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Get filing alertsGSI Technology sets exec bonuses tied to SRAM and APU revenue targets for fiscal 2027
Filed May 28, 2026 · Period ending May 26, 2026 · ~1 min read
Key Changes
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Executive bonuses tied to SRAM revenue and APU revenue/R&D funding metrics, with potential to double if targets exceeded. This directly links management pay to success of both legacy SRAM business and newer APU product line.
Item 5.02 verify on EDGAR → -
medium
CEO target bonus set at $275,000, other executives at $137,500 each. Bonuses can reach 2x target for outperformance or decrease if revenue targets missed.
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Three-year vesting schedule: 60% pays April 2027, remaining 40% split over next two years. Structure designed to retain executives through fiscal 2029.
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Plan follows similar structure to prior years' variable compensation plans, indicating continuity in executive compensation approach.
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Summary
GSI Technology's board approved a performance-based bonus plan for fiscal 2027 that ties executive pay directly to revenue growth in both its traditional SRAM memory business and its newer Associative Processing Unit (APU) products.
The plan sets CEO Lee-Lean Shu's target bonus at $275,000 and other executives at $137,500, with actual payouts ranging from below target to 2x target based on whether the company hits specific revenue goals. For retail investors, this matters because it shows management's compensation is now explicitly linked to APU commercialization success—not just overall revenue.
The APU business represents GSI's strategic pivot into AI-accelerated computing, so tying bonuses to APU revenue and R&D funding offsets signals the board views this as a critical growth driver. The three-year vesting schedule also locks in key executives through April 2029. Watch the fiscal Q1 2027 earnings call (likely July 2026) for any disclosure of the specific revenue targets. If management reveals those numbers, investors can track quarterly progress and gauge whether executives are on pace to earn maximum bonuses—a proxy for whether the APU transition is gaining commercial traction.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
GSI Technology adopted a 2027 Variable Compensation Plan for executives with performance-based cash bonuses tied to revenue targets.
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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 Compensation Committee approved a new variable compensation plan for fiscal year 2027. The plan provides cash bonus awards to executive officers and other key employees based on company performance metrics during the fiscal year ending March 31, 2027. This plan follows a similar structure to prior years' compensation plans.
Added in current filing · verify on EDGAR →
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.
Bonuses are tied to specific revenue metrics: SRAM net revenue, APU net revenue, and R&D funding offsets for APU products. The plan allows for significant upside, with bonuses potentially doubling if performance targets are exceeded, or decreasing if targets are missed. This structure aligns executive compensation with both the company's legacy SRAM business and its newer APU product line.
Event · Item 9.01 — Financial Statements and Exhibits
GSI Technology filed an 8-K disclosing adoption of a 2027 Variable Compensation Plan as an exhibit.
Added in current filing · verify on EDGAR →
GSI Technology, Inc. 2027 Variable Compensation Plan
The company has adopted a new variable compensation plan for 2027, which will govern performance-based or discretionary pay for employees or executives. The 8-K provides the plan document as Exhibit 10.1 but does not include details about plan terms, participant eligibility, or award amounts in the filing body.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 28, 2026 · How we verify