GSI Technology sets 2027 performance-based bonus plan

GSI Technology, Inc. has adopted a new 2027 Variable Compensation Plan for its executive officers and certain key employees.

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Form Type

8-K

Rhea-AI Filing Summary

GSI Technology, Inc. has adopted a new 2027 Variable Compensation Plan for its executive officers and certain key employees. The plan provides cash bonus opportunities tied to company performance for the fiscal year ending March 31, 2027, focusing on SRAM net revenue and Associative Processing Unit (APU) net revenue and/or related research and development funding.

Under the plan, CEO Lee-Lean Shu has a target bonus of $275,000, while each other executive officer has a target bonus of $137,500. Actual payouts can reach up to 2x these target amounts if performance goals are exceeded. Awards vest over three years: 60% on the last business day of April 2027 and 20% on the last business day of April in each of the following two years, encouraging both performance and retention.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CEO target bonus: $275,000 Other executives’ target bonus: $137,500 Maximum payout multiple: 2x target bonus +3 more

6 metrics

CEO target bonus $275,000 Target cash bonus for Lee-Lean Shu under 2027 Plan

Other executives’ target bonus $137,500 Target cash bonus for each other executive officer

Maximum payout multiple 2x target bonus If target performance goals are exceeded

Initial vesting portion 60% Vests and is payable last business day of April 2027

Subsequent vesting portions 20% + 20% Vests on last business day of April in following two years

Performance period end March 31, 2027 Fiscal year end for 2027 Plan performance measurement

Key Terms

2027 Variable Compensation Plan, SRAM net revenue, Associative Processing Unit (APU), research and development funding, +1 more

5 terms

2027 Variable Compensation Plan financial

"adopted the Company's 2027 Variable Compensation Plan (the "2027 Plan")"

SRAM net revenue financial

"achievement of performance criteria based on SRAM net revenue and Associative Processing Unit"

Associative Processing Unit (APU) technical

"Associative Processing Unit (APU) net revenue and/or research and development funding"

An associative processing unit (APU) is a specialized chip designed to find and match patterns across large datasets by comparing entries in parallel rather than one-by-one, like spotting a familiar face in a crowd all at once. For investors, APUs matter because they can dramatically speed up tasks such as artificial intelligence, real-time analytics, or genome searches, which can lower operating costs, enable new products, and give companies a competitive edge in data-driven markets.

research and development funding financial

"research and development funding recorded as offset to research and development expense"

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GSI Technology (GSIT) announce in this 8-K filing?

GSI Technology adopted its 2027 Variable Compensation Plan for executives and key employees. The plan offers cash bonuses based on fiscal 2027 performance, primarily tied to SRAM and APU-related revenue metrics and research and development funding.

How are executive bonuses structured under GSI Technology’s 2027 Plan?

Each participant has a fixed target bonus, with payments adjusted by performance. CEO Lee-Lean Shu’s target is $275,000, while other executive officers each have a $137,500 target, subject to increases or decreases based on revenue-based performance criteria.

Which performance metrics drive payouts in GSI Technology’s 2027 Plan?

Payouts depend on achievement of performance criteria based on SRAM net revenue and APU net revenue and/or research and development funding recorded as an offset to research and development expense for APU products during fiscal year ending March 31, 2027.

Can bonuses under GSI Technology’s 2027 Plan exceed target amounts?

Yes. If target performance goals are exceeded, actual bonus awards under the 2027 Plan may be up to two times each participant’s target bonus. Awards also decrease if overall net revenue and APU net revenue targets are not reached.

How do bonuses vest under GSI Technology’s 2027 Variable Compensation Plan?

Bonus awards vest over three years, contingent on continued employment. Sixty percent becomes vested and payable on the last business day of April 2027, and twenty percent vests on the last business day of April in each of the next two years.

Who is eligible to participate in GSI Technology’s 2027 Plan?

All executive officers of GSI Technology are eligible to participate in the 2027 Plan. In addition, certain other non-executive officers and key employees may also participate, aligning broader leadership incentives with company performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 04:05 PM EDT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 26, 2026

GSI Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33387		77-0398779
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

1213 Elko Drive
Sunnyvale, California 94089

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(408) 331-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, $0.001 par value		GSIT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2026, the Compensation Committee of the Board of Directors of GSI Technology, Inc. (the "Company") adopted the Company's 2027 Variable Compensation Plan (the "2027 Plan"), which is similar in structure to previous variable compensation plans for the Company's executive officers. The 2027 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, 2027. Each of the Company's executive officers is eligible to participate in the 2027 Plan. Certain other non-executive officers and key employees are also eligible to participate.

Under the 2027 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 2027 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 2027 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 2027 and 20% becoming vested and payable on the last business day of April in each of the succeeding two years.

A copy of the 2027 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. 2027 Variable Compensation Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	GSI Technology, Inc.

Date: May 28, 2026	By:	/s/ Douglas M. Schirle
		Douglas M. Schirle
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 24.6 KB