Business Context and Reporting Period
This Form 8-K is a current report filed by GSI Technology, Inc. on May 26, 2026. The filing discloses the adoption of the Company's 2027 Variable Compensation Plan by the Compensation Committee of the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements rather than financial performance results.
Material Changes
The primary material change disclosed is the implementation of the 2027 Variable Compensation Plan, which establishes new cash bonus structures for executive officers and key employees for the fiscal year ending March 31, 2027.
Guidance, Outlook, and Management Commentary
- Compensation Structure: The plan targets performance based on SRAM net revenue, Associative Processing Unit (APU) net revenue, and/or R&D funding recorded as an offset to R&D expense for APU products.
- Target Bonuses:
- Lee-Lean Shu (President, CEO, and Chairman): $275,000.
- Other Executive Officers: $137,500 each.
- Performance Multipliers: Actual awards may range from zero up to two times the target bonus depending on the achievement of net revenue targets.
- Vesting Schedule:
- 60% vests on the last business day in April 2027.
- 20% vests on the last business day of April in each of the succeeding two years.
Investor Verification Checklist
- Verify the specific performance thresholds for SRAM and APU net revenue required to trigger bonus payouts.
- Review the full text of the 2027 Variable Compensation Plan filed as Exhibit 10.1 for detailed eligibility criteria.
- Monitor future filings for actual revenue figures against the targets set in this plan to assess potential cash outflows.
- Confirm the continued employment status of executive officers to determine vesting eligibility.