GSI Technology filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2025, the Compensation Committee of the Board of Directors of GSI Technology, Inc. (the “Company”) adopted the Company’s 2026 Variable Compensation Plan (the “2026 Plan”), which is similar in structure to previous variable compensation plans for the Company’s executive officers. The 2026 Plan is designed to encourage performance and retention of eligible employees by providing cash bonus awards based on the Company’s performance during the fiscal year ending March 31, 2026. Each of the Company’s executive officers is eligible to participate in the 2026 Plan. Certain other non-executive officers and key employees are also eligible to participate.
Under the 2026 Plan, each participant has a designated target bonus. The target bonus for Lee-Lean Shu, the Company’s President, Chief Executive Officer and Chairman, is $275,000, and the target bonus for each of the other executive officers is $137,500. The actual bonus awards will be computed on the basis of the Company’s achievement of performance criteria based on SRAM net revenue and Associative Processing Unit (APU) net revenue and/or research and development funding recorded as offset to research and development expense for the APU products. The amounts payable under the 2026 Plan will be increased or decreased based upon the Company achieving or missing the overall net revenue target and the APU net revenue targets. If the target performance goals are exceeded, the actual bonus awards payable to participants may be up to two times the target bonus.
Bonus awards under the 2026 Plan are 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 of April in each of the succeeding two years.
A copy of the 2026 Plan is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | GSI Technology, Inc. 2026 Variable Compensation Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 29, 2025
| GSI Technology, Inc. | ||
| By: | /s/ Douglas M. Schirle | |
| Douglas M. Schirle | ||
| Chief Financial Officer | ||
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