GSI TECHNOLOGY INC
For the period ended Aug 21, 2025. Filed Jul 17, 2025.
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Aug 21, 2025 · Filed Jul 17, 2025
Contents
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.
| 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) | | |
(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:
| 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 | | |
| 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 | | |
(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:
| 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 | | |
| 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 | | |
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.
Relationship Between Pay and Performance
We believe “Compensation Actually Paid” over fiscal 2023, 2024, and 2025 is reflective of our Compensation Committee’s emphasis on aligning pay and performance given “Compensation Actually
Paid” increased from 2023 to 2024, and then declined from 2024 to 2025, in both cases largely driven by our stock price performance and the emphasis on the use of equity awards 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
Compensation Actually Paid vs. Net Loss
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.