Lee-Lean Shu
About Lee-Lean Shu
Co-founder of GSI Technology (March 1995), President/CEO since inception, and Chairman since October 2000; age 70; B.S. Electrical Engineering (Tatung Institute of Technology), M.S. Electrical Engineering (UCLA) . He leads GSI’s pivot to in-place associative computing (APU) amid ongoing operating losses and limited APU revenue contribution, with FY25 net SRAM revenue at 99.7% of plan and APU targets not met . Recent pay-versus-performance shows TSR deterioration and persistent net losses: TSR index value $53 (FY25), $89 (FY24), $45 (FY23) and net losses of $(10.639)m, $(20.087)m, $(15.977)m respectively . Dual role as CEO and Chair; Board classifies him as non-independent and mitigates with a designated lead director when Chair is an employee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sony Microelectronics Corporation | Design Manager | 1990–1995 | Led SRAM design management, domain expertise foundational for memory/IP and associative computing development |
| Sony Microelectronics Corporation | Director, SRAM Design | Jan–Mar 1995 | Senior technical leadership in SRAM; directly relevant to GSI’s memory products |
| GSI Technology, Inc. | President & CEO; Director | 1995–present | Co-founder; strategic and operational leader; Chairman since Oct 2000 |
External Roles
No other current public company boards disclosed for Lee‑Lean Shu in the director biography .
Fixed Compensation
| Item | Fiscal 2025 Amount | Notes |
|---|---|---|
| Base Salary (contracted) | $431,912 | Reduced 30% beginning Dec 1, 2022; actual paid $302,339 |
| Target Annual Bonus | $275,000 | CEO higher target vs $137,500 for other NEOs |
| Actual Bonus Paid/Earned | $54,828 | Earned under FY25 plan; 60/20/20 vesting schedule across Apr 2025/2026/2027 |
| Total Cash Compensation Earned FY25 | $357,167 | Includes salary actually paid and incentive comp |
Performance Compensation
| Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|
| Net SRAM Revenues | Internal target (undisclosed) | 99.7% of target | Portion of bonus attributable to SRAM revenues within total $54,828 | 60% Apr 2025; 20% Apr 2026; 20% Apr 2027 |
| APU Net Revenue and/or R&D funding offset | Internal target (undisclosed) | Not met | No payout from APU metric | n/a |
Option awards (long-term incentives):
- FY25 grant: 100,000 options at $2.94 exercise price; grant date fair value $212,000; vests 100% on April 13, 2028 .
- Executive option vesting generally cliff at 4 years from the employment anniversary closest to grant date; grants made at fair market value .
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Total beneficial ownership | 3,614,615 shares; 12.0% of outstanding |
| Components | Includes 1,000,000 shares issuable upon options exercisable within 60 days; 13,600 shares held by children; 530,939 shares held by spouse; 87,659 shares via spouse’s options exercisable within 60 days |
| Exercisable vs. Unexercisable | 1,000,000 exercisable within 60 days; unexercisable tranches include 100,000 each vesting in 2026, 2027, 2028; FY25 grant vests in 2028 |
| In-the-money value of unvested options (illustrative) | $98,422 under change-of-control termination scenario at $2.03 FMV (3/31/25) |
| Hedging/Pledging | Company policy prohibits short sales, derivatives, hedging, margin accounts, and pledging of company stock |
| Director stock ownership guideline | Independent directors must hold ≥3x annual Board retainer by Oct 31, 2026 or within 5 years of Board start (whichever later) |
Employment Terms
| Provision | CEO Terms |
|---|---|
| Plan | Amended & Restated Executive Retention and Severance Plan (expires Sept 30, 2027) |
| Trigger | Double-trigger: involuntary termination without cause or resignation for good reason within 2 months prior to and 2 years after change in control |
| Cash Severance | Greater of 18 months base salary or one month per year of service completed by Sept 30, 2024; fixed “Base Salary Severance Period” from that date |
| Bonus | Lump-sum of all previously earned but unvested bonuses; plus pro rata current-year bonus; CEO receives 150% of pro rata amount |
| Benefits | Continuation of medical/dental/vision/life for base salary severance period |
| Equity | 100% acceleration upon termination of assumed awards; if not assumed, 100% acceleration at change in control; RSUs settle in full; PSUs settle at ≥ target or performance-to-date |
| Tax | No excise tax gross-ups; potential cut-down to maximize after-tax payment |
Illustrative termination values (as of 3/31/25):
| Component | Amount |
|---|---|
| Cash severance (salary basis) | $1,079,780 |
| Cash severance (bonus basis) | $117,874 |
| Health benefits (COBRA) | $16,500 |
| Accelerated options value | $98,422 |
| Total | $1,312,576 |
Board Governance
- Role: Chairman and CEO; Board views combined role as appropriate given founder status and ownership; information flow cited as rationale .
- Independence: Board determined all directors except Lee‑Lean Shu are independent (Nasdaq and Exchange Act standards) .
- Lead Independent Director: Designated when Chair is an employee; Jack A. Bradley served as lead director; presides over executive sessions; co-sets agendas with Chair .
- Committees and attendance: Audit, Compensation, Nominating & Governance; FY25: Board held 12 meetings; no director attended fewer than 75% of Board/committee meetings on which they served . CEO is not listed as a member of standing committees .
Committee memberships (FY25):
| Committee | Members |
|---|---|
| Audit | Jack A. Bradley (Chair), Elizabeth Cholawsky, Haydn Hsieh (and Barbara Nelson until 2024) |
| Compensation | Elizabeth Cholawsky (Chair), Haydn Hsieh, Ruey L. Lu (Bradley until Aug 2024) |
| Nominating & Governance | Jack A. Bradley (Chair after 2024 mtg), Ruey L. Lu, Elizabeth Cholawsky (Barbara Nelson Chair until 2024) |
Performance & Track Record
| Year (Fiscal) | TSR (Value of $100 invested on 3/31/22) | Net Income (Loss) |
|---|---|---|
| 2023 | $45 | $(15,977,000) |
| 2024 | $89 | $(20,087,000) |
| 2025 | $53 | $(10,639,000) |
Additional operational context:
- FY25 compensation philosophy emphasized peer-referenced median pay; base salaries were held flat and continued reduced under Nov 2022 cost actions; limited APU revenue and ongoing losses cited in comp decisions .
Compensation Committee Analysis
- Independence: All members independent; charter covers executive comp oversight, plan administration, contracts, severance/CIC terms, and risk review .
- Consultants: Compensia engaged for FY22 review; not retained in FY23–FY25 .
- Peer Group (FY25 review reference set): Aehr Test Systems; Amtech Systems; AXT; Emcore; Everspin; Immersion; inTEST; Kopin; Lantronix; NVE; Pixelworks; QuickLogic; Techpoint .
Say‑on‑Pay & Shareholder Feedback
| Annual Meeting Year | Approval % of Votes Cast |
|---|---|
| 2018 | 99% |
| 2019 | 99% |
| 2020 | 99% |
| 2021 | 98% |
| 2022 | 75% |
| 2023 | 92% |
| 2024 | 98% |
Related Party Transactions and Red Flags
- Wistron NeWeb Corp (Chairman/CSO: Director Haydn Hsieh): NRE and manufacturing services expensed ~$140,000 (FY25) and ~$500,000 (FY24) tied to APU PCIe boards; overseen via related-person procedures .
- Insider policy prohibits hedging and pledging, reducing misalignment risk .
- Dual role (CEO + Chair) mitigated by lead director and regular executive sessions of independent directors .
- Persistent net losses and limited APU revenue execution noted in compensation narrative .
Vesting Schedules and Insider Selling Pressure Watchpoints
- Cash bonus vesting: 60% paid June 2025; remaining 20% portions vest/pay on last business day of April 2026 and April 2027 .
- Options: Unexercisable tranches vest 100% on Apr 13, 2026; Apr 13, 2027; Apr 13, 2028; FY25 grant vested Apr 13, 2028; monitor potential liquidity events around these dates .
Investment Implications
- Alignment: Founder-CEO with 12% beneficial stake and strict anti-hedging/pledging policy aligns long-term incentives; option-heavy LTIs with 4-year cliff vesting discourage short-termism .
- Retention/CIC economics: Material CIC payouts (illustrative total ~$1.31m) with full equity acceleration under termination; double-trigger structure and no tax gross-ups are governance positives, but severance magnitude reflects tenure and could influence M&A negotiations .
- Pay-for-performance: FY25 bonus outcomes tied to operational revenue metrics; APU underperformance constrained payouts; continued losses and TSR weakness remain execution risks for associative computing strategy .
- Governance: CEO+Chair structure persists; lead independent director and independent committees provide checks; monitor future lead director designation following Bradley’s departure to maintain balance .