DEF 14A of Super Micro Computer, Inc., Dec 8, 2023

DEF 14A of Super Micro Computer, Inc.

Filed Dec 8, 2023 · FY20230001375365-23-000046

Open on EDGAR

  1. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS

  2. Composition of the Board

    Composition of the Board The authorized number of directors of the Company as of the date of this proxy statement is nine. There are currently nine directors. Our Amended and Restated Certificate of Incorporation provides for a classified board of directors divided into three classes. The members of each class are elected to serve a three-year term with the term of office for each class ending in consecutive years. Vacancies may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Alternatively, the Board, at its option, may reduce the number of directors, provided that no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. Directors chosen to fill newly created directorships hold office for a term expiring at the next annual meeting of stockholders to which the term of the office of the class to which they have been elected expires. At this year’s Annual Meeting, the terms of our three current Class II directors will expire. The Board’s nominees for the three Class II directors are Judy Lin, Sara Liu and Yih-Shyan (Wally) Liaw. Each of Ms. Lin, Ms. Liu, and Mr. Liaw have agreed to serve, if elected, and the Board has no reason to believe they will be unable to serve. The Board recommends that shareholders vote in favor of each of Ms. Lin, Ms. Liu, and Mr. Liaw. Proxies may not be voted for more than three Class II directors. Assuming a quorum is present, the three director nominees who receive the highest number of the votes cast by the stockholders entitled to vote at the election will be elected as Class II directors. There are no other nominees for Class II directors. In the event that a nominee is unable or unwilling to serve, the enclosed proxy will be voted to elect the replacement nominee designated by the Board, unless the Board instead decides to reduce the number of directors.

  3. Composition of the Board

    | | THE BOARD RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE NOMINEES TO SERVE AS A CLASS II DIRECTOR. PROXIES WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES UNLESS OTHERWISE SPECIFIED. |

  4. Composition of the Board

    The following table sets forth the class and committee composition for the nominees for election as directors and the directors whose terms of office will continue after the meeting.

  5. Composition of the Board

    | Name (Age)(1) | Class | Expiration of Term | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee (the “Governance Committee”) | | Charles Liang (66) | I | Annual General Meeting following fiscal year 2025 | | | | | Sherman Tuan (70) | I | Annual General Meeting following fiscal year 2025 | | Chair | Member | | Tally Liu (73) | I | Annual General Meeting following fiscal year 2025 | Chair | Member | | | Judy Lin (70) | II | Director Nominee | | | Member | | Sara Liu (62) | II | Director Nominee | | | | | Yih-Shyan (Wally) Liaw (68) | II | Director Nominee | | | | | Daniel Fairfax (68) | III | Annual General Meeting following fiscal year 2024 | Member | Member | | | Robert Blair (75) | III | Annual General Meeting following fiscal year 2024 | | | | | Shiu Leung (Fred) Chan (76) | III | Annual General Meeting following fiscal year 2024 | Member | | Chair |

  6. Composition of the Board

    (1)Ages are as of December 8, 2023. The following Board Diversity Matrix is provided pursuant to Nasdaq Rule 5606. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

  7. Composition of the Board

    | Board Diversity Matrix (As of December 8, 2023) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 7 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 2 | 5 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 0 | 2 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |

  8. Class II Directors - Nominees for Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2026

    Class II Directors - Nominees for Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2026 Judy Lin has been a member of our Board since April 2022. Ms. Lin is a retired executive who has 30 years of experience in the disk drive industry. She served as an Independent Board Director of MORESCO Corporation, a leading manufacturer of specialty chemicals based in Japan, from June 2014 to May 2022. Ms. Lin served as Vice President of Western Digital Media Operations, a leader in data infrastructure, from September 2007 until her retirement in September 2012. Prior to Western Digital, Ms. Lin served as Vice President at Komag Inc., a leading supplier of thin-film disks to the hard disk drive industry and held various management positions from April 1994 until Western Digital acquired Komag in September 2007. Before joining Komag, Ms. Lin was with IBM Almaden Research Center Storage Systems Division for 11 years as a Senior Scientist from January 1983 to April 1994. Ms. Lin holds a MSc degree in Materials Science and Mineral Engineering from University of California, Berkeley where she was also a PhD candidate, and a BS in Chemical Engineering from National Cheng Kung University in Taiwan. Our Governance Committee concluded that Ms. Lin should serve on the Board based on her substantial leadership and management experience and, considering she is well versed in technology innovation, product development, engineering and global operations, she will add valuable perspective to the Board. Sara Liu co-founded Super Micro in September 1993, has been a member of our Board since our inception in September 1993 and currently serves as our Co-Founder, Senior Vice President, and a director. She has held a variety of positions with the Company, including Treasurer from inception to May 2019, Senior Vice President of Operations from May 2014 to February 2018, and Chief Administrative Officer from October 1993 to May 2019. From 1985 to 1993, Ms. Liu held accounting and operational positions for several companies, including Micro Center Computer Inc. Ms. Liu holds a B.S. in Accounting from Providence University in Taiwan. Ms. Liu is married to Mr. Charles Liang, our Chairman, President and Chief Executive Officer. Our Governance Committee concluded that Ms. Liu should serve on the Board based on her skills, experience, her general expertise in business and operations and her long familiarity with our company’s business. Yih-Shyan (Wally) Liaw co-founded Super Micro in September 1993. From our founding until January 2018, Mr. Liaw was an employee and held various executive positions at our company, including Senior Vice President of Worldwide Sales and Corporate Secretary. He was also a member of the Board from 1993 until January 2018. In January 2018, Mr. Liaw resigned from all his positions with our company, including from the Board, during a period when we were not current in our filings with the Securities and Exchange Commission, and, following completion of an Audit Committee investigation, in connection with a restructuring of our sales organization as part of our remediation of material weaknesses in our internal control over financial reporting. From February 2018 until June 2020, Mr. Liaw was retired. From June 2020 until April 2021, Mr. Liaw was the president of 2CRSi Corporation, a company headquartered in Strasbourg, France that develops, produces and sells high-performance customized, environmentally-friendly servers. Mr. Liaw returned to our company as a consultant in May 2021, advising us with respect to business development matters. In August 2022, Mr. Liaw returned to full-time employment with us as Senior Vice President, Business Development. He was re-appointed to the Board in December 2023. Mr. Liaw holds an M.S. in Computer Engineering from University of Arizona, an M.S. in Electrical Engineering from Tatung Institute of Technology in Taiwan, and a B.S. degree from Taiwan Provincial College of Marine and Oceanic Technology. Our Governance Committee concluded that Mr. Liaw should serve on the Board based on his technical expertise and his long familiarity with our company’s business.

  9. Class III Directors - Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2024

    Class III Directors - Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2024 Daniel Fairfax has been a member of our Board since July 2019. Mr. Fairfax served as Senior Vice President and Chief Financial Officer of Brocade Communications, a networking equipment company (“Brocade”) from June 2011 to November 2017. Brocade was acquired by Broadcom in November 2017. Mr. Fairfax previously served as Brocade’s Vice President of Global Services from August 2009 to June 2011 and Brocade’s Vice President of Business Operations from January 2009 to August 2009. Prior to Brocade, Mr. Fairfax served as Chief Financial Officer of Foundry Networks, Inc., from January 2007 until December 2008. Foundry Networks was acquired by Brocade in December 2008. Earlier in his career Mr. Fairfax served in executive financial management and/or general management positions at GoRemote Internet Communications, Ironside Technologies, Acta Technology, NeoVista Software, Siemens and Spectra-Physics. He began his career as a consultant with the National Telecommunications Practice Group of Ernst & Young. Mr. Fairfax is a certified public accountant with an inactive license in California and holds an MBA degree from The University of Chicago Booth School of Business and a Bachelor of Arts degree, with a major in Economics, from Whitman College. Our Governance Committee concluded that Mr. Fairfax should serve on the Board based on his skills, experience, his financial literacy and his familiarity with technology businesses. Robert Blair has been a member of our Board since December 2022. Mr. Blair was President and Chief Executive Officer of ESS Technology, Inc., a fabless semiconductor company for 19 years from September 1999 through July 2018 where he also served as a director from September 1999 through August 2019. During this time, ESS Technology, Inc. was a publicly listed company on NASDAQ for 9 years. Mr. Blair has been a director of Pictos, Inc., a technology licensing company that owns a portfolio of fundamental CMOS imaging patents, since July 2008 where he also previously served as President and Chief Executive Officer between 2008 and 2013. His professional background also includes more than 35 years of experience in marketing, sales, engineering, operations, and general management, principally in the computer hardware, software, and semiconductor industries. His experience includes roles at Global Semiconductor Alliance, Logistix Corporation, and XEGMAG (a division of Xidex Corporation). Mr. Blair holds twelve issued U.S. patents plus additional patents worldwide, and studied electrical engineering at Arizona State University and applied economics at the University of San Francisco. Our Governance Committee concluded that Mr. Blair should serve on the Board based on his familiarity with technology businesses, skills and experience with business operations at technology companies, and public company experience. Shiu Leung (Fred) Chan has been a member of our Board since October 2020. Mr. Chan is the founder and currently the president of KCR Development, Inc. which has developed real estate projects in excess of $1 billion in California and Hawaii specializing in high-density residential and retail projects. Mr. Chan also has more than three decades of experience in the high technology sector and as an entrepreneur. He most recently served as chairman of ESS Technology, Inc., a privately held semiconductor company which he had founded, from 2015 to 2019. ESS Technology was previously a public company listed on Nasdaq from 1995 until 2008, where he had held a variety of senior executive roles, including as chairman, president and chief executive officer, and served as a director. Mr. Chan has also previously served as chairman of a privately-held consumer electronics company, founder and an executive officer of a VLSI chip design center providing computer aided design, engineering and other design services, and co-founder and an executive officer of a company in the business of computer aided engineering systems development. Mr. Chan holds B.S.E.E. and M.S.C. degrees from the University of Hawaii. Our Governance Committee concluded that Mr. Chan should serve on the Board based on his skills and experience in growing companies and familiarity with technology businesses.

  10. Class I Directors - Terms Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2025

    Class I Directors - Terms Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2025 Charles Liang founded Super Micro and has served as our President, Chief Executive Officer and Chairman of the Board since our inception in September 1993. Mr. Liang has been developing server and storage system architectures and technologies for the past three decades. From July 1991 to August 1993, Mr. Liang was President and Chief Design Engineer of Micro Center Computer Inc., a high-end motherboard design and manufacturing company. From January 1988 to April 1991, Mr. Liang was Senior Design Engineer and Project Leader for Chips & Technologies, Inc., a chipset technology company, and Suntek Information International Group, a system and software development company. Mr. Liang has been granted 23 U.S. server technology patents. Mr. Liang holds an M.S. in Electrical Engineering from the University of Texas at Arlington and a B.S. in Electrical Engineering from National Taiwan University of Science & Technology in Taiwan. Our Governance Committee concluded that Mr. Liang should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his long familiarity with our company’s business. Tally Liu was appointed to our Board in January 2019. He has been retired since 2015. Prior to his retirement, Mr. Liu was Chief Executive Officer of Wintec Industries, a supply chain solutions company for high-tech manufacturers, from 2012 to 2015. Prior to Wintec, Mr. Liu served as Chairman of the Board and Chief Executive Officer of Newegg, Inc., an internet consumer technology retailer, from 2008 to 2010, and as President of Newegg in 2008. Prior to Newegg, Mr. Liu held various positions with Knight Ridder Inc., including Vice President, Finance & Advanced Technology and Vice President of Internal Audit. Mr. Liu served as President of the International Newspapers Financial Executives (INFE) for one year before it merged with other media associations. A Certified Public Accountant from 1982-2007, Mr. Liu is a member of the American Institute of Certified Public Accountants (AICPA) with retired status and was previously a member of the Florida Institute of Certified Public Accountants (FICPA). Mr. Liu is also a Certified Information System Auditor (CISA) and Certified Information Security Manager (CISM), with non-practice status, with the Information Systems Audit and Control Association (ISACA) and has also been certified in Control Self-assessment (CCSA) by the Institute of Internal Auditors (IIA). After earning his BA of Commerce from National Chengchi University, Taipei, Taiwan, and MBA from Florida Atlantic University, Mr. Liu received executive leadership training at the Stanford Advanced Finance Program in 1986 and at Harvard Business School in the Advanced Management Program (AMP) in 1998. Mr. Liu is not related to any member of our Board or any of our officers. Our Governance Committee concluded that Mr. Liu should serve on the Board based on his skills, experience, his financial literacy and his familiarity with technology businesses. Sherman Tuan has been a member of our Board since February 2007. Mr. Tuan is founder of PurpleComm, Inc. (doing business as 9x9.tv), a platform for connected TV, where he has served as Chief Executive Officer since January 2005 and Chairman of the Board since June 2003. From September 1999 to May 2002, he was director of Metromedia Fiber Network, Inc., a fiber optical networking infrastructure provider. Mr. Tuan was co-founder of AboveNet Communications, Inc., an internet connectivity solutions provider, where he served as President from March 1996 to January 1998, Chief Executive Officer from March 1996 to May 2002 and director from March 1996 to September 1999. Mr. Tuan holds a degree in Electrical Engineering from Feng-Chia University in Taiwan. Our Governance Committee concluded that Mr. Tuan should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his familiarity with our company’s business. Except for Mr. Charles Liang and Ms. Sara Liu, who are married to each other, there are no other family relationships among any of our directors or executive officers.

  11. Compensation Philosophy and Objectives—Continuing Improvement of Performance-Based Compensation Arrangements

    Compensation Philosophy and Objectives—Continuing Improvement of Performance-Based Compensation Arrangements Our executive compensation philosophy is to link a significant portion of NEO compensation to corporate performance using components such as performance-based restricted stock units (“PRSUs”) and stock options and reduce our historical reliance on fixed compensation such as base salary, fixed bonuses and regularly refreshed stock grants with time-based vesting. Beginning in fiscal year 2021 our efforts to revise our NEO compensation plans were primarily focused on our CEO but, in fiscal year 2022, the Compensation Committee expanded the linkage of compensation to corporate performance to two additional named executive officers. During fiscal year 2023, the Compensation Committee further refined the link between compensation and corporate performance for these other two named executive officers. For both fiscal year 2022 and fiscal year 2023 the Compensation Committee used a similar balance between fixed compensation components and performance-based compensation components for our Other NEOs. However, for fiscal year 2023 the Compensation Committee re-evaluated the performance metrics (“key performance indicators” or “KPIs”) used under the performance-based portion of such programs, as well as the fixed bonus component of such programs. These efforts culminated in the adoption of a new fiscal year 2023 compensation program for each of Messrs. Weigand and Clegg in January 2023 (the “FY2023 Performance Program for Other Named Executive Officers”). See “FY2023 Performance Program for Other Named Executive Officers” below for more specific information about the design and operation of the compensation program for Messrs. Weigand and Clegg for fiscal year 2023. With respect to our CEO, Mr. Liang, fiscal year 2023 was the second year of evaluating and monitoring the results of performance-based compensation arrangements made with Mr. Liang in fiscal year 2021. In March 2021, we changed Mr. Liang’s compensation to be almost completely performance-based. As discussed in more detail below, in March 2021, we converted nearly 100% of Mr. Liang’s compensation to performance-based compensation through the issuance of performance-based options (the “2021 CEO Performance Award”) to purchase 1,000,000 shares of our common stock at an exercise price of $45.00 per share, which price was 32% higher than the market price of our common stock on the date of the award ($34.08). The 2021 CEO Performance Award is comprised of five tranches that vest only if the market price of our common stock reaches various prices (ranging from $45.00 to $120.00 per share) and we achieve certain specified revenue goals, all as described in greater detail below. In connection with the 2021 CEO Performance Award, Mr. Liang’s base salary was reduced to $1.00 per year and Mr. Liang agreed that he would not be eligible for any increase in base salary, or any other cash compensation, until June 30, 2026. For fiscal year 2023, Mr. Liang’s compensation was again based almost entirely upon the 2021 CEO Performance Award and related agreements. During fiscal year 2022, the first of five tranches under the 2021 CEO Performance Award (representing 200,000 options granted under such award) was earned, and during fiscal year 2023 an additional three tranches under the 2021 CEO Performance Award (representing an additional 600,000 options granted under such award) were earned. This is because, during fiscal year 2023, each of the second, third, and fourth revenue goals of $4.8 billion, $5.8 billion, and $6.8 billion, respectively, in annualized revenue were achieved and the second, third, and fourth stock price goals of $60.00, $75.00, and $95.00, respectively, were achieved. In addition, during fiscal year 2023 and through the date of this proxy statement, the Compensation Committee also certified the achievement of the fifth and final stock price goal of $120.00. As a result, as of the date of this proxy statement, only 200,000 of the original 1,000,000 options granted under the 2021 CEO Performance Award remain unearned, and the only remaining goal under the 2021 CEO Performance Award is the fifth revenue goal of $8.0 billion in annualized revenue. Mr. Liang received a base salary of $1 during fiscal year 2023. In summary, since the latter part of fiscal year 2021 and for fiscal years 2022 and 2023, almost all of Mr. Liang’s compensation has been based only upon achieving the revenue goals described below and the common stock price targets described below. To fully achieve the performance goals of the 2021 CEO Performance Award, our revenue must continue to increase to $8 billion over a rolling four-quarter period (from $3.6 billion for fiscal year 2020 which was the last full fiscal year before the award). The 60-trading-day average stock price of our common stock has already reached the final stock price goal of $120.00 per share (from $34.08 on the day the award was granted). As of the date of this proxy statement, the 2021 CEO Performance Award has been earned and is exercisable at a per share price of $45 with respect to 800,000 shares. See also “- Subsequent Event - CEO Performance Award Granted in Fiscal Year 2024.”

  12. Process Overview

    Process Overview The Compensation Committee of the Board discharges the Board’s responsibilities relating to compensation of all of our executive officers. At the end of fiscal year 2023, the Compensation Committee was comprised of three non-employee directors, although during the period from July 1, 2022 through October 25, 2022, the Compensation Committee was principally comprised of two non-employee directors. All of the non-employee directors who served on the Compensation Committee during fiscal year 2023 were independent pursuant to the applicable listing rules of NASDAQ and Rule 16b-3 under the Exchange Act. The agenda for meetings is determined by the Chair of the Compensation Committee with the assistance of our Chief Financial Officer and General Counsel. Committee meetings are regularly attended by our Chief Financial Officer and our General Counsel. However, during the meetings, neither our Chief Financial Officer nor our General Counsel participates in the consideration of their own performance or compensation, although he may provide an introduction of the topic to be considered to the Compensation Committee. Our Chief Financial Officer and General Counsel support the Compensation Committee in its work by providing information relating to our financial plans and certain personnel-related data. In addition, the Compensation Committee has the authority under its charter to hire, terminate and approve fees for advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities. As part of making an overall assessment of each named executive officer’s role and performance, and structuring our compensation programs for fiscal year 2023, the Compensation Committee (among other things) (1) reviewed recommendations of our Chief Executive Officer, (2) considered publicly available peer group compensation data, and (3) considered compensation data previously assembled for the Compensation Committee by Radford (an Aon Hewitt company ("Radford")) from a sample of public companies previously selected by us, with input on the selection of this sample from Radford. For fiscal year 2023, the peer group selected consisted of the following companies:

  13. Process Overview

    | Benchmark Electronics, Inc. | NetApp, Inc. | | Ciena Corporation | NETGEAR, Inc. | | Diebold Nixdorf, Inc. | Plexus Corp. | | Extreme Networks, Inc. | Pure Storage, Inc. | | F5, Inc. | Teradata Corporation | | Infinera Corporation | TTM Technologies, Inc. | | Juniper Networks, Inc. | Viasat, Inc. | | Lumentum Holdings Inc. | Vishay Intertechnology, Inc. |

  14. Key Fiscal Year 2023 Executive Compensation Decisions and Actions

    Key Fiscal Year 2023 Executive Compensation Decisions and Actions Key fiscal year 2023 executive compensation decisions and actions included the following: •As a part of its philosophy to link compensation to corporate performance, the Compensation Committee adopted the FY2023 Performance Program for Other Named Executive Officers in January 2023. Similar to the program for these persons utilized during the prior fiscal year, in addition to base salary and fixed bonus components, the program continued to include a performance-based annual incentive award, which is payable in the form of service-based restricted stock units (“RSUs”) that generally vest over a period of four years and cash. The performance-based annual incentive award continues to have each of the following features: *Primarily formula-based; *Utilizes company performance metrics that are individualized based upon the role of the officer; and *Utilizes company performance metrics tied closely to stockholder value, including percentage appreciation in stock price from the prior fiscal year and percentage increase in worldwide revenue from the prior fiscal year. See “- FY2023 Performance Program for Other Named Executive Officers” below for more information. •As a part of continued efforts to evolve the approach to named executive officer compensation and to further improve the linkage of compensation to corporate performance for other named executive officers, the Compensation Committee carefully re-evaluated the KPIs utilized under the performance-based portion of the FY2023 Performance Program for Other Named Executive Officers and the fixed bonus component of the FY2023 Performance Program for Other Named Executive Officers: *Under such program, the Compensation Committee determined to utilize the same KPIs for fiscal year 2023 as were utilized in fiscal year 2022 for Mr. Weigand. These included a Stock Price Increase KPI and a Long-Term Investor Increase KPI, as well as a subjective Individual Performance Evaluation KPI determined by the CEO. The Compensation Committee believed such KPIs continued to accurately reflect the most relevant factors to measure the CFO’s performance in a manner that aligns with stockholder value and stockholder interests. The weightings given to such KPIs were also unchanged between the programs for fiscal year 2022 and fiscal year 2023. See “- FY2023 Performance Program for Other Named Executive Officers – Performance Incentive Award” below for more information. In addition, the Compensation Committee decided to leave unchanged the fixed bonus component for Mr. Weigand at 30% of his base salary for fiscal year 2023. See “- FY2023 Performance Program for Other Named Executive Officers – Fixed bonus component” below for more information. *Under such program, the Compensation Committee determined to utilize an updated and different mix of KPIs for fiscal year 2023 for Mr. Clegg’s program. For fiscal year 2023, Mr. Clegg’s KPIs continued to include a Worldwide Revenue KPI, as well as a subjective Individual Performance Evaluation KPI determined by the CEO (features similar to those used for fiscal year 2022). However, for fiscal year 2023, Mr. Clegg’s other KPIs included both a Growth in Top 3000 Customer KPI and a Slow Moving & Excess and Obsolete Inventory KPI (the “Inventory KPI”), which are new. Previously, in fiscal year 2022, Mr. Clegg’s other KPIs included both a Stock Price Increase KPI and a Worldwide Net Profit KPI, which the Compensation Committee determined not to utilize for fiscal year 2023, as the Compensation Committee believed the new KPIs more accurately reflected the appropriate objectives of a Senior Vice President of Worldwide Sales in a manner that aligns with stockholder value and stockholder interests. In addition, the Compensation Committee also determined for fiscal year 2023 to adjust the weightings of the various KPIs selected for Mr. Clegg. For example, while the Worldwide Revenue KPI had been double weighted in Mr. Clegg’s program for fiscal year 2022, for fiscal year 2023 this KPI was triple weighted. See “- FY2023 Performance Program for Other Named Executive Officers – Performance Incentive Award” below for more information. In addition, the Compensation Committee decided to adjust the fixed bonus component for Mr. Clegg to 20% of his base salary for fiscal year 2023, compared to 25% of his base salary for the prior fiscal year 2022. See “- FY2023 Performance Program for Other Named Executive Officers – Fixed bonus component” below for more information. •Based on effective base salaries and the Compensation Committee’s review and certification of actual performance (as described further below) under the FY2023 Performance Program for Other Named Executive Officers for fiscal year 2023: *Mr. Weigand received a fixed bonus amount of $148,568 paid in semi-monthly installments during fiscal year 2023, and based on performance against fiscal year 2023 goals earned a cash payment of $167,127 and earned an aggregate grant of $668,509 in RSUs that were granted on August 24, 2023 and August 25, 2023. These RSUs generally vest in annual installments over four years; and *Mr. Clegg received a fixed bonus amount of $88,888 paid in semi-monthly installments during fiscal year 2023, and based on performance against fiscal year 2023 goals earned a cash payment of $157,923, and earned an aggregate grant of $157,923 in RSUs that were granted on August 24, 2023 and August 25, 2023. These RSUs generally vest in annual installments over four years. •Base salaries for the named executive officers other than the CEO were also adjusted during fiscal year 2023 as a part of a perceived critical need to enhance retention value for key personnel, and were based in part upon: *Analyses provided in the previously prepared compensation study for fiscal year 2022 that indicated that base salaries for such named executive officers (prior to the increases) were generally below the 25th percentile in the market. With the adjustments made during fiscal year 2023, based upon the previously prepared compensation study for fiscal year 2022 (prepared in July 2021), the base salaries for the named executive officers other than the CEO were generally at the 50th percentile in the market according to such study; and *Consideration of the continued inflationary market conditions in fiscal year 2023. •Fiscal year 2023 was the second full fiscal year in which the CEO operated under the 2021 CEO Performance Award, and related agreements, which was granted in March 2021. During the preceding fiscal year 2022, one of the five tranches under the 2021 CEO Performance Award (representing 200,000 options granted under such award) was earned. During fiscal year 2023, the Compensation Committee closely monitored the Company’s performance and the CEO’s performance against not only the key metrics of the 2021 CEO Performance Award, but also the objectives of the 2021 CEO Performance Award, for alignment with stockholder value and stockholder interests. During fiscal year 2023, the CEO received a base salary of only $1, no short-term cash bonus awards, and no time-based or performance-based equity awards. •During fiscal year 2023, an additional three tranches under the 2021 CEO Performance Award (representing 600,000 options granted under such award) were earned. More specifically:

  15. Key Fiscal Year 2023 Executive Compensation Decisions and Actions

    *The Company’s annualized revenue exceeded $4.8 billion (representing the second revenue goal under the 2021 CEO Performance Award) for the four quarters ended June 30, 2022. The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $60.00 (representing the second stock price goal under the 2021 CEO Performance Award) on October 11, 2022. Based upon the matching of the relevant revenue goal with the corresponding stock price goal, the Compensation Committee certified the vesting of the second 200,000 shares subject to the 2021 CEO Performance Award on October 25, 2022; *The Company’s annualized revenue exceeded $5.8 billion (representing the third revenue goal under the 2021 CEO Performance Award) for the four quarters ended September 30, 2022. The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $75.00 (representing the third stock price goal under the 2021 CEO Performance Award) on December 23, 2022. Based upon the matching of the relevant revenue goal with the corresponding stock price goal, the Compensation Committee certified the vesting of the third 200,000 shares subject to the 2021 CEO Performance Award on January 4, 2023; and *The Company’s annualized revenue exceeded $6.8 billion (representing the fourth revenue goal under the 2021 CEO Performance Award) for the four quarters ended June 30, 2023. The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $95.00 (representing the fourth stock price goal under the 2021 CEO Performance Award) on April 17, 2023. Based upon the matching of the relevant revenue goal with the corresponding stock price goal, the Compensation Committee certified the vesting of the fourth 200,000 shares subject to the 2021 CEO Performance Award on September 19, 2023. •The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $120.00 (representing the fifth and final stock price goal under the 2021 CEO Performance Award) on May 30, 2023. The Compensation Committee will continue to closely monitor the Company’s performance and the CEO’s performance against both the key metrics and objectives of the 2021 CEO Performance Award. As of the date of this proxy statement, the 2021 CEO Performance Award has been earned and is exercisable at a per share price of $45 with respect to 800,000 shares. The fifth and final annualized revenue goal of $8.0 billion under the 2021 CEO Performance Award remains to be achieved. In the event the fifth revenue goal is achieved, then the fifth and final tranche of the 2021 CEO Performance Award will be earned.

  16. Discussion and Analysis of 2021 CEO Performance Award

    (1)Sustained stock price performance is required for each Stock Price Goal to be met, other than in connection with a change in control. For each Stock Price Goal to be met, the sixty-trading day average stock price must equal or exceed the Stock Price Goal. (2)Utilizes closing stock price on March 2, 2021, of $34.08 per share. (3)The sixty-trading day average stock price from March 15, 2022 through June 8, 2022 was $45.12. (4)The sixty-trading day average stock price from July 19, 2022 through October 11, 2022 was $60.16. (5)The sixty-trading day average stock price from September 30, 2022 through December 23, 2022 was $75.40. (6)The sixty-trading day average stock price from January 20, 2023 through April 17, 2023 was $95.11. (7)The sixty-trading day average stock price from March 6, 2023 through May 30, 2023 was $120.87. Each of the five tranches vests only when both the applicable Revenue Goal and Stock Price Goal for such tranche are certified by the Compensation Committee as having been met. A Revenue Goal and a Stock Price Goal that are matched together can be achieved at different points in time and vesting will occur at the later of the achievement certification dates for such Revenue Goal and Stock Price Goal. Subject to any applicable clawback provisions, policies or other forfeiture terms described in the 2021 CEO Performance Award, once a goal is achieved, it is forever deemed achieved for determining the vesting of a tranche. There is no automatic acceleration of vesting of the 2021 CEO Performance Award upon a future “change in control,” but any tranches that are unvested as of the date of the change in control will vest upon the change in control if the Stock Price Goal related to that tranche is achieved (the Revenue Goals will be disregarded). For purposes of determining whether any Stock Price Goal has been achieved, the stock price shall equal the greater of (1) the most recent closing price per share immediately prior to the effective time of such change in control, or (2) the per share common stock price (plus the per share of common stock value of any other consideration) received by our stockholders in the change in control. To the extent any tranche of the 2021 CEO Performance Award has not vested prior to the change in control and does not vest in connection with the change of control based on attainment of the relevant Stock Price Goal, as described above, such tranche under the 2021 CEO Performance Award will terminate as of the effective date of the change in control. For these purposes, we note that all Stock Price Goals have now been achieved. As stated above, during fiscal year 2023, the Compensation Committee closely monitored the Company’s performance and the CEO’s performance against not only the key metrics of the 2021 CEO Performance Award, but also the objectives of the 2021 CEO Performance Award, for alignment with stockholder value and stockholder interests. The Compensation Committee designed the 2021 CEO Performance Award to be a challenging long-term incentive for future performance, and the Compensation Committee noted in particular at that time that the performance thresholds could take many years to achieve, if they could be achieved at all. As of the date of this proxy statement, the 2021 CEO Performance Award has been earned and is exercisable at a per share price of $45 with respect to 800,000 shares.

  17. Overview

    Overview On January 24, 2023, after consultations with Mr. Liang, and consideration of such other factors as the Compensation Committee considered appropriate (including input previously received from the Compensation Committee’s compensation consultant and an executive compensation study from prior years), the Compensation Committee approved an executive compensation program for fiscal year 2023 for two of the Company’s NEOs, Mr. Weigand (the “CFO Compensation Program”) and Mr. Clegg (the “SVP Sales Compensation Program”). The Compensation Committee believes the FY2023 Performance Program for Other Named Executive Officers furthers the Company’s executive compensation philosophy to link compensation to corporate and individual performance. The principal compensation elements of the FY2023 Performance Program for Other Named Executive Officers are: •A base salary in the form of cash and representing fixed compensation to reward individual performance and contributions (“Base Salary”); •A fixed bonus component payable in semi-monthly installments in the form of cash and based upon a percentage of Base Salary (the “Fixed Bonus”); and •A performance-based annual incentive award (“Performance Incentive Award”) which, for Mr. Weigand, is payable 20% in the form of cash (the “Performance Cash”) and 80% in the form of service-based RSUs (the “Performance RSUs”) and, for Mr. Clegg, is payable 50% in the form of Performance Cash and 50% in the form of Performance RSUs. Performance RSUs earned will generally vest in equal annual installments over a period of approximately four years.

  18. Fixed bonus component

    Fixed bonus component Under the FY2023 Performance Program for Other Named Executive Officers, Mr. Weigand and Mr. Clegg receive a fixed bonus component payable in semi-monthly installments in the form of cash, which is based upon a percentage of Base Salary (the “Fixed Bonus”). The Compensation Committee included the Fixed Bonus as a part of the FY2023 Performance Program for Other Named Executive Officers for their continued achievements and contributions to the Company. The Fixed Bonus percentage of Base Salary for fiscal year 2023 was 30% for Mr. Weigand. While the Fixed Bonus percentage of Base Salary remain unchanged between fiscal year 2022 and fiscal year 2023 for Mr. Weigand, Mr. Clegg’s Fixed Bonus percentage of Base Salary was adjusted between fiscal year 2022 and fiscal year 2023. Mr. Clegg’s Fixed Bonus percentage was 25% from July 1, 2022 to September 30, 2022 (“Mr. Clegg’s Prior Fixed Bonus Percentage”) and 20% from October 1, 2022 to June 30, 2023 (Mr. Clegg’s New Fixed Bonus Percentage”). The Compensation Committee believed such adjustment with a smaller amount of Mr. Clegg’s compensation being fixed was appropriate given his role, when also coupled with the increased weighting adjustment given to Mr. Clegg’s worldwide revenue KPI under the Performance Incentive Award component of his award. See “- Performance Incentive Award” below. The Compensation Committee decided to retain the Fixed Bonus component for the FY2023 Performance Program for Other Named Executive Officers because the Committee believed the aggregate total cash compensation for these two officers, based on their base salaries effective on October 1, 2022, amount of cash earned under the Fixed Bonus percentages, and the amount of cash which the Committee believed would likely be earned under the cash portion of the Performance Incentive Award (see “- Performance Incentive Award” below), was likely to still be less than the market 50th percentile for comparable positions based upon the prior compensation study for fiscal year 2022. The following table sets forth the total amount of Fixed Bonus received by such persons for fiscal year 2023:

  19. Fixed bonus component

    | Name | Principal Position During Fiscal Year 2023 | Fiscal Year 2023 Fixed Bonus Received | | David Weigand | Senior Vice President, Chief Financial Officer and Chief Compliance Officer | $148,568(1) | | Don Clegg | Senior Vice President, Worldwide Sales | $88,888(2) |

  20. Fixed bonus component

    (1)For Mr. Weigand, the Fixed Bonus paid from July 1, 2022 to September 30, 2022 was determined based upon a base salary of $418,000 at the beginning of fiscal year 2022. The Fixed Bonus paid from October 1, 2022 to June 30, 2023 was determined based upon Mr. Weigand’s increase in base salary to $520,969. (2)For Mr. Clegg, the Fixed Bonus paid from July 1, 2022 to September 30, 2022 was determined based upon a base salary of $376,640 at the beginning of fiscal year 2022 and Mr. Clegg’s Prior Fixed Bonus Percentage. The Fixed Bonus paid from October 1, 2022 to June 30, 2023 was determined based upon Mr. Clegg’s increase in base salary to $435,652 and Mr. Clegg’s New Fixed Bonus Percentage. Mr. George Kao, another named executive officer, does not participate in the FY2023 Performance Program for Other Named Executive Officers, but during fiscal year 2023 was eligible for the Company’s regular semi-annual bonus payouts available to employees pursuant to which he received $14,362. Such bonus payouts are discretionary on the part of the Company, but (when made based upon Company performance) are available to a broad base of Company employees with amounts subject to CEO discretion and approval. Mr. Kao’s discretionary bonus payout was equal to less than 4% of his base salary at the end of fiscal year 2023.

  21. Performance Incentive Award

    Performance Incentive Award Description of Performance Incentive Award. Under the Performance Incentive Award portion of the FY2023 Performance Program for Other Named Executive Officers, participants have the ability to earn Performance Incentive Awards based upon the achievement of certain specified KPIs and the CEO’s subjective evaluation of each participant’s performance during the fiscal year. Any Performance Incentive Awards earned by Mr. Weigand are payable 20% in cash and 80% in Performance RSUs, and any Performance Incentive Awards earned by Mr. Clegg are payable 50% in cash and 50% in Performance RSUs. The cash portion of the award is paid out promptly after the amount of any Performance Incentive Award is determined and approved by the Compensation Committee following the end of the fiscal year, and the Performance RSUs are granted at approximately the same time. The number of Performance RSUs granted to the participants is determined by dividing the value of the Performance RSU portion of the Performance Incentive Award by an average closing price of our stock, as described in more detail below. These Performance RSUs generally vest in equal annual installments over a period of four years from the first day of the new fiscal year, so long as the individual continues to be employed. Performance RSUs for the annual award are (for purposes of administration of shares available under the amended and restated 2020 Equity and Incentive Compensation Plan) capped for each of Messrs. Weigand and Clegg at a level unlikely to be earned. In addition: •The amount of the earned Performance Incentive Award is determined as a multiple (the “Multiple”) of a base incentive target (calculated as a set percentage of Base Salary) set for each participant (the “Base Incentive Unit”). •The Base Incentive Unit for fiscal year 2023 was set at 10% of Base Salary for each of Messrs. Weigand and Clegg. •Each KPI and the CEO’s subjective evaluation of performance contribute to the calculation of the Multiple, which is applied to the Base Incentive Unit to determine the total amount of the earned Performance Incentive Award: ◦For Mr. Weigand, the KPIs for fiscal year 2023 were based upon: •Percentage appreciation in Company stock price from June 30, 2022, to June 30, 2023, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple; and *This KPI is “double weighted,” meaning that such percentage increase in stock price is then multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below; and •Percentage increase in number of long-term investors in the Company from June 30, 2022, to June 30, 2023, with a 100% increase in the number of long-term investors counting as 1.00 towards the determination of the final aggregate Multiple; and *Such KPI is also “double weighted,” meaning that such percentage increase is multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below. ◦For Mr. Weigand, an individual performance evaluation rating (on a scale from 1.0 to 5.0) was also given by the CEO for the fiscal year, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple. The scores arising from these KPI results, and the performance evaluation, are then added together to determine the final aggregate Multiple that is applied to the Base Incentive Unit to determine the value of the Performance Incentive Award. For these purposes, long-term investors in the Company are defined as either (1) a new long-term investor with at least 100,000 shares (which represents approximately about 0.2% of the total number of shares outstanding) added during fiscal year 2023 or (2) an existing long-term investor who had increased its holdings by at least 50% during fiscal year 2023; provided, however, that index funds, hedge funds, and broker-dealers are excluded from the definition of long-term investors. A list of potential long-term investors at the end of fiscal year 2022 had been identified based upon certain SEC filings made by such investors, and the foregoing evaluation criteria was then applied to such list. ◦For Mr. Clegg, the KPIs for fiscal year 2023 are based upon: •Percentage increase in number of our internally measured top 3,000 customers (“Top 3,000 Customers”) from June 30, 2022, to June 30, 2023, with a 100% increase in the number of our Top 3,000 Customers counting as 1.00 towards determination of the final aggregate Multiple. For these purposes, new Top 3,000 Customers are identified based upon new customer accounts which were set up in our internal accounting system during fiscal year 2023 based upon approximately 900+ accounts which were targeted for marketing efforts in the fiscal year; *Such KPI is “double weighted,” meaning that such percentage increase is multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below. •Percentage increase in worldwide revenue from the prior fiscal year, with a 100% increase in revenue counting as 1.00 towards determination of the final aggregate Multiple; *This KPI is “triple weighted,” meaning that such percentage increase in worldwide revenue is then multiplied by three, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below. During the prior fiscal year 2022, Mr. Clegg had this same KPI, but it was only “double weighted.” The Compensation Committee believed it was appropriate to increase the weighting of this KPI to “triple weighted” for fiscal year 2023 given Mr. Clegg’s role as Senior Vice President, Worldwide Sales, as achievement against this metric has high correlation with the Company's stock price performance; and •Change in Slow Moving & Excess and Obsolete Inventory KPI, or Inventory KPI, which is calculated by dividing slow moving and excess and obsolete inventory for fiscal year 2022 by slow moving and excess and obsolete inventory for fiscal year 2023, and subtracting 1.00 from such quotient; *The Inventory KPI is “double weighted,” meaning that such resulting number from the calculation described above is then multiplied by two, and that resulting number is then used in the calculation of the aggregate Multiple as described above and illustrated below; and ◦For Mr. Clegg, an individual performance evaluation rating (on a scale from 1.0 to 5.0) was also given by the CEO for the fiscal year, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple. The scores arising from these KPI results, and the performance evaluation are then added together to determine the final aggregate Multiple that is applied to the Base Incentive Unit to determine the value of the Performance Incentive Award.

  22. Performance Incentive Award

    For each of Mr. Weigand and Mr. Clegg, a decrease in stock price, number of long-term investors, number of our Top 3,000 Customers, and/or worldwide revenue from the prior fiscal year (as may be applicable) results in a multiple of zero for that KPI for purposes of determining the aggregate Multiple. For these purposes, worldwide revenue is defined as our net sales for the fiscal year as reported in our consolidated financial statements. In addition, for Mr. Clegg, an increase in slow moving and excess and obsolete inventory from the prior fiscal year results in a multiple of zero for the Inventory KPI for purposes of determining the aggregate Multiple. Slow moving and excess and obsolete inventory apply written guidelines that have been established which categorize products based upon various criteria (such as price sensitivity based upon age (e.g. CPUs, GPUs), volume/cost of product, and product lead time), and then for each such category define a time period after which they are considered slow moving. Performance Cash earned is generally paid in the next payroll cycle following the Compensation Committee’s certification and approval of the calculation of the Performance Incentive Award after the end of the fiscal year, or as soon as reasonably practical thereafter. Performance RSUs are to be granted to the respective participating officer on a grant date within 10 days of the Compensation Committee’s certification and approval of the results of the Performance Incentive Award (the “Grant Date”), but in no event later than August 31, 2023, subject to the recipient remaining employed with, or otherwise continuing to provide services to, the Company through such Grant Date. The number of Performance RSUs earned will be determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the Performance RSUs portion by the sixty-trading day average closing stock price of the Company’s common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU, and subject to (for purposes of administration of shares available under the amended and restated 2020 Equity and Incentive Compensation Plan) a maximum cap at a level unlikely to be earned. Measurement of Fiscal Year 2023 Performance against the Performance Incentive Award. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2023 performance for Mr. Weigand:

  23. Performance Incentive Award

    | Performance Measure | Achievement | Weighting Factor | Final Weighted Score | | Stock Price Increase KPI | 518% (or 5.18)(1) | 2X | 10.36 | | Long-Term Investor Increase KPI | 44% (or 0.44)(2) | 2X | 0.88 | | Individual Performance Evaluation | 4.8(3) | 1X | 4.8 | | Total Multiple | | | 16.04 | | Base Incentive Unit | | | $52,097 | | Final Earned Performance Incentive Award Value | | | $835,636 | | Performance Cash Payout Value (20%) | | | $167,127 | | Performance RSUs Payout Value (80%) | | | $668,509 | | Number of Performance RSUs Granted in August 2023(4) | | | 2,479 |

  24. Performance Incentive Award

    (1)Our closing stock price on June 30, 2022 and June 30, 2023 was $40.35 and $249.25, respectively. (2)Utilizing the definition of long-term investor specified above, it was determined the number of Long-Term Investors increased from 50 to 72 during fiscal year 2023. (3)Based upon the CEO’s evaluation. (4)2,046 and 433 RSUs were granted on August 24, 2023 and August 25, 2023, respectively, based on the average 60-trading day closing stock price of $269.46 and $269.94, respectively. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2023 performance for Mr. Clegg:

  25. Performance Incentive Award

    | Performance Measure | Achievement | Weighting Factor | Final Weighted Score | | Top 3,000 Customers KPI | 92% (or 0.92)(1) | 2X | 1.84 | | Worldwide Revenue KPI | 37% (or 0.37)(2) | 3X | 1.11 | | Inventory KPI | NA(3) | 2X | NA | | Individual Performance Evaluation | 4.3(4) | 1X | 4.3 | | Total Multiple | | | 7.25 | | Base Incentive Unit | | | $43,565 | | Final Earned Performance Incentive Award Value | | | $315,846 | | Performance Cash Payout Value (50%) | | | $157,923 | | Performance RSUs Payout Value (50%) | | | $157,923 | | Number of Performance RSUs Granted in August 2023(5) | | | 585 |

  26. Performance Incentive Award

    (1)Using the definition of new top 3,000 customer specified above, it was determined that 123 such customers were added during fiscal year 2023. (2)In our consolidated financial statements, we recorded revenues of $5,196.1 million and $7,123.5 million for fiscal year 2022 and fiscal year 2023, respectively. (3)The final weighted score for this performance measure was determined to be zero. In our consolidated financial statements, we recorded a $36.6 million increase in inventory reserve charges between fiscal year 2022 and fiscal year 2023 (4)Based upon the CEO’s evaluation. (5)320 and 265 RSUs were granted on August 24, 2023 and August 25, 2023, respectively, based on the average 60-trading day closing stock price of $269.46 and $269.94, respectively.

  27. Other Equity-Based Incentive Compensation

    Other Equity-Based Incentive Compensation While participants in the FY2023 Performance Program for Other Named Executive Officers are eligible to receive performance-based awards under the Performance Incentive Award portion of such program, such persons also continue to be eligible to receive other equity-based incentive compensation, along with our other named executive officers and other persons eligible for awards under the amended and restated 2020 Equity and Incentive Compensation Plan. In continuing to award other equity-based incentive compensation to participants in the FY2023 Performance Program for Other Named Executive Officers, the Compensation Committee noted that the fiscal year 2022 compensation study described above indicated that the historical level of equity awards made had low retention power, and that equity vehicles that included a mix of both time-based RSUs and PRSUs should be considered. As a result, the Compensation Committee elected to continue its practice of making regular periodic refresh grants of time-based equity incentives of both RSUs and options to the named executive officers participating in the FY2023 Performance Program for Other Named Executive Officers. For such named executive officers participating in the FY2023 Performance Program for Other Named Executive Officers, the Compensation Committee views stock options and other equity-based awards as an important component of the total compensation. We believe that equity-based awards also align the interests of a named executive officer with those of our stockholders. They also provide named executive officers a significant, long-term interest in our success and help retain key named executive officers in a competitive market for executive talent. The amended and restated 2020 Equity and Incentive Compensation Plan authorized the Compensation Committee to grant stock options and other equity-based awards to eligible named executive officers. The number of shares owned by, or subject to equity-based awards held by, each named executive officer is periodically reviewed and additional awards are considered based upon a generalized assessment of past performance, expected future performance and the relative holdings of executive officers. In addition to equity-based awards made in connection with events such as promotions, the Compensation Committee has historically granted refresh equity awards to employees (including executive officers) on a two-year cycle. For fiscal year 2023, in addition to the Performance RSUs discussed above under “- Performance Incentive Award,” the Compensation Committee determined to provide the awards of service-based stock options and RSUs to named executive officers as outlined in the table below.

  28. Other Equity-Based Incentive Compensation

    | Name | Type of Award | Quantity (at Target) of Award | Rationale for Providing the Award | | David Weigand | RSUs(1) | 7,687 | Special grant | | | RSUs(2) | 3,752 | Performance grant | | | RSUs(3) | 1,000 | Recognition grant | | Don Clegg | RSUs(2) | 3,184 | Performance grant | | | RSUs(3) | 1,000 | Recognition grant | | George Kao | RSUs(3) | 1,500 | Recognition grant | | | RSUs(4) | 2,930 | Refresh grant | | | Stock Options(5) | 6,500 | Refresh grant |

  29. Other Equity-Based Incentive Compensation

    (1)As discussed in the Compensation Discussion & Analysis in the prior year proxy statement, during fiscal year 2022, Mr. Weigand received a special award of 30,000 stock options (the “Special Award”) to further incent him as a result of his promotion to Chief Financial Officer in February 2021, at which time no additional equity incentive had been awarded to him. The Committee originally commenced discussion of granting such Special Award in January 2022, but the grant was delayed until April 2022. The Company’s stock price, however, had appreciated significantly during such period. Taking this information into consideration, the Committee, upon the recommendation of the CEO, awarded this special grant of RSUs to Mr. Weigand on August 12, 2022 specifically regarding this difference in Special Award grant timing, which special grant of RSUs has vesting dates generally in line with the vesting dates of the Special Award, vesting at the rate of seven equal quarterly installments with the initial vesting date on November 10, 2022, and the final vesting date will be May 10, 2024. (2)Such RSUs were earned by Messrs. Weigand and Clegg as payouts pursuant to their Performance Incentive Awards under the FY2022 performance program. See the Compensation Discussion & Analysis discussion in the prior year proxy statement for additional information. The RSUs were actually granted on August 29, 2022, and vest at an annual rate of 25% per year commencing July 1, 2023, with the final installment vesting on July 1, 2026. (3)Such grants made on September 15, 2022 were part of a special recognition grant made to a broad set of employees which included Messrs. Weigand, Clegg, and Kao. These grants, consistent with certain prior practices over recent years to these same NEOs in connection with other broad-based special recognition rewards, vested 50% on October 25, 2022 and 50% on March 25, 2023, and were intended to recognize and currently reward the Company’s general assessment of awardees’ recent collective achievement for and contributions to the Company. The CEO made the recommendation on size of grants for the other NEOs to the Committee based on his subjective assessment of their contributions to the Company. For context, Company-wide, an aggregate of 170,365 RSUs were granted in connection with this special recognition grant to approximately 1,321 employees, with awards ranging in sizes up to a maximum of 2,000 units. The average award was for 129 RSUs, and (based upon the recommendation of the CEO) an aggregate of 29 employees received awards of 1,000 RSUs or more. (4)Such RSUs were part of Mr. Kao’s regular periodic refresh grant cycle, and were granted on November 4, 2022. These RSUs generally vest at the rate of 25% of the total number of units on November 10, 2023, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter. See the table above for additional information with respect to this refresh grant. (5)Such stock options were part of Mr. Kao’s regular periodic refresh grant cycle, and were granted on November 4, 2022 with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($76.63). Subject generally to the continued service of Mr. Kao, such stock options vest and become exercisable at the rate of 25% of the shares on November 4, 2023, and then an additional 1/16th of the shares at the end of each successive calendar quarter thereafter. The particular size of the stock option grants to Mr. Kao was determined based upon the recommendation of Mr. Liang, which was reviewed and approved by the Compensation Committee The particular sizes of the RSU grants to each of these named executive officers was determined based upon the recommendation of Mr. Liang, which was reviewed and approved by the Compensation Committee.

  30. Other Benefits

    Other Benefits Health and Welfare Benefits. Our named executive officers receive the same health and welfare benefits as are offered to our other employees, including medical, dental, vision, life, accidental death and dismemberment and disability insurance coverage, flexible spending account participation and holiday pay. The same contribution amounts, percentages and plan design provisions are applicable to all employees. We offer these health and welfare benefits generally to help provide a competitive compensation package to employees to assist with the attraction, hiring and retention of employees. Retirement Program. Our named executive officers may participate in the same tax-qualified, employee-funded 401(k) plan that is offered to all our other employees. We do not maintain a supplemental executive retirement plan, nor do we offer any defined benefit retirement plans or other defined contribution plans to our named executive officers. We offer these retirement program benefits generally to help provide a competitive compensation package to employees to assist with the attraction, hiring and retention of employees. Perquisites. We do not provide perquisites or personal benefits to any of our named executive officers. Employment Arrangements, Severance and Change of Control Benefits. We have not entered into employment agreements with any of our named executive officers. Each of Messrs. Clegg, Kao and Weigand currently has a signed offer letter which provides for at-will employment. Each such offer letter provides for an initial base salary rate, an initial stock option grant and rights to participate in our employee benefit plans as described above. We do not have any written employment arrangements with Mr. Liang. Other than as described in the following sentence, we do not have any arrangements with any of our named executive officers that provide for any severance or other benefits in the event of termination or change of control of our Company. See also - “Fiscal Year 2023 Potential Payments Upon Termination or Change of Control.” The 2021 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company. See “Discussion and Analysis of 2021 CEO Performance Award.” Tax and Accounting Considerations. In our review and establishment of named executive officer compensation programs and payments, we consider, but do not place substantial emphasis on, the anticipated accounting and tax treatment of our compensation programs to us and our named executive officers. Among other factors that receive greater consideration are the net costs to us and our ability to effectively administer executive compensation in the short and long-term interests of stockholders. Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), generally limits a Company’s ability to deduct for tax purposes compensation in excess of $1.0 million paid in any single tax year to certain executive officers (and, since 2018, certain former executive officers). We expect to continue to design and maintain executive compensation arrangements that we believe will attract and retain the executive talent that we need to compete successfully, even if in certain cases such compensation is not deductible for federal income tax purposes. We account for equity compensation paid to our employees in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock-Compensation (“ASC Topic 718”), which requires us to estimate and record expenses for each award of equity compensation over the service period of the award. We intend that our plans, arrangements and agreements will be structured and administered in a manner that complies with (or is exempt from) the requirements of Section 409A of the Code. Participation in, and compensation paid under, our plans, arrangements and agreements may, in certain instances, result in the deferral of compensation that is subject to the requirements of Section 409A. If our plans, arrangements and agreements as administered fail to meet certain requirements under or exemptions from Section 409A, compensation earned thereunder may be subject to immediate taxation and tax penalties.

  31. FISCAL YEAR 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Charles Liang President, Chief Executive Officer and Chairman of the Board | 2023 | 1 | — | — | — | — | — | 1 | | | 2022 | 1 | — | — | — | — | — | 1 | | | 2021 | 421,785 | 3,360 | — | 11,616,000 | 6,057,526(6) | — | 18,098,671 | | David Weigand Senior Vice President, Chief Financial Officer and Chief Compliance Officer | 2023 | 522,151 | 148,568 | 1,021,243 | — | 167,127 | — | 1,859,089 | | | 2022 | 442,601 | 285,050 | 353,404 | 1,074,005 | 48,973 | — | 2,204,033 | | | 2021 | 367,709 | 43,360 | 109,188 | 113,280 | — | — | 633,537 | | Don Clegg Senior Vice President, Worldwide Sales | 2023 | 449,469 | 88,888 | 331,660 | — | 157,923 | — | 1,027,940 | | | 2022 | 398,470 | 221,620 | 183,653 | 98,700 | 166,250 | — | 1,068,693 | | | 2021 | 362,140 | 9,990 | 102,515 | 106,200 | — | — | 580,845 | | George Kao Senior Vice President, Operations | 2023 | 394,813 | 14,362 | 322,566 | 269,815 | — | — | 1,001,556 | | | 2022 | 364,409 | 45,980 | — | — | — | — | 410,389 | | | 2021 | 333,858 | 6,273 | 57,688 | 60,213 | — | — | 458,032 |

  32. Fiscal Year 2023 Grants of Plan-Based Awards

    Fiscal Year 2023 Grants of Plan-Based Awards The following table provides information concerning all plan-based awards granted during fiscal year 2023 to each of our named executive officers, which grants were made under the amended and restated Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan.

  33. FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE

  34. FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Charles Liang | — | — | — | — | — | — | — | — | — | — | | — | | David Weigand | 8/12/2022 | — | — | — | — | — | — | 7,687 | — | — | | 502,038 | | | 1/24/2023 | 9,303 | (2) | — | — | — | — | — | — | — | | — | | | 1/24/2023 | — | — | — | (2) | (2) | (2) | — | — | — | | 193,982 | | | 9/15/2022 | — | — | — | — | — | — | 1,000 | — | — | | 65,360 | | Don Clegg | 1/24/2023 | 20,169 | (2) | — | — | — | — | — | — | — | — | — | | | 1/24/2023 | — | — | — | (2) | (2) | (2) | — | — | — | | 45,776 | | | 9/15/2022 | — | — | — | — | — | — | 1,000 | — | — | | 65,360 | | George Kao | 9/15/2022 | — | — | — | — | — | — | 1,500 | — | — | | 98,040 | | | 11/4/2022 | — | — | — | — | — | — | 2,930 | — | — | | 224,526 | | | 11/4/2022 | — | — | — | — | — | — | — | 6,500 | 76.63 | | 269,815 |

  35. FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Amounts disclosed in this column represent the fair value of the RSU and stock option awards as of the date of grant or award opportunity computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. (2)As further described in CD&A, each of Messrs. Weigand and Clegg received a Performance Incentive Award for fiscal year 2023 payable for Mr. Weigand 20% in cash and 80% in Performance RSUs, and payable for Mr. Clegg 50% in cash and 50% in Performance RSUs, which Performance RSUs will vest over four years from July 1, 2023. Based on the design of the Performance Incentive Award, there was essentially no target or maximum cash amount to be earned, and essentially no target number of Performance RSUs to be earned, but the threshold amount of the award was equal to $46,515 for Mr. Weigand and $40,338 for Mr. Clegg, and the award was capped at a level unlikely to be earned. The cash portions earned by Messrs. Weigand and Clegg are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2023 Summary Compensation Table, and the fair values of the RSU portions disclosed in this table, based on probable outcome, as of January 2023 are included in the “Stock Awards” column of the Fiscal Year 2023 Summary Compensation Table. The actual Performance RSUs earned by Messrs. Weigand and Clegg for their Performance Incentive Awards were granted in early fiscal year 2024, as disclosed in CD&A above. Grants made in fiscal year 2023 are described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement. More information concerning the terms of the employment arrangements, if applicable, in effect with our named executive officers during fiscal year 2023 is provided under the "Employment Arrangements, Severance and Change of Control Benefits" under the “Compensation Discussion and Analysis”.

  36. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information concerning the outstanding equity-based awards as of June 30, 2023, held by our named executive officers.

  37. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

  38. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(14) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(14) | | Charles Liang | 166,750 | — | — | 35.07 | 1/19/2025 | — | — | — | — | | | 130,000 | — | — | 26.95 | 8/2/2027 | — | — | — | — | | | 600,000 | — | 400,000(2) | 45.00 | 3/2/2031 | — | — | — | — | | David Weigand | 16,072 | — | — | 22.10 | 7/31/2028 | — | — | — | — | | | 3,928 | — | — | 22.10 | 7/31/2028 | — | — | — | — | | | 2,475 | 2,000(3) | — | 30.33 | 8/4/2030 | — | — | — | — | | | 3,525 | — | — | 30.33 | 8/4/2030 | — | — | — | — | | | 15,000 | 15,000(4) | — | 53.04 | 5/5/2032 | — | — | — | — | | | 494 | 4,633(5) | — | 53.04 | 5/5/2032 | — | — | — | — | | | 1,881 | 2,492(5) | — | 53.04 | 5/5/2032 | — | — | — | — | | | — | — | — | — | — | 900(6) | 224,325 | — | — | | | — | — | — | — | — | 3,210(7) | 800,093 | — | — | | | — | — | — | — | — | 4,393(8) | 1,094,955 | — | — | | | — | — | — | — | — | 3,752(9) | 935,186 | — | — | | Don Clegg | 2,000 | — | — | 20.54 | 8/3/2026 | — | — | — | — | | | 14,679 | — | — | 22.10 | 7/31/2028 | — | — | — | — | | | 5,321 | — | — | 22.10 | 7/31/2028 | — | — | — | — | | | 2,413 | 1,875(3) | — | 30.33 | 8/4/2030 | — | — | — | — | | | 3,212 | — | — | 30.33 | 8/4/2030 | — | — | — | — | | | 542 | 2,541(5) | — | 53.04 | 5/5/2032 | — | — | — | — | | | 365 | 182(5) | — | 53.04 | 5/5/2032 | — | — | — | — | | | — | — | — | — | — | 845.00(6) | 210,616 | — | — | | | — | — | — | — | — | 1,223(7) | 304,833 | — | — | | | — | — | — | — | — | 3,184(9) | 793,612 | — | — | | George Kao | 14,840 | — | — | 26.95 | 8/2/2027 | — | — | — | — | | | 5,160 | — | — | 26.95 | 8/2/2027 | — | — | — | — | | | 2,972 | — | — | 13.00 | 10/30/2028 | — | — | — | — | | | 2,968 | — | — | 13.00 | 10/30/2028 | — | — | — | — | | | 1,560 | — | — | 20.37 | 3/27/2030 | — | — | — | — | | | 3,381 | 2,029(10) | — | 23.74 | 10/27/2030 | — | — | — | — | | | — | 4,378(11) | — | 76.63 | 11/4/2032 | — | — | — | — | | | — | 2,122(12) | — | 76.63 | 11/4/2032 | — | — | — | — | | | — | — | — | — | — | 912(12) | 227,316 | — | — | | | — | — | — | — | — | 2,930(13) | 730,303 | — | — |

  39. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    (1)Represents the closing stock price per share of our common stock as of June 30, 2023 ($249.25) multiplied by the number of shares underlying RSUs that had not vested as of June 30, 2023. (2)These stock options are performance-based and vest and become exercisable depending upon the degree of satisfaction of both the Stock Price Goals and Revenue Goals discussed above in CD&A. The Stock Price Goals must be achieved on or prior to September 30, 2026 and the Revenue Goals must be achieved on or prior to June 30, 2026. The options vest in tranches of 200,000 shares each only when coordinating Stock Price Goals and Revenue Goals, respectively, of $45.00 sixty-trading-day-average stock price and $4.0 billion in four-consecutive-fiscal-quarter revenue, $60.00 sixty-trading-day-average stock price and $4.8 billion four-consecutive-fiscal-quarter revenue, $75.00 sixty-trading-day-average stock price and $5.8 billion four-consecutive-fiscal-quarter revenue, $95.00 sixty-trading-day-average stock price and $6.8 billion four-consecutive-fiscal-quarter revenue, and $120.00 sixty-trading-day-average stock price and $8.0 billion four-consecutive-fiscal-quarter revenue, are achieved. The smallest amount of these stock options (threshold) that could have been earned based on performance was vested stock options for 200,000 shares for achieving a Stock Price Goal of $45.00 sixty-trading-day-average stock price and a Revenue Goal of $4.0 billion in four-consecutive-fiscal-quarter revenue. However, even if those goals are achieved, if the Company’s stock price had remained at $45.00 per share, based on the $45.00 exercise price for these stock options, there would have been no appreciation value in those stock options for Mr. Liang. For more information about the operation of this award, see “Executive Compensation - Compensation Discussion and Analysis (“CD&A”) – Fiscal Year 2023 CEO Compensation – Discussion and Analysis of 2021 CEO Performance Award” above. (3)These incentive and nonqualified stock options vest at the rate of 25% on May 1, 2021 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 1, 2024. (4)These nonqualified stock options vest at the rate of 1/8th of the shares on the first quarter of the vesting commencement date on August 5, 2022, and 1/8th at the end of each successive calendar quarter thereafter. (5)These incentive and nonqualified stock option vest the rate of 25% on May 5, 2023 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 5, 2026. (6)The RSUs vest at the rate of 25% on May 10, 2021 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2024. (7)The RSUs vest at the rate of 25% on May 10, 2023 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2026. (8)The RSUs vest equally at the rate of 14.3% in seven quarters on November 10, 2022, such that the RSUs will be fully vested on May 10, 2024. (9)The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2023, such that the RSUs will be fully vested on July 1, 2026. (10)These incentive stock options vest at the rate of 25% on October 27, 2021 and 1/16th per quarter thereafter, such that the granted options will be fully vested on October 27, 2024. (11)These incentive and nonqualified stock options vest at the rate of 25% on November 4, 2023 and 1/16th per quarter thereafter, such that the granted options will be fully vested on November 4, 2026. (12)These RSUs vest at the rate of 63% on May 10, 2021 and at a rate of 6% per quarter thereafter, such that the RSUs will be fully vested on November 10, 2024. (13)These RSUs vest at the rate of 25% on November 10, 2023 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 10, 2026. (14)As further described in CD&A, as of the end of fiscal year 2023, each of Messrs. Weigand and Clegg participated in a Performance Incentive Award for fiscal year 2023 payable for Mr. Weigand 20% in cash and 80% in Performance RSUs, and payable for Mr. Clegg 50% in cash and 50% in Performance RSUs, which Performance RSUs will vest over four years from July 1, 2023. Based on the design of the Performance Incentive Award, there was essentially no target number of Performance RSUs to be earned, but the award was capped at a level unlikely to be earned. The actual Performance RSUs earned by Messrs. Weigand and Clegg for their Performance Incentive Awards were granted in early fiscal year 2024, as disclosed in CD&A above, and will appear in this table in subsequent years.

  40. Fiscal Year 2023 Option Exercises and Stock Vested

    Fiscal Year 2023 Option Exercises and Stock Vested The following table sets forth the dollar amounts realized by each of our named executive officers pursuant to the exercise or vesting of equity-based awards during fiscal year 2023.

  41. FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE

  42. FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Charles Liang | 231,260 | 13,472,113 | — | — | | David Weigand | — | — | 6,264 | 650,495 | | Don Clegg | 8,000 | 1,656,171 | 2,252 | 221,527 | | George Kao | — | — | 2,532 | 220,076 |

  43. FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    (1) The value disclosed in this column is based on the difference between the price of our common stock at the time of exercise and the exercise price. (2) The values disclosed in this column are based on the closing price of our common stock on the date of vesting, multiplied by the gross number of shares vested.

  44. Fiscal Year 2023 Pension Benefits and Nonqualified Deferred Compensation

    Fiscal Year 2023 Pension Benefits and Nonqualified Deferred Compensation We do not provide any nonqualified deferred compensation arrangements or pension plans. As such, the Pension Benefits disclosure and Nonqualified Deferred Compensation disclosure for fiscal year 2023 are omitted from this Proxy Statement.

  45. Fiscal Year 2023 Potential Payments Upon Termination or Change of Control

    Fiscal Year 2023 Potential Payments Upon Termination or Change of Control Other than as set forth below or described elsewhere in this Proxy Statement, we do not currently, and did not during fiscal year 2023 have, any arrangements with any of our named executive officers that provide for any additional or enhanced severance or other compensation or benefits in the event of termination or change of control of our Company. Other than with respect to the 2021 CEO Performance Award, the Company’s stock option agreements generally provide for three months of exercise of vested options after termination of service, one year of exercise after disability, and one year of exercise after death. The 2021 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company. See “Discussion and Analysis of 2021 CEO Performance Award.” The final two tranches of 400,000 options under the 2021 CEO Performance Award would have been earned thereunder for a change in control occurring on June 30, 2023 (based on the closing stock price of $249.25 on such date). The exercise price under the 2021 CEO Performance Award is $45.00. As a result, the intrinsic value of these 400,000 options would have been $81.7 million at June 30, 2023.

  46. Fiscal Year 2023 Chief Executive Officer Pay Ratio

    Fiscal Year 2023 Chief Executive Officer Pay Ratio For fiscal year 2023, the ratio of the annual total compensation of Mr. Liang, our Chief Executive Officer (“2023 CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr. Liang (“2023 Median Annual Compensation”), was 0.095 (or ninety-five hundredths) to 1. For purposes of this pay ratio disclosure, 2023 CEO Compensation was determined to be $7,104 which represents the total compensation reported for Mr. Liang under the “Fiscal Year 2023 Summary Compensation Table,” plus the Company’s contribution to certain non-discriminatory group health and welfare benefits provided to Mr. Liang. The 2023 Median Annual Compensation for the identified median employee was determined to be $75,170, also including the Company’s contribution to the same non-discriminatory group health and welfare benefits provided to the median employee. Please see the CD&A above for more information about Mr. Liang’s compensation arrangements in place for fiscal year 2023, which included participation in the 2021 CEO Performance Award. Due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus we believe this pay ratio disclosure is a reasonable estimate. To identify the median employee, we examined our total employee population as of June 30, 2021 (the “Determination Date”). We included all 2,367 full-time, part-time, seasonal and temporary employees of the Company and our consolidated subsidiaries in the U.S. We also included all 1,665 full-time, part-time, seasonal and temporary employees of the Company and our consolidated subsidiaries in The Netherlands and Taiwan. We excluded independent contractors and “leased” workers. We also excluded all our employees in European countries other than The Netherlands, which together represented approximately 1% of our total employees worldwide (4,155 individuals), which countries consisted of France (8 individuals), Germany (13 individuals), Italy (5 individuals), Spain (1 individual) and United Kingdom (15 individuals). We also excluded all our employees in China (46 individuals), Japan (30 individuals), and South Korea (5 individuals), which together represented an additional approximately 2% of our total employees worldwide. Our analysis identified 4,032 individuals who were not excluded. To determine the median of the annual total compensation of all of such employees, other than Mr. Liang, we generally reviewed compensation for the period beginning on July 1, 2020, and ending on the Determination Date. We totaled, for each included employee other than Mr. Liang, base earnings (salary, hourly wages and overtime, as applicable) and cash bonuses paid during the measurement period, plus the Company’s contribution to group health and welfare benefits. We did not use any statistical sampling or cost-of-living adjustments for those purposes. A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year (due to mid-measurement period start dates, disability status or similar factors, etc.). In determining the median employee, we generally annualized the total compensation for such individuals based on reasonable assumptions and estimates relating to our employee compensation program. For temporary employees, we avoided creating full-time equivalencies. In calculating our Chief Executive Officer pay ratio for fiscal year 2023, we did not go through a renewal of the process (described above) of identifying a median employee as was conducted for fiscal year 2021. This is because we believe that there has been no change in our employee population or employee compensation arrangements during fiscal year 2023 that would result in a significant change to our Chief Executive Officer pay ratio disclosure. However, due to a change in the circumstances of the median employee that was identified as of the Determination Date (the “Original Median Employee”), as such Original Median Employee departed from the Company during the course of fiscal year 2022, it was no longer appropriate to use the Original Median Employee for these pay ratio purposes. As a result, for fiscal year 2022, we used another employee whose compensation was substantially similar to the Original Median Employee based on the compensation measures discussed above used to select the Original Median Employee. For fiscal year 2023, we continued to use the same employee identified for fiscal year 2022.

  47. Pay Versus Performance

    Pay Versus Performance As required by new pay versus performance (“PVP”) rules adopted by the SEC in 2022 and in effect for the first time for this Proxy Statement, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for FY2023 for this Proxy Statement’s named executive officers, as well as compensation for FY2022 and FY2021 for our named executive officers from our FY2022 and FY2021 Proxy Statements, respectively (each of FY2021, FY2022 and FY2023, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs.” The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider: –As required by the SEC’s PVP rules, we label the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts do not necessarily reflect “take home pay” or the final compensation that our PVP NEOs actually earned or received for their service in the Covered Years. CAP amounts are calculated in a manner different than information that we have presented in the Proxy Statement before, especially with respect to the valuation of outstanding equity awards; and –As required by the SEC’s PVP rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results, cumulative TSR results for a peer group of companies identified in the PVP Table, and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, these particular External Measures because the External Measures were not metrics used in the compensation programs of the PVP NEOs during the Covered Years. In particular, the index-based peer group used for purposes of this PVP Table disclosure (the Nasdaq Computer Index) is different from the specific group of companies whose compensation data our Compensation Committee considers in connection with our executive compensation process, as described above in our Compensation Discussion and Analysis. Also, we did not design our PVP NEO compensation plan to move in tandem with improving, declining or steady achievement in these required External Measures. Due to the use of revenue as a metric in the 2021 CEO Performance Award in FY2023, we have determined that, pursuant to the SEC’s PVP rules, our total revenue for the prior four fiscal quarter during each fiscal year should be designated as the “Company-Selected Measure” to be included in the far right column of the PVP Table below because we believe it is the most important financial measure that demonstrates how we sought to link executive pay to performance for FY2023.

  48. Pay Versus Performance Table

    Pay Versus Performance Table

  49. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On: | | | | | | Summary | | Average Summary | Average | | Peer Group | | | | | Compensation | Compensation | Compensation | Compensation | Total | Total | Net | Rolling 4 Quarter | | Fiscal | Table Total | Actually Paid | Table Total | Actually Paid | Shareholder | Shareholder | Income | Revenue | | Year | for PEO | to PEO | for non-PEO NEOs | to non-PEO NEOs | Return | Return | ($M) | ($M) | | (a)1 | (b)2 | (c)3 | (d)4 | (e)3 | (f)5 | (g)6 | (h)7 | (i)8 | | 2023 | $1 | $92,123,653 | $1,296,195 | $5,435,046 | $877.95 | $168.27 | $640 | $7,124 | | 2022 | $1 | $3,672,048 | $1,227,705 | $1,076,822 | $142.13 | $122.62 | $285 | $5,196 | | 2021 | $18,098,671 | $20,489,151 | $738,978 | $714,065 | $123.92 | $150.35 | $112 | $3,557 |

  50. Pay Versus Performance Table

    1 Mr. Liang was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For each of FY2023 and FY2022, our non-PEO PVP NEOs (“Non-PEO NEOs”) were Messrs. Weigand, Clegg and Kao. For FY2021, our Non-PEO NEOs were Messrs. Weigand, Clegg, Kao, Alex Hsu and Kevin Bauer (Mr. Hsu served as Senior Vice President, Chief Operating Officer until March 2021, when he transitioned to the role of Senior Chief Executive, Strategic Business, and Mr. Bauer resigned as our Chief Financial Officer in January 2021). 2 The dollar amounts reported in column (b) are the amounts of total compensation reported, without adjustment, for Mr. Liang for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. See “Executive Compensation – Fiscal Year 2023 Summary Compensation Table.” 3 The dollar amounts reported in column (c) and (e) represent the amount of “Compensation Actually Paid” (otherwise known as CAP), as computed in accordance with SEC rules. The following table details how Compensation Actually Paid was determined:

  51. Pay Versus Performance Table

    | | FY2023 | | FY2022 | | FY2021 | | | | PEO ($) | Average for Non-PEO NEO ($) | PEO ($) | Average for Non-PEO NEO ($) | PEO ($) | Average for Non-PEO NEO ($) | | Summary Compensation Table ("SCT") Total | $1 | $1,296,195 | $1 | $1,227,705 | $18,098,671 | $738,978 | | Pension Benefits Changes | $0 | $0 | $0 | $0 | $0 | $0 | | - Grant Date Fair Value of Stock Awards from SCT | ($0) | ($558,490) | ($0) | ($179,019) | ($0) | ($144,471) | | - Grant Date Fair Value of Option Awards from SCT | ($0) | ($89,938) | ($0) | ($390,902) | ($11,616,000) | ($236,357) | | + Covered Year-End Fair Value of Equity Awards Granted in the Covered Year and Unvested as of Covered Year End | $0 | $1,619,698 | $0 | $350,690 | $13,996,642 | $154,836 | | +/- Change in Fair Value of Covered Year-End Outstanding and Unvested Awards Granted in Prior Covered Years | $78,971,740 | $2,496,442 | $3,672,047 | $28,175 | $0 | $73,604 | | +/- Change in Fair Value of Awards Granted in Prior Covered Years and Vested in Covered Year | $13,151,912 | $455,744 | $0 | $40,173 | $9,839 | $99,189 | | + Vesting Date Fair Value of Awards Granted in Covered Year and Vested in Covered Year | $0 | $215,395 | $0 | $0 | $0 | $28,287 | | - Prior Covered Year-End Fair Value of Awards Forfeited During Covered Year | $0 | $0 | $0 | $0 | $0 | $0 | | + Value of Dividend Equivalents Not Already Included in Covered Year CAP | $0 | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $92,123,653 | $5,435,046 | $3,672,048 | $1,076,822 | $20,489,151 | $714,065 |

  52. Pay Versus Performance Table

    4 The dollar amounts reported in column (d) are the average amounts of total compensation reported, without adjustment, for the Non-PEO NEOs for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. See “Executive Compensation – Fiscal Year 2023 Summary Compensation Table” and our Summary Compensation Tables for FY2022 and FY2021, respectively. 5 Our TSR for each Covered Year is determined based on the value of an initial fixed investment of $100 immediately prior to the start of FY2021, including the reinvestment of any dividends. We have not paid any dividends since the start of FY2021. 6 The peer group used to calculate Peer Group TSR in the PVP Table is the Nasdaq Computer Index. TSR is based on the value of an initial fixed investment of $100 immediately prior to the start of FY2021, including the re-investment of any dividends. 7 These net income results were calculated in accordance with U.S. GAAP. 8 For purposes of this PVP Table, our Revenue results represent our total revenue for the prior four fiscal quarter during each fiscal year and were calculated substantially as described above in our Compensation Discussion and Analysis, including how such measure is calculated from our audited financial statements. See “Executive Compensation - Compensation Discussion and Analysis (“CD&A”) – Fiscal Year 2023 CEO Compensation – Discussion and Analysis of 2021 CEO Performance Award” for more information on the calculations.

  53. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  54. 2023 Director Compensation

    2023 Director Compensation Under our director compensation policy, we reimburse non-employee directors for reasonable expenses in connection with attendance at Board and committee meetings. Charles Liang and Sara Liu, who are employees and also serve as directors, do not receive any additional compensation from us specifically for their service as directors. For their service during fiscal year 2023, our non-employee directors received an annual retainer of $60,000, payable quarterly in cash. In addition, the Chairperson of our Audit Committee received an additional annual retainer of $30,000 and the Chairperson of each of our Compensation Committee and our Governance Committee received an additional annual retainer of $20,000 and $15,000, respectively, in each case payable quarterly in cash. Each director serving in a non-chairperson capacity on our Audit Committee received an additional annual retainer of $15,000, each director serving in a non-chairperson capacity on our Compensation Committee received an additional annual retainer of $10,000 and each director serving in a non-chairperson capacity on our Governance Committee received an additional annual retainer of $7,500, in each case payable quarterly in cash. Finally, non-employee directors were entitled to $2,000 per meeting for each meeting attended in excess of (1) the regular meetings of the Board and (2) up to 10 additional meetings beyond such regular meetings, provided that notice of the meeting was properly given, a quorum was present, and the meeting was recorded (“Excess Meetings”). During fiscal year 2023, each of Messrs. Fairfax and Liu attended eight Excess Meetings, Mr. Tuan attended two Excess Meetings, and Mr. Chan attended one Excess Meeting. Each of Ms. Lin and Mr. Blair did not attend any Excess Meetings during fiscal year 2023. Our director compensation policy also provides for annual RSU grants to the non-employee directors with a value equal to $220,000, with the ultimate number of RSUs granted based on our closing stock price on the date of grant. For fiscal year 2023, we made such grants for non-employee director service under the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan on August 2, 2022, to such persons serving on such date, which grants had a vesting date of June 30, 2023. Mr. Robert Blair was appointed as a non-employee director on December 19, 2022. In connection with his appointment, Mr. Blair received during fiscal year 2023 a pro-rated portion of the annual non-employee director retainer and, on February 3, 2023, an RSU grant with a value equal to a pro-rated portion of $220,000 from the date of his appointment with a vesting date of June 30, 2023. The following table shows for fiscal year 2023 certain information with respect to the compensation of all of our non-employee directors who served in such capacities during fiscal year 2023:

  55. FISCAL YEAR 2023 DIRECTOR COMPENSATION

    FISCAL YEAR 2023 DIRECTOR COMPENSATION

  56. FISCAL YEAR 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | Daniel Fairfax | 97,821 | 219,979 | — | 317,800 | | Judy Lin | 67,500 | 219,979 | — | 287,479 | | Robert Blair(1) | 32,120 | 116,895 | — | 149,015 | | Sherman Tuan | 91,500 | 219,979 | — | 311,479 | | Shiu Leung (Fred) Chan | 92,000 | 219,979 | — | 311,979 | | Tally Liu | 116,000 | 219,979 | — | 335,979 |

  57. FISCAL YEAR 2023 DIRECTOR COMPENSATION

    (1)Mr. Robert Blair was appointed to the Board in December 2022. (2)This column consists of annual director fees, non-employee committee chairman fees, and other committee member fees, in each case earned for fiscal year 2023. (3)The dollar amounts in this column represent the aggregate grant date fair values of the RSU awards granted during fiscal year 2023 calculated in accordance with ASC Topic 718. Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Item II, Part 8, Note 10, “Stock-based Compensation and Stockholders’ Equity” to our consolidated financial statements for fiscal year 2023 included in our Annual Report. Each grant of 3,917 RSUs to each of the directors other than Mr. Blair had a grant date fair value of $56.16 per share, and Mr. Blair's grant of 1,386 RSUs had a grant date fair value of $84.34 per share. The table below sets forth the aggregate number of shares underlying stock and option awards held by our non-employee directors as of June 30, 2023.

  58. FISCAL YEAR 2023 DIRECTOR COMPENSATION

    | Name | Stock Awards (1) | Option Awards | | Daniel Fairfax | — | — | | Judy Lin | — | — | | Robert Blair | — | — | | Sherman Tuan | — | 2,500 | | Shiu Leung (Fred) Chan | — | — | | Tally Liu | — | — |

  59. FISCAL YEAR 2023 DIRECTOR COMPENSATION

    (1)For fiscal year 2023, we made grants for non-employee director service under the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan on August 2, 2022, to such persons serving on such date, which grants had a vesting date of June 30, 2023. For Mr. Robert Blair who was appointed as a non-employee director in December 2022, we made a pro-rated grant for his non-employee director service under the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan on February 3, 2023, which grant also had a vesting date of June 30, 2023. All such awards granted to the non-employee directors vested on June 30, 2023. As a result, because all such awards had vested, there are no shares underlying stock awards for such persons as of June 30, 2023.

  60. New Director Compensation Policy

    New Director Compensation Policy In August 2023, our Compensation Committee recommended to our Board, and our Board adopted a new director compensation policy for FY2024 (the “New Director Compensation Policy”). Similar to the prior policy, under the New Director Compensation Policy, we reimburse non-employee directors for reasonable expenses in connection with attendance at Board and committee meetings. Also similar to the prior policy, Charles Liang and Sara Liu, who are employees and also serve as directors, will not receive any additional compensation from us specifically for their service as directors. Under the New Director Compensation Policy, for their service during a fiscal year, non-employee directors receive an annual retainer of $60,000, payable quarterly in cash. In addition, the Chairperson of the Audit Committee receives an additional annual retainer of $30,000 and the Chairperson of each of the Compensation Committee and the Governance Committee receives an additional annual retainer of $20,000 and $15,000, respectively, in each case payable quarterly in cash. Each director serving in a non-chairperson capacity on the Audit Committee receives an additional annual retainer of $15,000, each director serving in a non-chairperson capacity on the Compensation Committee receives an additional annual retainer of $10,000 and each director serving in a non-chairperson capacity on the Governance Committee receives an additional annual retainer of $7,500, in each case payable quarterly in cash. Finally, non-employee directors are entitled to $2,000 per meeting for each meeting attended in excess of (1) the regular meetings of the Board and (2) up to 10 additional meetings beyond such regular meetings, provided that notice of the meeting was properly given, a quorum was present, and the meeting was recorded (“Excess Meetings”). For their service during a fiscal year, non-employee directors also receive an annual equity grant with a value equal to $255,000 (the “Award Value”), with the ultimate number of equity awards granted based on the sixty-trading day average stock price immediately prior to the date of grant (the “Grant Date Stock Price”). Prior to the grant date of such award, non-employee directors during an open trading window period may elect (the “Election”) to receive such equity awards in the form of RSUs (the “RSU Election Percentage”) or stock options (the “Option Election Percentage”). Directors may choose to receive the award value as 100% RSUs, 50% RSUs and 50% Options, or 100% Options. –In the event of an RSU election, the number of RSUs to be granted shall be determined by multiplying the Award Value by the RSU Election Percentage, then dividing that amount by the Grant Date Stock Price (with such quotient rounded down), and such RSUs shall have a vesting date of the last day of the fiscal year for which service was provided; provided, however, that in the event service by such director shall end prior to such date, a pro rata number of such RSUs shall vest based upon the length of service from the first day on which service commenced in such fiscal year until the last day of service by such director in such fiscal year. –In the event of an Option election, the number of stock options to be granted shall be determined by multiplying the Award Value by the Option Election Percentage, then dividing that amount by the Black-Scholes value of the award calculated based on the closing stock price on the day of grant (with such quotient rounded down). The exercise price of such stock options shall be the closing stock price on the day of grant, the stock options shall have a vesting date of the last day of the fiscal year for which service was provided, and the term of the stock options awarded shall be five years from the date of grant; provided, however, that in the event service by such director shall end prior to such date, (i) a pro rata number of such stock options shall vest based upon the length of service from the first day on which service commenced in such fiscal year until the last day of service by such director in such fiscal year and (ii) vested stock options shall remain exercisable at any time prior to the expiration of one year after the date of termination of service (but in any event no later than the expiration date of such stock options). Non-employee directors who have not made any Election shall be deemed to have elected an RSU Election Percentage of 100%. In addition, newly appointed non-employee directors shall receive their initial equity award in the form of RSUs based upon an RSU Election Percentage of 100%. Once a non-employee director shall have made an Election, such Election shall be deemed to apply to all future equity grants unless such director shall have notified the Company during an open trading window period of a different Election.