Patrick Chuang
About Patrick Chuang
Patrick Chuang is Senior Vice President, Memory Design at GSI Technology. He is 75 (as of June 1, 2025) and has served in his current role since GSI acquired Sony’s SRAM product line in July 2009; prior roles include senior memory design leadership at Sony Microelectronics (1990–2009) and NMOS DRAM design leadership at AMD (1980–1990) . Company performance context during his recent tenure shows negative net income in FY2023–FY2025 (losses of $15.98M, $20.09M, and $10.64M) and cumulative TSR that translated to a $100 investment on 3/31/22 being worth $45, $89, and $53 at FY2023–FY2025 year-ends, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sony Microelectronics Corporation | Senior Vice President, Memory Design | 1990–2009 | Led SRAM memory design at a Sony subsidiary; later assets acquired by GSI (role continuity) |
| Advanced Micro Devices (AMD) | Design Director, NMOS DRAM | 1980–1990 | Led NMOS DRAM design efforts |
External Roles
- No public company directorships or external board roles disclosed for Chuang in the FY2025 10-K executive officers section .
Fixed Compensation
| Metric (USD) | FY2024 | FY2025 |
|---|---|---|
| Base Salary (proxy reference salary) | $359,290 | $359,290 |
| Actual Paid Base (post-10% reduction since 12/1/2022) | $323,361 | $323,361 |
| Target Annual Bonus | $137,500 | $137,500 |
| Total Cash Compensation Earned | $367,901 | $350,775 |
Notes:
- The Compensation Committee kept officer base salaries flat in FY2024 and FY2025 and maintained the November 2022 cost-reduction salary cuts (Chuang at −10%) .
- GSI benchmarks compensation to a peer set (e.g., Aehr Test Systems, Everspin, QuickLogic, etc.) and targets median aggregate pay among peers .
Performance Compensation
Annual Cash Bonus – Plan Structure and Outcomes
| Item | FY2024 | FY2025 |
|---|---|---|
| Plan metrics | Net revenue, APU net revenue, RadHard/RadTolerant net revenue | Net SRAM revenue; APU net revenue and/or R&D funding offset |
| Target bonus (Chuang) | $137,500 | $137,500 |
| Performance vs targets | Net revenue & APU not met; RadHard/RadTolerant at 136.8% of target; payout for that portion at 108.0% | APU net revenue/R&D funding not met; net SRAM revenue at 99.7% of target; bonus tied to net SRAM paid at 99.7% of target for that component |
| Actual bonus earned (Chuang) | $44,540 | $27,414 |
| Bonus vesting | 60% in April of plan year; 20% each in April of next two years | 60% in April 2025; 20% April 2026; 20% April 2027 |
| Paid vs deferred detail | $26,724 paid June 2024; $8,908 due Apr 2025 and Apr 2026 | $16,448 paid June 2025; $5,483 due Apr 2026 and Apr 2027 |
Long‑Term Equity Incentives (Options)
- Grant cadence/policy: exercise price at grant-date fair market value; executive options generally vest 100% four years after the employment-anniversary date closest to grant approval; quarterly grant process, with annual exec grants usually July/August .
- FY2024 executive grants for salary-reduction recognition vest on the first anniversary of grant (additional one‑off) .
| Grant | Shares | Exercise Price | Grant Date | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| FY2024 annual | 40,000 | $4.39 | 7/31/2023 | 100% on 6/2/2027 | $113,144 |
| FY2024 add’l (salary cut recognition) | 20,000 | $1.92 | 1/29/2024 | 100% on 12/1/2024 | $26,581 |
| FY2025 annual | 40,000 | $2.94 | 7/29/2024 | 100% on 6/2/2028 | $84,800 |
Option awards reported in Summary Compensation Table:
- FY2024 Chuang: $139,725
- FY2025 Chuang: $84,800
Equity Ownership & Alignment
Beneficial Ownership and Breakdown
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 335,166 |
| Ownership % of outstanding | 1.1% (vs 29,090,626 shares outstanding) |
| Options exercisable within 60 days (included) | 320,000 |
| Direct common shares (indicative from prior Form 3) | 15,166 (as of 1/29/2024) |
- Company policy prohibits short sales, derivatives, hedging, and pledging/margining of GSI stock by executives (alignment positive; reduces pledging/hedging risk) .
- Executive stock ownership guidelines are disclosed for directors; no specific executive ownership guideline disclosure found in the proxy .
Outstanding Options (as of 3/31/2025)
| Tranche | Status | Strike | Expiry | Vesting/Notes |
|---|---|---|---|---|
| 40,000 | Exercisable | $4.98 | 8/3/2025 | — |
| 40,000 | Exercisable | $4.99 | 8/1/2026 | — |
| 40,000 | Exercisable | $7.26 | 7/31/2027 | — |
| 40,000 | Exercisable | $6.70 | 7/30/2028 | — |
| 40,000 | Exercisable | $8.30 | 7/29/2029 | — |
| 40,000 | Unexercisable | $5.58 | 8/2/2031 | 100% vested 6/2/2025 |
| 40,000 | Unexercisable | $4.08 | 8/1/2032 | 100% vest 6/2/2026 |
| 20,000 | Exercisable | $2.27 | 12/2/2032 | — |
| 40,000 | Unexercisable | $4.39 | 7/31/2033 | 100% vest 6/2/2027 |
| 20,000 | Exercisable | $1.92 | 1/29/2034 | One‑year vest (12/1/2024) |
| 40,000 | Unexercisable | $2.94 | 7/29/2034 | 100% vest 6/2/2028 |
Observation: As of 3/31/2025, the estimated value of accelerated unvested options for Chuang in a change-in-control termination scenario was only ~$2,200, calculated using stock price $2.03 vs strike prices—indicating limited intrinsic value in unvested options at that date (i.e., many tranches near/underwater) .
Employment Terms
Role and Tenure
- Senior Vice President, Memory Design since July 2009 (via Sony SRAM asset acquisition) .
Retention and Change‑of‑Control (COC) Economics
- GSI’s Amended and Restated Executive Retention and Severance Plan (extended through 9/30/2027) provides, upon an involuntary termination without cause or resignation for good reason within two months before or two years after a COC, the following for executive officers: (a) cash severance equal to the greater of 12 months base salary or one month per year of service credited as of 9/30/2024; (b) payout of prior fiscal-year earned but unvested bonus; (c) pro‑rata current-year bonus; (d) continued medical/dental/vision/life benefits for the severance period; and (e) 100% acceleration of equity awards upon termination (awards not assumed accelerate at COC) .
- Illustrative payout for Patrick Chuang (assuming qualifying termination on 3/31/2025): cash severance based on salary $479,053; bonus‑based payout $45,230; continued health benefits $52,492; value of option acceleration $2,200; total $578,975 (taxes/withholding apply; no excise tax gross‑up) .
Other policies:
- Prohibited hedging/pledging and derivatives trading by executives (reduces alignment and collateral risk) .
- No special perquisites disclosed for Chuang; perquisites noted only for the VP Sales (car allowance) .
Performance Compensation (Detailed Plan Table)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| FY2024: Net revenue | n/a | Not disclosed | Not met | — | 60% Apr 2024; 20% Apr 2025; 20% Apr 2026 |
| FY2024: APU net revenue | n/a | Not disclosed | Not met | — | As above |
| FY2024: RadHard/RadTolerant revenue | n/a | 100% | 136.8% | 108.0% of that component | As above |
| FY2025: Net SRAM revenue | n/a | 100% | 99.7% | 99.7% of that component | 60% Apr 2025; 20% Apr 2026; 20% Apr 2027 |
| FY2025: APU net revenue and/or R&D funding offset | n/a | Not disclosed | Not met | — | As above |
Note: The proxy does not disclose explicit metric weightings; plan design and outcomes summarized from CD&A .
Equity Ownership & Alignment (Summary Table)
| Category | Detail |
|---|---|
| Beneficial ownership | 335,166 shares (1.1%); includes 320,000 options exercisable within 60 days; shares outstanding 29,090,626 |
| Direct shares (reference) | 15,166 common shares reported on Form 3 (1/29/2024) |
| Ownership guidelines | Director stock ownership guidelines disclosed; no executive-specific guideline disclosed |
| Hedging/pledging | Prohibited (no short sales, derivatives, hedging, margin or pledging) |
Compensation Structure Analysis
- Mix and trend: Cash compensation declined YoY ($367,901 in FY2024 to $350,775 in FY2025) as the FY2025 bonus paid only on the net‑SRAM component; option grant value also lower in FY2025 vs FY2024 (from $139,725 to $84,800) .
- Metric rigor: The company refused to increase salaries in FY2024–FY2025 given losses and lack of significant APU revenue, indicating constraint and a tilt to at‑risk pay tied to specific revenue components .
- Underwater risk: Low intrinsic value of unvested options at 3/31/2025 (acceleration value ~$2,200) suggests limited near‑term monetization, reducing immediate insider selling pressure from options alone at that date .
- Shareholder feedback: Say‑on‑pay historically supported (2018–2024 approvals: 99%, 99%, 99%, 98%, 75%, 92%, 98%), underpinning continuity in plan design .
Related Party / Governance Notes
- Related party transaction disclosed with Wistron NeWeb (NRE/manufacturing services: ~$140k in FY2025 and ~$500k in FY2024); relates to a director’s outside role, not Chuang .
- Compensation Committee independence and use of peer benchmarking; no consultant used for FY2023–FY2025 cycle; Compensia most recently used for FY2022 peer set construction .
- Insider trading policy prohibits hedging/pledging (mitigates misalignment) .
Investment Implications
- Retention: Double‑trigger COC severance for Chuang (~$579k illustrative) and full option acceleration upon qualifying termination provide protection but also alignment with strategic outcomes; lack of immediate option intrinsic value as of 3/31/2025 lowers near‑term exit incentive tied to options .
- Selling pressure: Bonus deferrals (20% vesting each in April 2026 and 2027 for FY2025 bonuses) and cliff option vests (e.g., 6/2/2027 and 6/2/2028) create discrete future liquidity windows; monitor company TSR and price vs strikes ($1.92–$8.30 range) as options move in/out of the money .
- Pay-for-performance: Bonus outcomes tightly tracked to segment revenue targets (net SRAM, RadHard/RadTolerant, APU/R&D funding offsets), with company losses and variable component misses limiting payouts—supporting discipline but also signaling execution risk in new product lines (APU) .
- Governance signals: Strong historical say‑on‑pay support reduces near‑term compensation controversy risk; hedging/pledging prohibitions support alignment .