(3)
Option granted pursuant to the 2016 Equity Incentive Plan. This option vested 100% on December 1, 2025.
(4)
Option granted pursuant to the 2016 Equity Incentive Plan. This option vests 100% on April 13, 2029.
(5)
Option granted pursuant to the 2016 Equity Incentive Plan. This option vests 100% on December 1, 2026.
(6)
Option granted pursuant to the 2016 Equity Incentive Plan. This option vested 100% on December 1, 2025.
(7)
Option granted pursuant to the 2016 Equity Incentive Plan. This option vests 100% on June 2, 2029.
(8)
Option granted pursuant to the 2016 Equity Incentive Plan. This option vests 100% on December 1, 2026.
(9)
Option granted pursuant to the 2016 Equity Incentive Plan. This option vested 100% on December 1, 2025.
(10)
Option granted pursuant to the 2016 Equity Incentive Plan. This option vests 100% on May 3, 2029.
(11)
Option granted pursuant to the 2016 Equity Incentive Plan. This option vests 100% on December 1, 2026.
26
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information with respect to the value of all unexercised options previously awarded to our named executive officers as of March 31, 2026:
|
Name
|
| |
Number of Securities
Underlying Unexercised Options (#) Exercisable |
| |
Number of Securities
Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| ||||||||||||
|
Lee-Lean Shu
|
| | | | 32,749 | | | | | | — | | | | | | 4.99 | | | | | | 8/1/26 | | |
| | | | 100,000 | | | | | | — | | | | | | 7.26 | | | | | | 7/31/27 | | | ||
| | | | 100,000 | | | | | | — | | | | | | 6.70 | | | | | | 7/30/28 | | | ||
| | | | 100,000 | | | | | | — | | | | | | 8.30 | | | | | | 7/29/29 | | | ||
| | | | 100,000 | | | | | | — | | | | | | 5.83 | | | | | | 8/3/30 | | | ||
| | | | 100,000 | | | | | | — | | | | | | 5.58 | | | | | | 8/2/31 | | | ||
| | | | — | | | | | | 100,000(1) | | | | | | 4.08 | | | | | | 8/1/32 | | | ||
| | | | 150,000 | | | | | | — | | | | | | 2.27 | | | | | | 12/2/32 | | | ||
| | | | — | | | | | | 100,000(2) | | | | | | 4.39 | | | | | | 7/31/33 | | | ||
| | | | 150,000 | | | | | | — | | | | | | 1.92 | | | | | | 1/29/34 | | | ||
| | | | — | | | | | | 100,000(3) | | | | | | 2.94 | | | | | | 7/29/34 | | | ||
| | | | 150,000 | | | | | | — | | | | | | 3.68 | | | | | | 5/5/35 | | | ||
| | | | — | | | | | | 100,000(4) | | | | | | 3.96 | | | | | | 8/4/35 | | | ||
| | | | — | | | | | | 150,000(5) | | | | | | 7.23 | | | | | | 2/2/36 | | | ||
|
Patrick Chuang
|
| | | | 40,000 | | | | | | — | | | | | | 7.26 | | | | | | 7/31/27 | | |
| | | | 40,000 | | | | | | — | | | | | | 6.70 | | | | | | 7/30/28 | | | ||
| | | | 40,000 | | | | | | — | | | | | | 8.30 | | | | | | 7/29/29 | | | ||
| | | | 40,000 | | | | | | — | | | | | | 5.83 | | | | | | 8/3/30 | | | ||
| | | | — | | | | | | 40,000(6) | | | | | | 4.08 | | | | | | 8/1/32 | | | ||
| | | | — | | | | | | 40,000(7) | | | | | | 4.39 | | | | | | 7/31/33 | | | ||
| | | | — | | | | | | 40,000(8) | | | | | | 2.94 | | | | | | 7/29/34 | | | ||
| | | | — | | | | | | 40,000(9) | | | | | | 3.96 | | | | | | 8/4/35 | | | ||
| | | | | | | | | | 20,000(5) | | | | | | 7.23 | | | | | | 2/2/36 | | | ||
|
Didier Lasserre
|
| | | | 30,000 | | | | | | — | | | | | | 4.99 | | | | | | 8/1/26 | | |
| | | | 30,000 | | | | | | | | | | | | 7.26 | | | | | | 7/31/27 | | | ||
| | | | 40,000 | | | | | | — | | | | | | 6.70 | | | | | | 7/30/28 | | | ||
| | | | 40,000 | | | | | | — | | | | | | 8.30 | | | | | | 7/29/29 | | | ||
| | | | 40,000 | | | | | | — | | | | | | 5.83 | | | | | | 8/3/30 | | | ||
| | | | 40,000 | | | | | | — | | | | | | 5.58 | | | | | | 8/2/31 | | | ||
| | | | — | | | | | | 40,000(10) | | | | | | 4.08 | | | | | | 8/1/32 | | | ||
| | | | 20,000 | | | | | | — | | | | | | 2.27 | | | | | | 12/2/32 | | | ||
| | | | — | | | | | | 40,000(11) | | | | | | 4.39 | | | | | | 7/31/33 | | | ||
| | | | 20,000 | | | | | | — | | | | | | 1.92 | | | | | | 1/29/34 | | | ||
| | | | — | | | | | | 40,000(12) | | | | | | 2.94 | | | | | | 7/29/34 | | | ||
| | | | 20,000 | | | | | | — | | | | | | 3.68 | | | | | | 5/5/35 | | | ||
| | | | — | | | | | | 40,000(13) | | | | | | 3.96 | | | | | | 8/4/35 | | | ||
| | | | — | | | | | | 20,000(5) | | | | | | 7.23 | | | | | | 2/2/36 | | | ||
(1)
Option vested 100% on April 13, 2026.
(2)
Option vests 100% on April 13, 2027.
(3)
Option vests 100% on April 13, 2028.
27
(4)
Option vests 100% on April 13, 2029.
(5)
Option vests 100% on December 1, 2026.
(6)
Option vested 100% on June 2, 2026.
(7)
Option vests 100% on June 2, 2027.
(8)
Option vests 100% on June 2, 2028.
(9)
Option vests 100% on June 2, 2029.
(10)
Option vested 100% on May 3, 2026
(11)
Option vests 100% on May 3, 2027.
(12)
Option vests 100% on May 3, 2028.
(13)
Option vests 100% on May 3, 2029.
Option Exercises and Stock Vested During Last Fiscal Year
The following table sets forth information regarding options exercised by our named executive officers during the fiscal year ended March 31, 2026.
Fiscal 2026 Option Exercises
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on
Exercise ($)(1) |
| ||||||
|
Lee-Lean Shu
|
| | | | 67,251 | | | | | | 338,050 | | |
|
Patrick Chuang
|
| | | | 140,000 | | | | | | 637,802 | | |
(1)
The value realized on exercise represents the difference between the exercise price and the sale price of the shares on the date of exercise, if the shares were sold, or the difference between the exercise price and the closing price on the day of exercise for shares exercised and held.
We have not made any direct grants of stock awards to any of our employees. Accordingly, there was no vesting of restricted stock held by any named executive officers during the fiscal year ended March 31, 2026.
Potential Payments Upon Change of Control
Our executive officers, including our named executive officers, are eligible to participate in the Restated Retention Plan. Participants in the Restated Retention Plan are entitled to receive severance benefits upon an “involuntary termination” of their employment other than for “cause” or a voluntary termination for “good reason” during a period beginning two months prior to and ending two years following a “change in control,” as such terms are defined in the Restated Retention Plan.
Benefits payable under the Restated Retention Plan consist of the following (in addition to all other compensation and benefits accrued at the time of the participant’s termination):
•
A lump sum cash payment equal to: (i) the greater of 18 months of base salary or one month’s salary for each full or partial year of service for the Chief Executive Officer; (ii) the greater of 12 months of base salary or one month’s salary for each full or partial year of service for other executive officers; and (iii) 12 months of base salary or such lesser amount as the Compensation Committee may specify for other participants. Service to the Company after September 30, 2024 will not factor into the calculation of a participant’s Base Salary Severance Period (as defined in the Restated Retention Plan). The participant’s Base Salary Severance Period will be fixed at the greater of (i) eighteen months for a Chief Executive Officer or twelve months for an Executive Officer, and (ii) the Base Salary Severance Period equal to one month for each full or partial year of the Participant’s employment that was completed on or prior to September 30, 2024.
•
a lump sum cash payment of all bonuses earned by the participant in prior fiscal years but not vested and payable at the time of termination;
28
•
a lump sum cash payment of the pro rata portion of the participant’s bonus or anticipated bonus for the fiscal year in which the termination occurs (calculated as provided in the Plan) and 150% of such amount in the case of the Chief Executive Officer;
•
Medical, dental, vision and life insurance benefits for the same period covered by the participant’s base salary benefit; and
•
100% acceleration of the participant’s equity awards assumed by an acquirer in connection with a change in control, effective upon termination (100% acceleration effective upon the change in control for awards not assumed).
Benefits under the Restated Retention Plan are subject to withholding of applicable income and employment taxes. Participants are not entitled to any tax “gross up” in respect of excise taxes, if any, that might arise under the “parachute payment” provisions of the Internal Revenue Code and may be subject to a reduction in benefits if any such excise tax were applicable and the reduced benefit would maximize the net after-tax payment to the participant.
No severance or change of control payments were made to any of our executive officers in fiscal 2026.
The following table summarizes amounts that would have been payable to our named executive officers upon a termination of their employment qualifying for benefits under the Restated Retention Plan, assuming that such termination had occurred on March 31, 2026:
| | | |
Cash Severance Payment
|
| | | | | | | | | | ||||||||||||||||||
|
Name
|
| |
Based on
Salary |
| |
Based on
Bonus |
| |
Continued Health
Benefits(1) |
| |
Acceleration of
Stock Options(2) |
| |
Total
|
| |||||||||||||||
|
Lee-Lean Shu
|
| | | $ | 1,079,780 | | | | | $ | 111,644 | | | | | $ | 104,631 | | | | | $ | 1,656,412 | | | | | $ | 2,952,467 | | |
|
Patrick Chuang
|
| | | | 479,053 | | | | | | 43,839 | | | | | | 52,492 | | | | | | 207,600 | | | | | | 782,984 | | |
|
Didier Lasserre
|
| | | | 726,102 | | | | | | 43,839 | | | | | | 129,686 | | | | | | 363,100 | | | | | | 1,262,727 | | |
(1)
Represents the aggregate premium payments required to provide continued health insurance coverage under COBRA, based on the officer’s health insurance coverage in effect as of March 31, 2026.
(2)
The value of the acceleration of stock options is calculated by multiplying (x) the number of shares subject to acceleration by (y) the difference between the fair market value of a share of our common stock on March 31, 2026 ($5.14) and the per share exercise price of the unvested shares subject to acceleration.
Compensation of Directors
Our policy for the compensation of non-employee directors provides that non-employee directors are entitled to receive annual cash retainers as follows:
| | Board | | | $40,000 | |
| | Lead Director | | | $20,000 | |
| | Audit Committee: | | | | |
| |
•
Chair
|
| | $20,000 | |
| |
•
Other Members
|
| | $7,500 | |
| | Compensation Committee: | | | ||
| |
•
Chair
|
| | $10,000 | |
| |
•
Other Members
|
| | $5,000 | |
| |
Nominating and Governance Committee:
|
| | ||
| |
•
Chair
|
| | $7,500 | |
| |
•
Other Members
|
| | $3,000 | |
29
Pursuant to the terms of our option grant policy, each non-employee director receives an option to purchase a number of shares of our common stock having a fair market value equal to the aggregate amount of the annual cash retainer payable to such director for service on the Board and its committees.
The table below summarizes the compensation we paid to our directors that are not named executive officers for the fiscal year ended March 31, 2026 with respect to their services as a director.
|
Name
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Option Awards
($)(1)(2)(3) |
| |
Total ($)
|
| |||||||||
|
Jack A. Bradley
|
| | | | 34,239 | | | | | | — | | | | | | 34,239 | | |
|
Elizabeth Cholawsky
|
| | | | 72,674 | | | | | | 66,052 | | | | | | 138,726 | | |
|
Haydn Hsieh
|
| | | | 52,500 | | | | | | 43,080 | | | | | | 95,580 | | |
|
Ruey L. Lu
|
| | | | 50,739 | | | | | | 43,080 | | | | | | 93,819 | | |
|
Ronald R. Steger
|
| | | | 38,348 | | | | | | 51,692 | | | | | | 90,040 | | |
(1)
Valuation based on the dollar amount recognized during fiscal 2026 for financial statement reporting purposes pursuant to authoritative guidance, giving effect to service based vesting conditions, but disregarding the estimate of forfeitures related to such vesting conditions. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the option award. The assumptions used with respect to the valuation of option grants are set forth in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
(2)
On November 3, 2025, Dr. Cholawsky, Mr. Hsieh, Mr. Lu and Mr. Steger were granted options to purchase 8,298, 5,412, 5,412 and 6,494 shares, respectively, that will be fully vested on August 15, 2026. The grant date fair value of each of these options was $66,052, $43,080, $43,080 and $51,692, respectively.
(3)
As of March 31, 2026, each director that is not a named executive officer had the following number of shares underlying outstanding options: Dr. Cholawsky: 112,189; Mr. Hsieh: 126,424; Mr. Lu: 116,050; and Mr. Steger: 6,494.
Equity Compensation Plan Information
We currently maintain three compensation plans that provide for the issuance of our common stock to officers and other employees, directors and consultants. These consist of the 2007 Equity Incentive Plan, the 2016 Equity Incentive Plan (the “2016 Plan”) and the 2007 Employee Stock Purchase Plan (the “Purchase Plan”), each of which has been approved by stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans as of March 31, 2026:
|
Plan Category
|
| |
Number of shares to
be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of shares
remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (c) |
| |||||||||
|
Equity compensation plans approved by stockholders
|
| | | | 7,085,134 | | | | | $ | 5.25 | | | | | | 2,479,982(1)(2) | | |
(1)
Includes 516,587 shares available for future issuance under the Purchase Plan.
(2)
A total of 10,000,000 shares of common stock have been authorized and reserved for issuance under the 2016 Plan, of which 1,963,395 were available for grant as of March 31, 2026. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2016 Plan and in
30
outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the 2016 Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations. Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the 2016 Plan.
31
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following: (1) tabular executive compensation disclosure for our principal executive officer, our other named executive officers, and company performance for the fiscal years listed below and (2) additional disclosure relative to the relationship between the “Compensation Actually Paid” set forth in the Pay versus Performance Table and each of the performance metrics set forth in the Pay versus Performance Table, in each case over our fiscal years ending March 31 of 2024, 2025, and 2026.
Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to the section entitled “Executive Compensation”. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our principal executive officer (“PEO”) or other named executive officers (“NEOs”) for any of the periods listed. These amounts reflect Summary Compensation Table total compensation with certain adjustments as described in the following table and footnotes.
| Pay Versus Performance | | ||||||||||||||||||||||||||||||||||||
| Year(1) | | | Summary Compensation Table Total for our PEO(2) | | | Compensation Actually Paid to our PEO(3) | | | Average Summary Compensation Table Total for our NEOs(2) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) | | | Total Stockholder Return (Value of $100 Initial Investment on 3/31/23)(5) | | | Net Income (Loss)(6) | | ||||||||||||||||||
| 2026 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||||
| 2025 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||||
| 2024 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||||
(1)
(2)
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of Lee-Lean Shu and (ii) the average of the total compensation reported in the Summary Compensation Table for the NEOs in the indicated year for such years.
(3)
Amounts reported in this column represent the compensation actually paid to our PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
| PEO | | ||||||||||||||||||
| +/- | | | 2024 | | | 2025 | | | 2026 | | |||||||||
| Summary Compensation Table – Total Compensation(a) | | | | $ | | | | | $ | | | | | $ | | | |||
| - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | | | | $ | | | | | $ | | | | | $ | | | |||
| + Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | | | | $ | | | | | $ | | | | | $ | | | |||
| + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | | | | $ | | | | | $ | ( | | | | | $ | | | ||
32
| PEO | | | ||||||||||||||||||||
| +/- | | | 2024 | | | 2025 | | | 2026 | | | |||||||||||
| + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | | | | $ | | | | | $ | | | | | $ | | | | |||||
| + Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | | | | $ | | | | | $ | | | | | $ | | | | |||||
| - Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | | | | $ | | | | | $ | | | | | $ | | | | |||||
| = Compensation Actually Paid | | | | $ | | | | | $ | | | | | $ | | | | | | |||
(a)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(b)
Represents the aggregate grant date fair value of the option awards granted to our PEO during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(c)
Represents the aggregate fair value as of the indicated fiscal year-end of our PEO’s outstanding and unvested option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718.
(d)
Represents the aggregate change in fair value (measured from the prior fiscal year-end) during the indicated fiscal year of the outstanding and unvested option awards held by our PEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(e)
Represents the aggregate fair value at vesting of the option awards that were granted to our PEO and vested during the indicated fiscal year (of which there were none for 2024 or 2025)
(f)
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award held by our PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(g)
Represents the aggregate fair value as of the last day of the prior fiscal year of our PEO’s option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year (of which there were none for 2024, 2025, or 2026)
(4)
Amounts reported in this column represent the compensation actually paid to the NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:
| NEO Average | | ||||||||||||||||||
| +/- | | | 2024 | | | 2025 | | | 2026 | | |||||||||
| Summary Compensation Table – Total Compensation(a) | | | | $ | | | | | $ | | | | | $ | | | |||
| - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | | | | $ | | | | | $ | | | | | $ | | | |||
| + Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | | | | $ | | | | | $ | | | | | $ | | | |||
| + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | | | | $ | | | | | $ | ( | | | | | $ | | | ||
33
| NEO Average | | | ||||||||||||||||||||
| +/- | | | 2024 | | | 2025 | | | 2026 | | | |||||||||||
| + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | | | | $ | | | | | $ | | | | | $ | | | | |||||
| + Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | | | | $ | | | | | $ | ( | | | | | $ | | | | ||||
| - Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | | | | $ | | | | | $ | | | | | $ | | | | | | |||
| = Compensation Actually Paid | | | | $ | | | | | $ | | | | | $ | | | | | | |||
Please see footnote 1 for the Reported NEOs included in the average for each indicated fiscal year.
(a)
Represents the average Total Compensation as reported in the Summary Compensation Table for the Reported NEOs in the indicated fiscal year.
(b)
Represents the average aggregate grant date fair value of the option awards granted to the Reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(c)
Represents the average aggregate fair value as of the indicated fiscal year-end of the Reported NEOs’ outstanding and unvested option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718.
(d)
Represents the average aggregate change in fair value (measured from the prior fiscal year-end) during the indicated fiscal year of the outstanding and unvested option awards held by the Reported NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(e)
Represents the average aggregate fair value at vesting of the option awards that were granted to the Reported NEOs and vested during the indicated fiscal year (of which there were none for 2024 or 2025).
(f)
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award held by the Reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(g)
Represents the average aggregate fair value as of the last day of the prior fiscal year of the Reported NEOs’ option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year (of which there were none for 2024, 2025, or 2026).
(5)
Pursuant to Item 402(v) of Regulation S-K, this calculation assumes $100 was invested in our common stock on March 31, 2023, the last day of our fiscal year 2023, using the closing stock price at the end of that day. Historic stock price performance is not necessarily indicative of future stock price performance.
(6)
The dollar amounts represent the amount of net income (loss) attributable to GSI Technology as reflected in our audited financial statements for the applicable fiscal year.
Relationship Between Pay and Performance
We believe “Compensation Actually Paid” over fiscal 2024, 2025, and 2026 is reflective of our Compensation Committee’s emphasis on aligning pay and performance given “Compensation Actually
34
Paid” declined from 2024 to 2025, and subsequently increased from 2025 to 2026, in both cases largely driven by our stock price performance and the emphasis on equity compensation in our executive compensation program.
The following charts illustrate the relationship between pay and performance, as calculated per Item 402(v) of Regulation S-K:
Compensation Actually Paid vs. TSR
35
RELATED PERSON TRANSACTIONS
Procedures for Approval of Related Person Transactions
Pursuant to our Code of Business Conduct and Ethics and the Audit Committee Charter, our executive officers, directors, and principal stockholders, including their immediate family members and affiliates, are prohibited from entering into a related party transaction with us without the prior consent of our Audit Committee which reviews and approves any related party transactions.
We have entered into indemnification agreements with our officers and directors containing provisions that may require us, among other things, to indemnify our officers and directors against certain liabilities that may arise by reason of their status or service as officers or directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Other Transactions
For information regarding the grant of stock options to our directors and executive officers, please see “Executive Compensation — Compensation of Directors” and “Executive Compensation — Grants of Plan-Based Awards, — Outstanding Equity Awards at Fiscal Year-End and — Potential Payments Upon Change of Control.”
37
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT
The following table sets forth, as of June 30, 2026 certain information with respect to the beneficial ownership of GSI Technology’s common stock by (i) each stockholder known by GSI Technology to be the beneficial owner of more than 5% of GSI Technology’s common stock, (ii) each director and director nominee of GSI Technology, (iii) each executive officer named in the Summary Compensation Table, and (iv) all directors and executive officers of GSI Technology as a group:
|
Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2) |
| |
Percentage
of Shares Beneficially Owned(3) |
| ||||||
| Directors, Named Executive Officers and certain Executive Officers: | | | | | | | | | | | | | |
|
Lee-Lean Shu(4)
|
| | | | 3,543,989 | | | | | | 9.0 | | |
|
Elizabeth Cholawsky(5)
|
| | | | 113,529 | | | | | | * | | |
|
Haydn Hsieh(6)
|
| | | | 147,424 | | | | | | * | | |
|
Ruey L. Lu(7)
|
| | | | 172,550 | | | | | | * | | |
|
Ronald R. Steger(8)
|
| | | | 6,494 | | | | | | * | | |
|
Patrick Chuang(9)
|
| | | | 95,166 | | | | | | * | | |
|
Didier Lasserre(10)
|
| | | | 600,907 | | | | | | 1.6 | | |
|
All executive officers and directors as a group (11 persons)(11)
|
| | | | 6,806,685 | | | | | | 16.6 | | |
*
Less than 1.0%
(1)
The address for those individuals and entities not otherwise indicated is 1213 Elko Drive, Sunnyvale, California 94089. Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the other footnotes to this table.
(2)
Under the rules of the SEC, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options.
(3)
Calculated on the basis of 38,372,073 shares of common stock outstanding as of June 30, 2026, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after June 30, 2026 are deemed to be outstanding for the purpose of calculating that stockholder’s percentage beneficial ownership.
(4)
Includes: 950,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2026; 13,600 shares held by Mr. Shu’s children; 530,939 shares held by Mr. Shu’s spouse; and 67,033 shares issuable upon exercise of options held by his spouse that are exercisable within 60 days of June 30, 2026.
(5)
Includes 112,189 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2026.
(6)
Includes 126,424 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2026.
(7)
Includes 116,050 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2026.
(8)
Includes 6,494 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2026.
(9)
Includes 80,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2026.
(10)
Includes 290,000 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2026.
(11)
Includes an aggregate of 2,718,190 shares issuable upon exercise of options that are exercisable within 60 days following June 30, 2026.
38
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
AT NEXT ANNUAL MEETING
Stockholder proposals may be included in our proxy materials for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in applicable SEC rules and our bylaws. For a stockholder proposal to be included in our proxy materials for the 2027 annual meeting in accordance with Rule 14a-8 under the Exchange Act and our bylaws, the proposal must be received at our principal executive offices, addressed to the Secretary, not later than March 18, 2027.
Submitting a stockholder proposal does not guarantee that we will include it in our proxy statement. Our Nominating and Governance Committee reviews all stockholder proposals and makes recommendations to the board for actions on such proposals. For information on qualifications of director nominees considered by our Nominating and Governance Committee, see the “Corporate Governance” section of this proxy statement.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors knows of no other business that will be conducted at the 2026 Annual Meeting other than as described in this Proxy Statement. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement of the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.
ANNUAL REPORT ON FORM 10-K
A copy of our annual report on Form 10-K (without exhibits) for the fiscal year ended March 31, 2026 is being distributed along with this proxy statement. We refer you to such report for financial and other information about us, but such report is not incorporated in this proxy statement and is not deemed to be a part of the proxy solicitation material. It is also available on our website at www.gsitechnology.com. In addition, the report (with exhibits) is available at the SEC’s website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to 1213 Elko Drive, Sunnyvale, California 94089.
Douglas Schirle
Secretary
Secretary
July 16, 2026
39
MMMMMMMMMMMM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR all nominees and FOR Proposals 2 and 3. 1. To elect the following five (5) persons as directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified: 01 - Lee-Lean Shu, Chairman of the Board, President and Chief Executive Officer, GSI Technology, Inc. 04 - Haydn Hsieh Chairman and Chief Strategy Officer, WNC For Withhold 02 - Ronald R. Steger, Former Audit Partner for KPMG LLP. 05 - Ruey L. Lu President, EMPIA Technology For Withhold 03 - Elizabeth Cholawsky Operating Advisor of Updata Partners; Former Chief Executive Officer of HG Insights Inc. For Withhold 2. To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2027; 4. To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. ForAgainst AbstainForAgainst Abstain 3. To vote on an advisory (non-binding) resolution regarding the fiscal 2026 compensation of the executive officers named in the Summary Compensation Table included in the proxy statement for the annual meeting; and WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE REPRESENTED AT THE MEETING. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box. 1 U P X 04B9WB 6 9 1 3 3 7
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy — GSI TECHNOLOGY, INC. Proxy for the Annual Meeting of Stockholders To be held on August 20, 2026 Solicited by the Board of Directors The annual meeting of the stockholders will be held on Thursday, August 20, 2026, at 2:00 p.m. PDT, via audio webcast at https://meetnow.global/MSH2UA9. The undersigned hereby appoints Lee-Lean Shu, Douglas Schirle, and each of them, with full power of substitution, as proxies and attorneys-in-fact to represent the undersigned and to vote all of the shares of stock in GSI Technology, Inc., a Delaware corporation (the “Company”), which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held on Thursday, August 20, 2026 at 2:00 P.M. PDT, and at any adjournment or postponement thereof (1) as hereinafter specified upon the proposals listed on the reverse side and as more particularly described in the Proxy Statement of the Company dated July 16, 2026 (the “Proxy Statement”), receipt of which is hereby acknowledged, and (2) in their discretion upon such other matters as may properly come before the meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 20, 2026: A complete set of proxy materials relating to our annual meeting is available on the Internet. These materials, consisting of the notice of annual meeting, proxy statement, proxy card and annual report to stockholders, may be viewed at http://ir.gsitechnology.com/proxy-materials. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3.