Ruey L. Lu
About Ruey L. Lu
Ruey L. Lu, age 69, has served as an independent director of GSI Technology since October 2000. He is President and founder of eMPIA Technology Corp. (established January 2002), and previously founded and led ARK Logic (President, 1993–2000) after serving as Director of Engineering, Imaging Product Division at Western Digital (1989–1993). Lu holds a B.S. in Electrical Engineering from Taipei Institute of Technology and an M.S. in Electrical Engineering from the University of Missouri, bringing deep semiconductor and executive operating experience relevant to GSI’s in‑place associative computing roadmap .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eMPIA Technology Corp. | President, Founder | Jan 2002–present | Semiconductor solutions operator; relevant to co-design of hardware/software aligned with GSI’s associative computing |
| ARK Logic | President, Founder | Mar 1993–Dec 2000 | Storage device/software applications leadership |
| Western Digital (Imaging Product Division) | Director of Engineering | Oct 1989–Feb 1993 | Imaging/storage engineering leadership |
External Roles
| Organization | Role | Tenure | Public Company Board Service |
|---|---|---|---|
| eMPIA Technology Corp. | President | Jan 2002–present | Not disclosed as a public company board role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all directors other than CEO Lee‑Lean Shu are independent; Lu is independent under Nasdaq rules . |
| Committee Assignments (FY2025) | Compensation Committee (member); Nominating & Governance Committee (member); not on Audit Committee . |
| Committee Chairs | None (Compensation Chair: Elizabeth Cholawsky; Nominating & Governance Chair: Jack A. Bradley during FY2025) . |
| Board/Committee Meetings | Board: 12; Audit: 11; Compensation: 7; Nominating & Governance: 5 (FY2025) . |
| Attendance | No director attended fewer than 75% of applicable Board and committee meetings in FY2025 . |
| Executive Sessions | Non-management directors hold executive sessions at each regularly scheduled Board meeting . |
| Director Stock Ownership Guideline | Must hold, by the later of 5 years from first election or Oct 31, 2026, stock equal to ≥3x annual Board cash retainer (excludes committee/chair fees), measured at lesser of purchase price or fair value each Oct 31 . |
Fixed Compensation (Director)
| Component | Amount ($) | Basis/Notes |
|---|---|---|
| Board Annual Retainer (cash) | 40,000 | Standard non‑employee director policy . |
| Compensation Committee – Member Fee | 5,000 | Lu is a member . |
| Nominating & Governance Committee – Member Fee | 3,000 | Lu is a member . |
| Total Cash Fees (FY2025) | 48,000 | Reported for FY ended Mar 31, 2025 . |
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Stock Options | Oct 28, 2024 | 13,008 | 34,992 | Fully vests Aug 15, 2025; service-based | None disclosed; director awards vest based on service conditions |
- Policy: Each non‑employee director receives stock options with fair market value equal to aggregate annual cash retainers for Board and committee service .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (Lu) | None disclosed; matrix does not mark public company board experience for Lu . |
| Board interlocks/related parties (GSIT Board) | GSI incurred ~$140k (FY2025) and ~$500k (FY2024) in NRE/manufacturing services from Wistron NeWeb Corp (WNC); director Haydn Hsieh is WNC Chairman/Chief Strategy Officer. Audit Committee oversees related party transactions per policy . |
Expertise & Qualifications
- Semiconductor industry expertise; international business experience (Taiwan); sales and leadership skills; risk management background; capital markets expertise; ESG and cybersecurity exposure; understanding of board legal duties; broad business/governance experience (as per qualifications matrix) .
- Executive operator (eMPIA, ARK Logic) and engineering leader (Western Digital); degrees in Electrical Engineering (BS, Taipei Institute of Technology; MS, University of Missouri) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 167,138 shares | As of June 30, 2025 . |
| % of Shares Outstanding | <1.0% | Less than 1% per beneficial ownership table . |
| Options Exercisable within 60 Days | 114,638 shares | As of June 30, 2025 . |
| Outstanding Director Options (Mar 31, 2025) | 114,638 shares | Aggregate outstanding options at FY-end . |
| Shares Pledged/Hedged | Not disclosed . | |
| Ownership Guideline | ≥3x Board cash retainer by Oct 31, 2026; compliance status not disclosed . |
Governance Assessment
- Independence and engagement: Independent director with documented participation threshold (≥75%) and active roles on Compensation and Nominating & Governance committees; however, not designated an audit committee financial expert and not a member of Audit Committee .
- Alignment via equity: Director compensation mixes cash retainers with service‑vested options sized to cash retainers; no performance‑conditioned equity or metrics tied to director pay, limiting explicit pay‑for‑performance signals at the director level .
- Tenure and refreshment: Very long tenure (since Oct 2000) provides deep institutional knowledge but can raise independence/perceived entrenchment concerns; Board diversity matrix and committee rotations indicate ongoing refreshment (e.g., change in committee chairs, addition of new nominee in 2025) .
- Conflicts oversight: No related-party transactions involving Lu disclosed; Board’s related-party procedures and an identified vendor relationship via another director (WNC) place importance on Audit Committee oversight .
RED FLAGS
- Extremely long tenure (≈25 years) can be a perceived independence risk despite formal independence designation .
- Director equity awards are service-based options without disclosed performance metrics, weakening pay-for-performance linkage for director compensation .
- Not on Audit Committee and not an “audit committee financial expert,” limiting direct oversight of financial reporting risks .