Ronald R. Steger

About Ronald R. Steger

Ronald R. Steger (age 71) was nominated and elected as an independent director of GSI Technology at the August 21, 2025 annual meeting; he is a retired KPMG LLP audit partner with 37 years of accounting, advisory, and consulting experience, holds a B.S. from Villanova University, is a licensed CPA (retired), and has a NACD Certificate in Cybersecurity Oversight . He brings extensive public company board experience and has chaired Audit, Corporate Governance, and Risk committees across multiple issuers, with significant transaction experience in acquisitions, divestitures, IPOs, and private placements .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; Steger serves as an independent director .
• Committee assignments (effective Aug 21, 2025): Audit Committee—Ronald R. Steger (Chair), Elizabeth Cholawsky, Haydn Hsieh; Compensation Committee—Elizabeth Cholawsky (Chair), Haydn Hsieh, Ruey L. Lu; Nominating & Governance Committee—Ruey L. Lu (Chair), Elizabeth Cholawsky, Ronald R. Steger .
• Lead Independent Director: Designated as Elizabeth Cholawsky effective Aug 21, 2025; previously Jack Bradley served during fiscal 2025 while he remained on the Board .
• Attendance and engagement: Fiscal 2025 Board held 12 meetings; Audit 11; Compensation 7; Nominating & Governance 5; no director attended fewer than 75% of meetings of the Board and committees on which they served (pre‑election baseline for board culture) .
• Executive sessions: Non‑management directors meet in executive session at each regularly scheduled Board meeting; the lead director presides .
• Risk oversight: Audit Committee oversees financial reporting, internal controls, liquidity, compliance, and cybersecurity; Compensation oversees human capital and incentive risk; Nominating & Governance oversees governance risks and board effectiveness .
• Director stock ownership guidelines: Directors must hold stock equal to at least 3× the annual Board cash retainer within the later of five years from first election or October 31, 2026; hedging, derivative transactions, short sales, margin accounts, and pledging of company stock are prohibited under insider trading policy .

Committee Structure Table (post Aug 21, 2025)

Fixed Compensation

• Non‑employee director cash retainers (policy): Board $40,000; Lead Director $20,000; Audit Chair $20,000; Audit Member $7,500; Compensation Chair $10,000; Compensation Member $5,000; Nominating & Governance Chair $7,500; Nominating & Governance Member $3,000 .
• Equity component (policy): Each non‑employee director receives an annual stock option grant with fair value equal to the aggregate annual cash retainer for Board and committee service; options vest on a schedule tied to service .

Note: Steger was elected in August 2025; fiscal 2025 director compensation table therefore does not include him. His compensation going forward will follow the policy above .

Performance Compensation

• No performance‑based cash or equity metrics are used for director compensation; directors receive fixed cash retainers plus options sized by retainer value, not PSUs/TSR targets .

Other Directorships & Interlocks

• GSIT related‑party transactions disclosed with Wistron NeWeb Corp (chairman: Haydn Hsieh) for NRE/manufacturing services of ~$140k (FY25) and ~$500k (FY24), highlighting board‑level conflict management via Audit Committee oversight; no related‑party transactions disclosed involving Steger .

Expertise & Qualifications

• Financial expertise: Audit partner background; Audit Committee leadership across issuers; designated “audit and financial expertise” in GSIT’s qualification matrix .
• Governance and risk: Prior Corporate Governance and Risk Committee chair roles; experience with PCAOB inspections and audit committee investigations .
• Cybersecurity oversight: NACD certificate in Cybersecurity Oversight .
• Transactions: Extensive M&A, divestitures, IPOs, and private placements experience .

Equity Ownership

• Beneficial ownership table (as of June 30, 2025) lists directors and officers; Steger was a nominee and newly elected, and is not shown in the table as of that date (no GSIT shares disclosed for him at that cutoff) .
• Director ownership guideline: 3× annual retainer by the later of five years from first election or October 31, 2026; compliance status for Steger will be tracked prospectively .

Governance Assessment

• Positive signals for investor confidence:

  • Appointment as Audit Committee Chair immediately upon election enhances audit oversight and financial reporting integrity; board designated lead independent director (Cholawsky) supports independent board processes .
  • Strong independent board majority; explicit prohibition on hedging/pledging; director ownership guideline aligns incentives (3× retainer) .
  • Robust committee activity and attendance baseline (12 board meetings; no <75% attendance) indicates engaged governance culture .
  • Shareholder support for compensation program: say‑on‑pay passed at 2025 annual meeting with 12,482,730 votes for vs. 172,188 against; historical support 98% in 2024 and high approval in prior years .

• Watch items / potential red flags:

  • Combined CEO/Chairman structure persists; mitigated by lead independent director designation (recently shifted from Bradley to Cholawsky) .
  • Related‑party exposure with Wistron NeWeb (linked to director Hsieh) requires continued vigilant Audit Committee oversight; no Steger‑specific related‑party transactions disclosed .

Overall, Steger’s deep audit and governance credentials, immediate elevation to Audit Chair, and cybersecurity oversight certification are supportive of board effectiveness for GSIT; absence of disclosed conflicts and the company’s ownership/hedging policies further bolster alignment with shareholders .