Haydn Hsieh
About Haydn Hsieh
Haydn Hsieh (age 70) has served as an independent director of GSI Technology (GSIT) since August 2008. He is Chairman and Chief Strategy Officer of Wistron NeWeb Corp. (WNC), previously CEO (2000–2017) and Vice Chairman (2000–2014). Earlier, he held senior roles at Acer Group (1981–2000), including President of the Mobile Computing Business Unit and Senior Vice President of Acer Inc. He holds a B.S. in Electrical Engineering from Tatung Institute of Technology and completed the Executive Program at National Chengchi University in Taiwan . The Board has determined that all directors other than the CEO are independent under Nasdaq rules (which includes Hsieh) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wistron NeWeb Corp. (WNC) | Chairman | Since Jun 2014 | Oversees strategy; deep experience in manufacturing of systems/modules relevant to GSIT’s in-place associative computing products . |
| Wistron NeWeb Corp. (WNC) | Chief Strategy Officer | Since Dec 2017 | Strategic guidance for wireless communications products; industry/global operations insight . |
| Wistron NeWeb Corp. (WNC) | Chief Executive Officer | Jun 2000–Dec 2017 | Led growth and operations in wireless communications manufacturing . |
| Wistron NeWeb Corp. (WNC) | Vice Chairman | Jun 2000–Jun 2014 | Senior leadership supporting governance and operations . |
| Acer Group | President, Mobile Computing BU; Senior Vice President, Acer Inc. | Feb 1981–Jun 2000 | Broad management background in applications/manufacturing; global operations expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wistron NeWeb Corp. | Chairman; Chief Strategy Officer | Chair since 2014; CSO since 2017 | Manufacturer of wireless communications products; Hsieh’s outside board service to companies headquartered in Taiwan provides insight relevant to GSIT’s operations in Taiwan . |
Board Governance
- Committee memberships (FY2025): Audit Committee member; Compensation Committee member. Not a chair of any committee .
- Independence: Independent director under Nasdaq Listing Rules; no family relationships disclosed among directors/executives .
- Attendance and engagement: Board held 12 meetings in FY2025; no director attended fewer than 75% of Board and applicable committee meetings. Audit Committee met 11 times; Compensation Committee met 7 times; Nominating & Governance met 5 times .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled Board meeting; presided by the lead director .
- Lead Independent Director: Jack A. Bradley served as lead director while the CEO is Board Chair; Bradley did not stand for re-election in 2025, implying forthcoming leadership transition in the lead role .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Board annual cash retainer (policy) | $40,000 | Policy amounts for non-employee directors . |
| Audit Committee member fee (policy) | $7,500 | Policy amounts . |
| Compensation Committee member fee (policy) | $5,000 | Policy amounts . |
| Nominating & Governance member fee (policy) | $3,000 | Policy amounts . |
| Haydn Hsieh – Fees Earned/Paid in Cash | $52,500 | Actual FY2025 cash fees . |
- Director Stock Ownership Guidelines: Directors must hold stock valued at the lesser of cost or fair market value equal to at least 3× the total annual Board retainer (excluding committee/chair pay) within the later of five years of Board entry or October 31, 2026 .
Performance Compensation
| Grant Date | Type | Shares | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Oct 28, 2024 | Stock Options | 14,227 | — | $38,271 | Fully vested on Aug 15, 2025 . |
- Director equity grants are sized to equal the total annual cash retainer for Board and committee service, and are time-based (no performance conditions) .
Other Directorships & Interlocks
| Relationship | Details | Potential Conflict Assessment |
|---|---|---|
| Wistron NeWeb Corp. (WNC) – GSIT vendor | GSIT incurred ~$140,000 (FY2025) and ~$500,000 (FY2024) in NRE and manufacturing services from WNC in connection with single-APU PCIe production boards; Hsieh is Chairman and CSO of WNC . | Related-party exposure; Audit Committee oversees related party transactions; company policy requires prior Audit Committee consent for RPTs . RED FLAG: Ongoing services with a company led by a GSIT director could pose perceived conflicts; mitigated by formal oversight procedures . |
Expertise & Qualifications
- Technical and industry expertise: Extensive management experience in application/manufacturing of systems/modules, relevant to GSIT’s associative computing products; global business perspective including Taiwan operations .
- Education: B.S. Electrical Engineering (Tatung Institute of Technology); Executive Program (National Chengchi University) .
- Audit/financial and governance: Director qualifications matrix identifies audit/financial expertise, broad governance experience, cybersecurity and ESG familiarity, international business, strategic planning and leadership skills .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Haydn Hsieh | 146,012 | <1% | Includes 125,012 shares issuable upon exercise of options exercisable within 60 days after June 30, 2025 . |
| Outstanding shares (for percent calc) | 29,090,626 | — | As of July 2, 2025 (record date cited); ownership table references June 30, 2025 baseline . |
| Director outstanding options disclosure | 125,012 | — | Number of shares underlying outstanding options for Hsieh as of March 31, 2025 . |
- Hedging/pledging policy: GSIT prohibits short sales, derivative transactions involving GSIT stock, hedging, margin accounts, and pledging of company stock by directors/officers .
Governance Assessment
-
Strengths:
- Independent director with deep semiconductor/manufacturing expertise; valuable for GSIT’s APU initiatives .
- Active committee service (Audit and Compensation); Board and committee attendance thresholds met; regular executive sessions support independent oversight .
- Prohibitions on hedging/pledging reduce misalignment risks; stock ownership guideline promotes alignment (compliance status not determinable from proxy alone) .
- Historical strong Say-on-Pay outcomes (except FY2022), indicating investor support for compensation governance: 99% (2018), 99% (2019), 99% (2020), 98% (2021), 75% (2022), 92% (2023), 98% (2024) .
-
Risks and RED FLAGS:
- Related-party exposure: GSIT purchases engineering/manufacturing services from WNC while Hsieh is Chairman/CSO of WNC; though Audit Committee reviews and RPT procedures exist, this is a standing perceived conflict that merits monitoring of approvals, pricing, and competitive bidding .
- Board leadership structure: CEO is also Board Chair; reliance on lead independent director; with Bradley not standing for re-election, continuity in the lead role should be clarified to maintain independent counterbalance .
- Ownership alignment: Beneficial ownership includes a substantial portion in options; actual shareholdings appear smaller relative to option-based exposure; compliance with the 3× retainer stock guideline cannot be concluded from disclosed data (requires valuation and share type details) .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2018 | 99% |
| 2019 | 99% |
| 2020 | 99% |
| 2021 | 98% |
| 2022 | 75% |
| 2023 | 92% |
| 2024 | 98% |
Compensation Committee Analysis (Context for Board Effectiveness)
- Composition (FY2025): Chair – Elizabeth Cholawsky; members – Haydn Hsieh, Ruey L. Lu; Bradley served until August 2024 when assignments changed; seven meetings held; all members independent .
- Consultants: Compensia engaged for peer group and assessments in fiscal 2022; no compensation consultants retained for fiscal 2023–2025; peer companies used to benchmark executive pay include Aehr Test Systems, Amtech Systems, AXT, Emcore, Everspin, Immersion, inTEST, Kopin, Lantronix, NVE, Pixelworks, QuickLogic, Techpoint .
- Risk management: Compensation Committee monitors compensation-related risks; equity awards are time-based options (4-year vest) to focus on long-term value creation .
Director Compensation (Detail for Hsieh)
| Component | FY2025 Value |
|---|---|
| Cash fees | $52,500 |
| Option awards (grant-date fair value) | $38,271 |
| Total | $90,771 |
| FY2025 Director Grant (Hsieh) | Options to purchase 14,227 shares granted Oct 28, 2024; fully vested Aug 15, 2025; grant-date fair value $38,271 |
Related Party Transactions (Monitoring Focus)
- WNC services: ~$140,000 (FY2025) and ~$500,000 (FY2024) for NRE/manufacturing of single-APU PCIe production boards; Hsieh is Chairman/CSO of WNC .
- RPT governance: Audit Committee oversees RPTs; policy prohibits RPTs without prior Audit Committee consent .
Equity Compensation Plans (Context)
- As of March 31, 2025: 7,636,716 shares to be issued upon exercise of outstanding options; weighted-average exercise price $5.03; 3,790,480 shares remaining available for future issuance (including 694,504 under ESPP and 3,095,976 under 2016 Plan) .
Expertise & Qualifications
- Director Qualifications Matrix highlights Hsieh’s audit/financial expertise; broad governance; cybersecurity/ESG familiarity; international business; strategic planning; leadership .
Additional Governance Notes
- Code of Conduct and Corporate Governance Guidelines (including director stock ownership requirement) are adopted and available; amendments/waivers would be disclosed per policy .
- Executive sessions at each regular meeting; lead director presides .
Insider Trades
- The proxy does not include Form 4 insider trading disclosures. No additional insider trading transactions for Hsieh are disclosed in the proxy. If needed, review current Form 4 filings for GSIT directors to assess recent trading or pledging activity (not present in this document) .
Implications for investors: Hsieh brings valuable operating/manufacturing expertise and serves on key oversight committees, supporting board effectiveness. The ongoing WNC-related party activity represents a notable conflict risk; continued transparency, competitive sourcing, and documented Audit Committee approvals are essential to maintaining investor confidence .