Business Context and Reporting Period
This Form 8-K Current Report was filed by GSI Technology, Inc. on May 27, 2025. The filing primarily addresses Item 5.02 regarding the adoption of a new executive compensation plan. The company is incorporated in Delaware and trades on The Nasdaq Stock Market LLC under the symbol GSIT.
Key Financial Metrics
This filing does not contain financial statements, revenue figures, profit data, cash flow, margins, debt levels, or liquidity metrics. The document focuses exclusively on the terms of a new variable compensation plan.
Material Changes and Compensation Plan Details
On May 27, 2025, the Compensation Committee adopted the 2026 Variable Compensation Plan for the fiscal year ending March 31, 2026. Key terms include:
- Target Bonuses:
- Lee-Lean Shu (President, CEO, Chairman): $275,000.
- Other Executive Officers: $137,500 each.
- Performance Criteria: Awards are 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.
- Payout Potential: Actual awards may range from zero up to two times the target bonus depending on performance against net revenue targets.
- Vesting Schedule:
- 60% vested and payable on the last business day of April 2026.
- 20% vested and payable on the last business day of April 2027.
- 20% vested and payable on the last business day of April 2028.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on market outlook, or specific risk factors beyond the standard contingencies inherent in performance-based compensation. The plan explicitly ties executive compensation to the achievement of specific revenue targets for SRAM and APU products.
Investor Verification Checklist
- Verify the specific performance thresholds for SRAM and APU net revenue required to achieve target and maximum payouts.
- Review the full text of the 2026 Variable Compensation Plan filed as Exhibit 10.1 for detailed eligibility and clawback provisions.
- Monitor future quarterly reports to assess the company's progress toward the revenue targets established in this plan.
- Confirm the total number of executive officers and key employees eligible to participate to estimate total potential cash outflow.