Independent
Tenure on this board
7.0 yrs
5 nominees · 3 ballot items.
Three proposals: (1) election of five directors, (2) ratification of BDO USA, P.C. as independent registered public accounting firm for fiscal 2027, and (3) an advisory (non-binding) Say-on-Pay vote to approve fiscal 2026 executive compensation.
Elect five persons — Elizabeth Cholawsky, Haydn Hsieh, Ruey L. Lu, Lee-Lean Shu and Ronald R. Steger — to serve on the Board of Directors until the 2027 annual meeting and until their respective successors are duly elected and qualified.
Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
Advisory vote to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers for fiscal year 2026 as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve the Company’s fiscal 2026 executive compensation as disclosed in the proxy statement. Management is seeking shareholder approval as an annual, non-binding affirmation of its compensation program — which is structured with base salaries, a performance-based cash bonus plan (the 2026 Variable Compensation Plan) tied to net SRAM revenues and APU-related goals, and long-term stock option awards — to demonstrate alignment between executive incentives and stockholder interests. The Compensation Committee describes its process for setting pay, including peer benchmarking, use of an independent consultant historically, and an emphasis on retention and long-term value creation via option grants. Company context: fiscal 2026 occurred in a challenging economic environment with operating losses, limited APU revenues, and net SRAM revenue performance below targets, which reduced bonus payouts and influenced the Committee’s decision not to increase base salaries. The vote is advisory and non-binding, but the Board and Compensation Committee state they will review the outcome and consider it in future compensation decisions. Management argues that the program is appropriately calibrated to reward achievement of strategic and operating goals while discouraging excessive risk-taking, and points to consistently strong prior say-on-pay support as evidence of stockholder concurrence with past practices. Because much of the compensation is already paid or contractually committed for fiscal 2026, the practical effect of the vote is signaling investor approval or concern rather than altering past payments, but a negative result could prompt future changes to pay design or disclosure. The Board recommends a FOR vote to obtain stockholder affirmation of its approach to aligning executive interests with long-term stockholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.51% | 1,350,367 | $10M |
| 2 | BlackRock, Inc. | 3.47% | 1,333,214 | $10M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.89% | 1,110,714 | $9M |
| 4 | TWO SIGMA INVESTMENTS, LP | 2.28% | 875,894 | $7M |
| 5 | BlackRock, Inc. | 2.24% | 860,732 | $7M |
| 6 | Silverberg Bernstein Capital Management LLC | 2.04% | 783,306 | $6M |
| 7 | MARSHALL WACE, LLP | 1.91% | 734,692 | $6M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.79% | 688,104 | $5M |
| 9 | WELLS FARGO COMPANY/MN | 1.14% | 440,000 | $3M |
| 10 | STATE STREET CORP | 1.06% | 406,972 | $3M |
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