DEF 14A of Gsi Technology Inc, Jul 17, 2025

DEF 14A of Gsi Technology Inc

Filed Jul 17, 2025 · FY20250001104659-25-068655

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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 2026 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. Four of the nominees currently serve on the Board of Directors. Jack A. Bradley, the fifth member of the current Board of Directors, is not standing for re-election. Mr. Steger was recommended for nomination by our Nominating and Governance Committee to serve as our new independent director and will fill the vacancy resulting from Mr. Bradley’s decision to not stand for re-election. 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, 2025, regarding our current directors who are nominees for election at the annual meeting, along with director nominee Mr. Steger:

  2. ELECTION OF DIRECTORS

    | 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. | 69 | 2019 | | Haydn Hsieh | Chairman and Chief Strategy Officer of Wistron NeWeb Corp. | 70 | 2008 | | Ruey L. Lu | President of eMPIA Technology | 69 | 2000 | | Lee-Lean Shu | President, Chief Executive Officer and Chairman of the Board of Directors of GSI Technology | 70 | 1995 | | Ronald R. Steger | Board member of Great Lakes Dredge and Dock Company; Former Audit Partner for KPMG LLP | 71 | — |

  3. Business Experience of Director Nominees

    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. Dr. Cholawsky has held the role of Operating Advisor with Updata Partners, a growth equity firm specializing 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 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 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 is a new director nominee standing for election for the first time. Mr. Steger has served as a member of the Board of Directors of Great Lakes Dredge and Dock Company (Nasdaq:GLDD)

  4. Business Experience of Director Nominees

    since May 2018. Previously he served on the Boards of Directors of Near Intelligence, Inc. 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 gained significant knowledge regarding the marine services industry through his board service. 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.

  5. Philosophy and Objectives

    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.

  6. Compensation-Setting Process

    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 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 or 2025. 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.

  7. Components of Compensation

    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.

  8. Fiscal 2025 Base Salary

    Fiscal 2025 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 2025, the Compensation Committee conducted its annual review of executive compensation. In connection with its fiscal 2025 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 three companies that were no longer public reporting companies (the “Fiscal 2025 Peer Companies”). The Fiscal 2025 Peer Companies include industry peers and similarly-sized companies in our broader industry group. The Fiscal 2025 Peer Companies were as follows:

  9. 2025 Variable Compensation Plan

    2025 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 28, 2024, the Compensation Committee adopted the 2025 Variable Compensation Plan, which was similar in structure to previous variable compensation plans for the Company’s executive officers. The 2025 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 2025 Variable Compensation Plan. Certain non-executive officers were also eligible to participate. Under the 2025 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 2025 Variable Compensation Plan could have been up to two times their target bonuses. There was no threshold or minimum amount payable under the 2025 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 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 2025. For fiscal 2025, our net SRAM revenues were 99.7% of the target in the 2025 Variable Compensation Plan. The net SRAM revenues bonus earned by our executive officers in fiscal 2025 was 99.7% of the net SRAM revenues target bonus under the 2025 Variable Compensation Plan. Original target bonus amounts for each of the named executive officers under the 2025 Variable Compensation Plan and the bonuses actually earned under the plan for their services during fiscal 2025 were as follows:

  10. 2025 Variable Compensation Plan

    | Name | Fiscal 2025 Target Bonus | Fiscal 2025 Bonus Earned | | Lee-Lean Shu | $275,000 | $54,828 | | Patrick Chuang | $137,500 | $27,414 | | Didier Lasserre | $137,500 | $27,414 |

  11. Long-Term Incentive Compensation

    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 meetings of the Compensation Committee. Accordingly, option grants to new employees hired since the previous quarterly meeting and annual grants to continuing employees with anniversary dates subsequent to the previous meeting are made each quarter. The effective date of each quarterly grant is the later of the second trading day following the public announcement of our financial results for the preceding quarter or the date of the meeting at which the grant is approved. 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 2025, the Compensation Committee approved grants to our named executive officers of options to purchase the following number of shares of our common stock:

  12. Long-Term Incentive Compensation

    | Name | Shares | | Lee-Lean Shu | 100,000 | | Patrick Chuang | 40,000 | | Didier Lasserre | 40,000 |

  13. Long-Term Incentive Compensation

    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. 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 2025 option grants to named executive officers are reflected in the “Summary Compensation Table” below, and further information about these grants is contained in the “Fiscal 2025 Grants of Plan-Based Awards” table below.

  14. Executive Retention and Severance Plan

    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.”

  15. Inter-Relationship of Components of Compensation Packages

    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.

  16. Tax Considerations

    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).

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation earned during the fiscal years ended March 31, 2025 and 2024 by our Chief Executive Officer and our two other most highly compensated executive officers, determined as of March 31, 2025:

  18. Summary Compensation Table

    | 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 | 2025 | 302,339 | 212,000 | 54,828(2) | — | 569,167 | | | 2024 | 302,339 | 482,217 | 89,080 | — | 873,636 | | Patrick Chuang Senior Vice President, Memory Design | 2025 | 323,361 | 84,800 | 27,414(3) | — | 435,575 | | | 2024 | 323,361 | 139,725 | 44,540 | — | 507,626 | | Didier Lasserre Vice President, Sales | 2025 | 290,441 | 84,800 | 27,414(3) | 5,400(4) | 408,055 | | | 2024 | 290,441 | 139,725 | 44,540 | 5,400(4) | 480,106 |

  19. Summary Compensation Table

    (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, 2025. 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 2025 Variable Compensation Plan, of which $32,896 was paid in June 2025, $10,966 will be vested and payable on the last day of April 2026 and $10,966 will be vested and payable on the last day of April 2027. (3) Earned under the 2025 Variable Compensation Plan, of which $16,448 was paid in June 2025, $5,483 will be vested and payable on the last day of April 2026 and $5,483 will be vested and payable on the last day of April 2027. (4) Represents Mr. Lasserre’s car allowance of $5,400.

  20. Grants of Plan-Based Awards

    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, 2025 to our named executive officers:

  21. Grants of Plan-Based Awards

    | | | 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 | 7/29/24 | — | 275,000 | 550,000 | 100,000(3) | 2.94 | 212,000 | | Patrick Chuang | 7/29/24 | — | 137,500 | 275,000 | 40,000(4) | 2.94 | 84,800 | | Didier Lasserre | 7/29/24 | — | 137,500 | 275,000 | 40,000(5) | 2.94 | 84,800 |

  22. Grants of Plan-Based Awards

    Represents the range of potential cash bonuses payable under the 2025 Variable Compensation Plan, as more fully described above under “Compensation Discussion and Analysis — 2025 Variable Compensation Plan.” There was no threshold or minimum amount payable under the Plan. 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, 2025. (3) Option granted pursuant to the 2016 Equity Incentive Plan. This option vests 100% on April 13, 2028. (4) Option granted pursuant to the 2016 Equity Incentive Plan. This option vests 100% on June 2, 2028. Option granted pursuant to the 2016 Equity Incentive Plan. This option vests 100% on May 3, 2028.

  23. Outstanding Equity Awards at Fiscal Year-End

    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, 2025:

  24. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Lee-Lean Shu | 100,000 | — | 4.98 | 8/3/25 | | | 100,000 | — | 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(1) | 5.58 | 8/2/31 | | | — | 100,000(2) | 4.08 | 8/1/32 | | | 150,000 | — | 2.27 | 12/2/32 | | | — | 100,000(3) | 4.39 | 7/31/33 | | | 150,000 | — | 1.92 | 1/29/34 | | | — | 100,000(4) | 2.94 | 7/29/34 | | Patrick Chuang | 40,000 | — | 4.98 | 8/3/25 | | | 40,000 | — | 4.99 | 8/1/26 | | | 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(5) | 5.58 | 8/2/31 | | | — | 40,000(6) | 4.08 | 8/1/32 | | | 20,000 | — | 2.27 | 12/2/32 | | | — | 40,000(7) | 4.39 | 7/31/33 | | | 20,000 | — | 1.92 | 1/29/34 | | | — | 40,000(8) | 2.94 | 7/29/34 | | Didier Lasserre | 30,000 | — | 4.98 | 8/3/25 | | | 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(9) | 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 |

  25. Outstanding Equity Awards at Fiscal Year-End

    Option vested 100% on April 13, 2025. (3) Option vests 100% on April 13, 2027. (4) Option vests 100% on April 13, 2028. (5) Option vested 100% on June 2, 2025. (6) Option vests 100% on June 2, 2026. (7) Option vests 100% on June 2, 2027. (8) Option vests 100% on June 2, 2028. (9) Option vested 100% on May 3, 2025 (10) Option vests 100% on May 3, 2026. (11) Option vests 100% on May 3, 2027. (12) Option vests 100% on May 3, 2028.

  26. Option Exercises and Stock Vested During Last Fiscal Year

    Option Exercises and Stock Vested During Last Fiscal Year There were no options exercised by our named executive officers during the fiscal year ended March 31, 2025. 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, 2025.

  27. Potential Payments Upon Change of Control

    Potential Payments Upon Change of Control Our executive officers, including our named executive officers, are eligible to participate in our Amended and Restated Executive Retention and Severance Plan (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; • 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 2025. 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, 2025:

  28. Potential Payments Upon Change of Control

    | | 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 | $117,874 | $98,422 | $16,500 | $1,312,576 | | Patrick Chuang | 479,053 | 45,230 | 52,492 | 2,200 | 578,975 | | Didier Lasserre | 726,102 | 45,230 | 123,796 | 2,200 | 897,328 |

  29. Potential Payments Upon Change of Control

    (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, 2025. (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, 2025 ($2.03) and the per share exercise price of the unvested shares subject to acceleration.

  30. Compensation of Directors

    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:

  31. Compensation of Directors

    | 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 |

  32. Compensation of Directors

    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, 2025 with respect to their services as a director.

  33. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2)(3) | Total ($) | | Jack A. Bradley | 87,697 | 63,785 | 151,482 | | Elizabeth Cholawsky | 60,500 | 44,103 | 104,603 | | Haydn Hsieh | 52,500 | 38,271 | 90,771 | | Ruey L. Lu | 48,000 | 34,992 | 82,992 | | Barbara Nelson | 21,671 | — | 21,671 | | Robert Yau(4) | — | — | — |

  34. Compensation of Directors

    (1) Valuation based on the dollar amount recognized during fiscal 2025 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, 2025. (2) On October 28, 2024, Mr. Bradley, Dr. Cholawsky, Mr. Hsieh and Mr. Lu were granted options to purchase 23,712, 16,395, 14,227 and 13,008 shares, respectively, that will be fully vested on August 15, 2025. The grant date fair value of each of these options was $63,785, $44,103, $38,271 and $34,992, respectively. (3) As of March 31, 2025, each director that is not a named executive officer had the following number of shares underlying outstanding options: Mr. Bradley: 171,533; Dr. Cholawsky: 103,891; Mr. Hsieh: 125,012; and Mr. Lu: 114,638. (4) Mr. Yau, who resigned from the Board of Directors in October 2024, was previously an employee of the Company, and therefore no additional compensation was provided to Mr. Yau for his services as a director.

  35. PAY VERSUS PERFORMANCE

    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 2023, 2024, and 2025. 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.

  36. PAY VERSUS PERFORMANCE

    | 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 3/31/22)(5) | Net Income (Loss)(6) | | 2025 | $569,167 | $234,311 | $421,815 | $253,850 | $53 | $(10,639,000) | | 2024 | $873,636 | $1,752,432 | $493,866 | $816,008 | $89 | $(20,087,000) | | 2023 | $730,266 | $292,681 | $401,310 | $245,877 | $45 | $(15,977,000) |

  37. PAY VERSUS PERFORMANCE

    (1) Lee-Lean Shu served as the Company’s PEO for the entirety of our fiscal years ending March 31 of 2023, 2024, and 2025. The Company’s NEOs other than our PEO (the “Reported NEOs”) for the indicated fiscal years were as follows: — 2025: Didier Lasserre and Patrick Chung — 2024: Didier Lasserre and Patrick Chung — 2023: Douglas M. Schirle and Didier Lasserre (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:

  38. PAY VERSUS PERFORMANCE

    | PEO | | | | | +/- | 2023 | 2024 | 2025 | | Summary Compensation Table – Total Compensation(a) | $730,266 | $873,636 | $569,167 | | - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $341,545 | $482,217 | $212,000 | | + Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $142,783 | $627,224 | $138,096 |

  39. PAY VERSUS PERFORMANCE

    | PEO | | | | | +/- | 2023 | 2024 | 2025 | | + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $(228,557) | $528,280 | $(301,887) | | + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $0 | $0 | $0 | | + 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) | $(10,266) | $205,509 | $40,934 | | - 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) | $0 | $0 | $0 | | = Compensation Actually Paid | $292,681 | $1,752,432 | $234,311 |

  40. PAY VERSUS PERFORMANCE

    (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 2023, 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 2023, 2024, or 2025) (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:

  41. PAY VERSUS PERFORMANCE

    | NEO Average | | | | | +/- | 2023 | 2024 | 2025 | | Summary Compensation Table – Total Compensation(a) | $401,310 | $493,866 | $421,815 | | - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $94,446 | $139,725 | $84,800 | | + Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $29,951 | $143,481 | $55,239 |

  42. PAY VERSUS PERFORMANCE

    | NEO Average | | | | | +/- | 2023 | 2024 | 2025 | | + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $(91,423) | $211,312 | $(120,755) | | + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $0 | $0 | $0 | | + 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) | $485 | $107,074 | $(17,649) | | - 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) | $0 | $0 | $0 | | = Compensation Actually Paid | $245,877 | $816,008 | $253,850 |

  43. PAY VERSUS PERFORMANCE

    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 2023, 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 2023, 2024, or 2025). (5) Pursuant to Item 402(v) of Regulation S-K, this calculation assumes $100 was invested in our common stock on March 31, 2022, the last day of our fiscal year 2022, 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.

  44. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  45. Compensation Actually Paid vs. Net Loss

    Compensation Actually Paid vs. Net Loss