Elizabeth Cholawsky
About Elizabeth Cholawsky
Elizabeth Cholawsky, age 69, has served as an independent director of GSI Technology since September 2019. She is an Operating Advisor to Updata Partners (since Nov 2024), was CEO and a director of HG Insights (Apr 2018–Jun 2024), previously President/CEO/director of Support.com (May 2014–Oct 2016), and holds a Ph.D. in Political Science (Econometrics) from the University of Minnesota and a B.A. from Franklin & Marshall College. Her background spans software/SaaS, product innovation, marketing strategy, and customer development, supporting GSIT’s go-to-market for in-place associative computing products .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HG Insights Inc. | Chief Executive Officer; Director | Apr 2018–Jun 2024 | Technology intelligence firm; background enables advice on marketing and sale of GSIT’s in-place associative computing products |
| Support.com, Inc. (Nasdaq: SPRT) | President, CEO, Director | May 2014–Oct 2016 | Led transformation strategy and launched a new product category |
| Cholawsky Gruenfeld Advisory | Partner | Nov 2016–Mar 2018 | SaaS strategy consulting to high-growth companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Updata Partners | Operating Advisor | Since Nov 2024 | Growth equity focused on high-growth B2B software |
| American Riviera Bancorp (OTCQX: ARBV) | Director | Since Aug 2019 | Community bank serving California’s central coast |
Board Governance
- Committee assignments and roles (FY2025):
- Compensation Committee: Chair; 7 meetings; all members independent under Nasdaq rules .
- Audit Committee: Member; designated an “audit committee financial expert”; 11 meetings; all members independent .
- Nominating & Governance Committee: Member; 5 meetings; all members independent .
- Board meeting attendance: The Board met 12 times in FY2025; no director attended fewer than 75% of Board and committee meetings they served on .
- Independence: The Board determined that all directors other than the CEO (Lee‑Lean Shu) are independent; there are no family relationships among directors/executives .
- Lead Independent Director and executive sessions: When the CEO is Chairman, a non‑management lead director is designated; the independent directors meet in executive session at each regularly scheduled Board meeting with the lead director presiding .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Board annual cash retainer | 40,000 | Standard non‑employee director retainer |
| Compensation Committee – Chair retainer | 10,000 | Chair premium |
| Audit Committee – Member retainer | 7,500 | Member fee |
| Nominating & Governance – Member retainer | 3,000 | Member fee |
| FY2025 cash fees actually paid (Cholawsky) | 60,500 | Sum of board + committee retainers |
- No meeting fees disclosed; equity compensation is provided via options equal in fair value to aggregate retainers .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant‑Date Fair Value ($) | Vesting Schedule | FY2025 Option Awards ($) |
|---|---|---|---|---|---|
| Oct 28, 2024 | Non‑employee director stock options | 16,395 | 44,103 | Fully vested Aug 15, 2025 | 44,103 |
- Director equity awards are service‑based stock options; no performance (TSR/financial/ESG) metrics disclosed for director compensation .
Other Directorships & Interlocks
- Public boards: American Riviera Bancorp (current) .
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure in FY2025 .
- Related‑party transactions: Audit Committee pre‑approval required; none disclosed involving directors; indemnification agreements in place for directors/officers .
Expertise & Qualifications
- Audit & financial expertise; public company board experience; corporate governance; strategic planning; capital markets; international business; sales leadership; software/SaaS industry experience; leadership; gender diversity .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 105,241 shares |
| % of shares outstanding | <1% (as shown in table; 29,090,626 shares outstanding basis) |
| Options exercisable within 60 days (included in beneficial ownership) | 103,891 shares |
| Director stock ownership guidelines | Must hold stock valued at ≥3x Board retainer (i.e., 3×$40,000) by the later of 5 years from first election or Oct 31, 2026; measured at lesser of purchase price or FMV each Oct 31; options typically not counted under such guidelines . |
| Pledging/hedging | No pledging/hedging disclosures identified in the cited sections; Code of Conduct and Governance Guidelines adopted . |
Say‑on‑Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 | 12,482,730 | 172,188 | 28,104 | 6,103,899 |
| 2024 | 11,715,049 | 276,598 | 22,028 | 5,468,967 |
| 2023 | 13,728,970 | 1,076,901 | 75,564 | 4,470,603 |
- Advisory votes show consistently strong support for executive compensation (high “For” votes vs “Against”), a positive signal for Compensation Committee oversight led by Cholawsky .
Compensation Peer Group (FY2025, for executive benchmarking under Cholawsky’s committee oversight)
| Peer Companies (illustrative list) |
|---|
| Aehr Test Systems; Amtech Systems; AXT; Emcore; Everspin; Immersion; inTEST; Kopin; Lantronix; NVE; Pixelworks; QuickLogic; Techpoint |
- The Compensation Committee reviews peer practices, retained reductions in executive base salaries post‑Nov 2022 cost actions, and maintained prior compensation structures; stockholders approved say‑on‑pay at recent annual meetings .
Governance Assessment
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Strengths
- Independent director with audit committee financial expert designation; chairs Compensation Committee; broad software/SaaS and governance expertise enhances oversight of GSIT’s strategic pivot into associative computing .
- Solid attendance and active committee cadence (Audit: 11; Comp: 7; N&G: 5) signals engagement; Board met 12 times in FY2025 with no <75% attendance among directors .
- Strong shareholder support on say‑on‑pay across years supports Compensation Committee credibility; no Item 404 related‑party transactions or interlocks reported .
- Director stock ownership guidelines in place; beneficial ownership includes a sizable pool of exercisable options, and directors receive equity tied to service, aligning incentives with shareholders .
-
Watch‑items / potential red flags
- Board leadership combines CEO/Chair, which concentrates authority; mitigated by a designated lead independent director and regular executive sessions of non‑management directors .
- Director equity in options (rather than RSUs/DSUs) increases sensitivity to share price volatility; absence of performance‑conditioned equity for directors reduces explicit pay‑for‑performance linkage (common across many boards but noteworthy) .
- Compliance status with ownership guidelines not disclosed; deadline for guideline compliance is Oct 31, 2026 per policy .
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Overall: Cholawsky’s committee leadership and financial expertise, absence of conflicts, and engagement metrics support board effectiveness. The combined CEO/Chair structure warrants continued monitoring; however, the governance mechanisms (lead director, executive sessions, independent committee leadership) and shareholder support on compensation are constructive signals for investor confidence .