Douglas Schirle

About Douglas Schirle

Douglas M. Schirle is Chief Financial Officer of GSI Technology and has served as CFO since August 2000; he previously was GSI’s Corporate Controller (1999–2000) and is a former certified public accountant, age 70 . Company-level performance during his tenure recently reflects FY2025 net revenues of $20.5M (down 5.7% YoY) and net loss of $10.6M, with “pay versus performance” TSR indicator showing the value of a $100 investment as $53 for the 2025 measurement window . In FY2025, the company executed a sale-leaseback of HQ to strengthen liquidity and initiated a strategic review of alternatives, while implementing cost reductions to focus resources on APU development .

Past Roles

External Roles

Fixed Compensation

Notes:

• Compensation for FY2024–FY2025 was not itemized for Mr. Schirle because he was not a named executive officer in those proxies; his pay is governed by the same processes and policies described in “Compensation Discussion and Analysis” .

Performance Compensation

Notes:

• All executive officers, including the CFO, were eligible participants in these variable compensation plans .
• CEO and “other executive officers” target amounts are disclosed; individual CFO bonus amounts are not disclosed for FY2024–FY2025 .

Equity Ownership & Alignment

• Hedging, short sales, transactions in derivatives, holding stock in margin accounts, and pledging company stock as collateral are prohibited for directors, officers, and employees under the insider trading policy, supporting alignment and reducing hedging/pledging risk .
• Director stock ownership guidelines exist (minimum 3× annual retainer by October 31, 2026 or within 5 years of service), but no separate executive officer ownership guideline is disclosed; CFO beneficial ownership details are not itemized in the 2024 or 2025 management ownership tables .

Employment Terms

• Executive Retention and Severance Plan (amended and restated August 22, 2024; expires September 30, 2027) covers executive officers, including CFO:
  • Cash severance equal to the greater of: 12 months base salary or one month per full/partial year of service completed on or before September 30, 2024 (CEO uses 18 months baseline) .
  • Lump sum of all previously earned but unvested bonuses; pro-rata current-year bonus (150% of pro-rata for CEO) .
  • Continued medical, dental, vision, life insurance for the base salary severance period; 100% acceleration of equity awards upon qualifying termination (or upon change in control if awards not assumed) .
  • No tax gross-ups; potential cutback to maximize after-tax payment if excise taxes apply .
• No individual employment contract, non-compete, non-solicit, or garden leave terms for the CFO are separately disclosed; all severance/change-of-control economics derive from the Retention Plan .

Governance, Say-on-Pay, and Peer Benchmarking

• Compensation Committee oversees policies, targets, and grants; policy aims for aggregate executive pay near peer median, without rigid formulas; peer sets used in FY2022 and referenced for later reviews include Aehr Test Systems, Amtech Systems, AXT, Emcore, Everspin, Immersion, inTEST, Kopin, Lantronix, NVE, Pixelworks, QuickLogic, Techpoint .
• Historical Say-on-Pay approval: 2018–2024 results were 99%, 99%, 99%, 98%, 75%, 92%, and 98%, respectively, indicating sustained shareholder support for the program structure .
• Douglas Schirle signed the 2025 proxy materials as Company Secretary, reflecting his corporate officer role in governance documentation .

Track Record, Value Creation, and Execution Risk

• FY2025 operating context: net revenues $20.5M (−5.7% YoY), gross margin 49.4%, and net loss $10.6M, with improvement initiatives including sale-leaseback ($5.7M gain), cost reductions (16% workforce reduction; ~$668k severance), and a strategic alternatives process .
• “Pay versus performance” disclosure shows Compensation Actually Paid vs TSR/Net Loss trends consistent with equity-heavy incentives and market performance variability .
• Risk factors impacting execution include customer concentration (KYEC, Nokia), commercialization risk for APU, supply chain dependence (TSMC), and macro/geopolitical exposures (Taiwan, Israel) .

Investment Implications

• Alignment: CFO participates in performance-linked cash bonuses tied to operational metrics (SRAM, APU/R&D offsets) with multi-year vesting, and equity options with four-year cliff vesting—structures that emphasize longer-term execution and retention .
• Retention: The Restated Retention Plan provides at least 12 months salary severance (and potentially more based on pre-9/30/2024 service years), pro-rata bonuses, benefits continuation, and equity acceleration—reducing voluntary departure risk during strategic review or change-of-control scenarios .
• Selling Pressure: Hedging/pledging prohibitions mitigate forced-selling risks; CFO’s specific beneficial ownership and option holdings are not disclosed in the 2024/2025 proxies, limiting precision on near-term selling overhang analysis .
• Execution: Company-level losses and the APU commercialization timeline present execution risk; however, cost actions, strategic review, and defense/space SRAM traction (higher margin) offer potential catalysts. Monitoring variable plan metrics attainment (e.g., SRAM revenue and APU funding offsets) can serve as near-term performance signals .