DEF 14A of Super Micro Computer, Inc., Apr 24, 2025

DEF 14A of Super Micro Computer, Inc.

Filed Apr 24, 2025 · FY20240001375365-25-000009

Open on EDGAR

  1. ELECTION OF CLASS III DIRECTORS

    ELECTION OF CLASS III 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 ten. There are currently ten directors. Our Amended and Restated Certificate of Incorporation, as amended, 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 III directors will expire. The Board’s nominees for the two Class III directors are Robert Blair and Susan Mogensen (here in referred to as Susie Giordano). Mr. Daniel Fairfax, a current Class III director, will serve the remainder of his term, which will expire at the Annual Meeting. Mr. Blair and Ms. Giordano have agreed to serve, if elected, and the Board has no reason to believe they will be unable to serve. The Board recommends that stockholders vote in favor of each of Mr. Blair and Ms. Giordano. The Board thanks Mr. Fairfax for his many contributions and his valuable insight to the Board. As a result of the foregoing, the Board has approved resolutions reducing the number of directors on the Board from ten to nine with such change to be effective immediately following the Annual Meeting. Proxies may not be voted for more than two Class III directors. Assuming a quorum is present, the two 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 III directors. There are no other nominees for Class III 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 III 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 Annual 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 (67) | I | Annual General Meeting following fiscal year 2025 | | | | | Sherman Tuan (71) | I | Annual General Meeting following fiscal year 2025 | | Member | Member | | Tally Liu (74) | I | Annual General Meeting following fiscal year 2025 | Chair | Member | | | Scott Angel (66) | II | Annual General Meeting following fiscal year 2026 | Member | | | | Judy Lin (72) | II | Annual General Meeting following fiscal year 2026 | | | Chair | | Sara Liu (63) | II | Annual General Meeting following fiscal year 2026 | | | | | Yih-Shyan (Wally) Liaw (70) | II | Annual General Meeting following fiscal year 2026 | | | | | Robert Blair (77) | III | Director Nominee; If elected, Annual General Meeting following fiscal year 2027 | Member | | Member | | Susan Mogensen (Susie Giordano) (55) | III | Director Nominee; If elected, Annual General Meeting following fiscal year 2027 | | Chair | |

  6. Composition of the Board

    ______________________ (1)Ages are as of March 31, 2025. Daniel Fairfax, who served as a Class III director throughout fiscal year 2024 was not nominated for reelection and will serve the remainder of his term of office, which expires at the Annual Meeting.

  7. Class III Directors - Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2027

    Class III Directors - Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2027 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. Susan Mogensen (Susie Giordano) has been a member of our Board since August 2024. Ms. Giordano is the Chief Legal Officer of Lime, which position she has held since September 2024. Ms. Giordano has over 25 years of experience advising executive management and boards of directors on a wide range of topics, including strategy, litigation, compliance, regulatory matters, corporate governance, ESG, executive compensation, financial reporting, crisis management, cybersecurity, human capital management, investor relations, M&A, securities, shareholder engagement, and treasury matters. Previously, she worked at Intel for approximately 11 years where she served most recently as general counsel (interim). At Intel, Ms. Giordano also held roles as vice president and managing director of Intel Capital where she provided primary legal support to the president of Intel Capital, Intel’s global investment organization that makes equity investments and handles acquisitions, divestitures and other strategic transactions. She had joined Intel Capital in 2011 as M&A counsel. Before joining Intel, Ms. Giordano spent three years as president and CEO at Deal Fusion, an M&A legal consulting firm, and five years at Sun Microsystems including as director of M&A and strategic investments. Earlier in her career she was an attorney with law firms Gunderson Dettmer and Brobeck Phleger & Harrison. Ms. Giordano also previously served as general counsel at Aeris IoT SaaS. She has a juris doctorate from the University of San Francisco, School of Law and a Bachelor of Arts in political science from California Polytechnic State University, San Luis Obispo. Our Governance Committee concluded that Ms. Giordano should serve on the Board based on her skills, experience and qualifications in business and corporate law, her legal expertise and her familiarity with technology business.

  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 Scott Angel has been a member of our Board since March 2025. Mr. Angel spent over 37 years in the audit and assurance practice at Deloitte & Touche LLP (“Deloitte”) including 25 years as an audit partner in Silicon Valley. He focused on serving clients in the technology industry and led the semiconductor industry practice from 1993 until his retirement in December 2017. During his career at Deloitte, he served a wide range of public and private technology companies and has experience working on risk and compliance issues. Mr. Angel is a CPA (inactive status) and a member of the AICPA. He received his Bachelor of Arts in Business Administration degree from the University of Washington. Our Governance Committee concluded that Mr. Angel should serve on the Board based on his financial literacy, his experience in auditing financing statements and internal controls, and his familiarity with technology businesses. 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 Supermicro 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 Supermicro in September 1993 and was reappointed to our Board in December 2023. 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. His resignation followed the completion of an Audit Committee investigation, and was 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. In January 2024, Mr. Liaw was re-elected to a full three-year term on our Board. 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 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 Supermicro 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 to 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.

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

    Compensation Philosophy and Objectives—Continuing Improvement of Performance-Based Compensation Arrangements Since our fiscal year ended June 30, 2021 (“fiscal year 2021”), our executive compensation philosophy has been to steadily link a greater portion of NEO total compensation to corporate performance and stock price performance, using components such as performance-based RSUs (“PRSUs”) and performance-based stock options, and to reduce the portion of NEO total compensation attributable to fixed compensation components (such as base salary paid in cash (“Base Salary”), fixed bonus component payable in semi-monthly installments in the form of cash and based upon a percentage of Base Salary (“Fixed Bonus”), and stock options and RSUs that vest based only on continued employment with the Company). During fiscal year 2024, such efforts continued. For our CEO, as described further below, we granted a new performance-based option (at an exercise price that was approximately 53% above the market price at the time of grant), as we correctly anticipated that his existing performance-based option would fully vest during the course of fiscal year 2024. With respect to our NEOs besides our CEO (the “Other NEOs”), our efforts also included placing an additional NEO, Mr. George Kao, on a performance-based plan with defined performance metrics (“key performance indicators” or “KPIs”) similar to the plans which we had implemented for Mr. Weigand and Mr. Clegg since the fiscal year ended June 30, 2022 (“fiscal year 2022”). As a result, for fiscal year 2024, each of our Other NEOs (Mr. Weigand, Mr. Clegg, and Mr. Kao) had a performance program (the “FY2024 Performance Program for Other NEOs”) as described further below. Our efforts to link pay to performance also included refining the KPIs and their weightings in order to more closely align this element of their compensation to our corporate performance. Each FY2024 Performance Program for Other NEOs was adopted by our Compensation Committee in January 2024. See “FY2024 Performance Program for Other NEOs” below for more specific information about the design and operation of this incentive compensation program for each of Messrs. Weigand, Clegg and Kao for fiscal year 2024. With respect to our CEO, Mr. Liang, fiscal year 2024 was the third year of evaluating and monitoring the results of performance-based stock option we granted to him in fiscal year 2021 (the “2021 CEO Performance Award”). Since the adoption of the 2021 CEO Performance Award, Mr. Liang’s compensation has been almost completely performance based. In connection with the 2021 CEO Performance Award, Mr. Liang’s Base Salary was reduced to $1 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. As described further below, the 2021 CEO Performance Award permits Mr. Liang to purchase up to 10,000,000 shares of our common stock at an exercise price of $4.50 per share (which price was 32% higher than the market price of our common stock on the date of the award ($3.41)), if certain stock price and revenue goals are achieved. This stock option consists of five tranches vesting only if the market price of our common stock reached various prices (ranging from $4.50 to $12.00 per share) and we achieved certain specified revenue goals (from $4 billion to $8 billion in revenue for any four consecutive fiscal quarters). At the beginning of fiscal year 2024, four of the five tranches under Mr. Liang’s FY2021 CEO Performance Award (amounting to 8,000,000 of the 10,000,000 shares subject to the option) had already vested. Only the final tranche of such award, consisting of the remaining 2,000,000 of the original 10,000,000 shares subject to the option under the 2021 CEO Performance Award, remained unearned. Furthermore, one of the two performance goals necessary for the vesting of the final tranche (specifically, the stock price goal of $12.00 per share) had also already been achieved during fiscal year 2023. As of the beginning of fiscal year 2024, the only remaining goal under the 2021 CEO Performance Award for full vesting was the fifth and final revenue goal of $8.0 billion over any four consecutive fiscal quarters. This last revenue goal was achieved at the end of the second quarter of fiscal year 2024, resulting in the vesting of the final 2,000,000 shares subject to the option under the 2021 CEO Performance Award. Given the progression of achievement under the 2021 CEO Performance Award, and in order to continue to motivate and incentivize Mr. Liang as our CEO, the Compensation Committee during the second quarter of fiscal year 2024 began consideration of another performance-based compensation arrangement for Mr. Liang. After consideration, the Compensation Committee believed that, given the increase in stockholder value following the issuance of the 2021 CEO Performance Award, it was in the best interests of the Company and its stockholders to grant to Mr. Liang a new long-term performance-based option award (the “2023 CEO Performance Award”) very similar in structure to the 2021 CEO Performance Award, but for fewer shares and with different quantitative goals. The 2023 CEO Performance Award permits Mr. Liang to purchase up to 5,000,000 shares of our common stock at an exercise price of $45.00 per share (which price represented a premium of approximately 53% to the closing stock price reported on NASDAQ on the date of grant), and is comprised of five tranches that vest only if the market price of our common stock reaches various prices (ranging from $45.00 to $110.00 per share) and the Company achieves certain specified revenue goals (ranging from $13 billion to $21 billion over any four consecutive quarters). The 2023 CEO Performance Award was granted to Mr. Liang in November 2023. See “Discussion and Analysis of 2023 CEO Performance Award” for additional discussion with respect to the 2023 CEO Performance Award and the achievement of the various goals thereunder. In connection with the 2023 CEO Performance Award, it was agreed that Mr. Liang would continue to receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement) and no cash bonuses through the earlier of (1) the date all of the tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029. Previously, such restriction period ran through just June 30, 2026. Similar to the 2021 CEO Performance Award, Mr. Liang must also remain as the Company’s CEO (or such other position with the Company as Mr. Liang and the Board may agree) at the time each goal is met in order for the corresponding tranche to vest. This helps ensure Mr. Liang’s active leadership of the Company over the long term.

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

    In summary, since the latter part of fiscal year 2021 and for each of fiscal years 2022, 2023, and 2024, almost all of Mr. Liang’s compensation has been based only upon achieving the revenue goals and common stock price targets under his 2021 CEO Performance Award or his 2023 CEO Performance Award. To fully achieve the performance goals of the 2023 CEO Performance Award, our revenue must continue to increase to $21 billion over a rolling four-quarter period (from $7.1 billion for fiscal year 2023, which was the last full fiscal year before the award). Based upon the 60-trading-day average stock price of our common stock since the issuance of the 2023 CEO Performance Award, four of the five stock price goals under the 2023 CEO Performance Award (specifically, goals of $45, $60, $75, and $90 per share were achieved during fiscal year 2024), and only the stock price goal of $110 per share remains to be achieved. Based upon revenues for the prior four quarters as of June 30, 2024 of $14.9 billion reflected in the financial statements in the Annual Report for the fiscal year 2024, the $13.0 billion revenue goal was achieved. On February 27, 2025, the Compensation Committee certified the achievement of this revenue goal and approved the vesting of the first tranche under the 2023 CEO Performance Award, representing 1,000,000 of the 5,000,000 shares subject to such option. On April 22, 2025, the Compensation Committee certified the achievement of the revenue goals of $15 billion, $17 billion, and $19 billion and approved the vesting of the second, third, and fourth tranches under the 2023 CEO Performance Award, representing 3,000,000 of the 5,000,000 shares subject to such option.

  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 2024, the Compensation Committee was comprised of two non-employee directors, although during the period from July 1, 2023 through March 11, 2024, the Compensation Committee was comprised of three non-employee directors until the resignation of Mr. Shiu-Leung (Fred) Chan as a director on such date. All of the directors who served on the Compensation Committee during fiscal year 2024 were independent pursuant to the applicable listing rules of NASDAQ and non-employee directors for purposes of 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 members of our legal team. Committee meetings are regularly attended by our Chief Financial Officer and members of our legal team. However, during the meetings, our Chief Financial Officer does not participate in the consideration of his 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 members of our legal team 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 NEO’s role and performance, and structuring our compensation programs for fiscal year 2024, the Compensation Committee (among other things) (1) reviewed recommendations of our CEO, (2) considered publicly available peer group compensation data, and (3) considered compensation data assembled for the Compensation Committee by Aon, the independent advisor to the Compensation Committee, from a sample of public companies selected by us, with input on the selection of this sample from Aon. For fiscal year 2024, the peer group selected consisted of the following 18 companies (the “FY2024 Peer Group”):

  13. Process Overview

    The prior peer group, which was developed for fiscal year 2022 (the “FY2022 Peer Group”), consisted of 16 companies. Companies selected for each of the FY2024 Peer Group and the FY2022 Peer Group include five companies: Ciena, F5, Juniper Networks, NetApp, and Pure Storage. Companies added to the FY2024 Peer Group which were not in the FY2022 Peer Group include 13 companies: Akamai Technologies, Gen Digital, Keysight Technologies, Marvell Technology, Microchip Technology, ON Semiconductor, Seagate Technology, Splunk, Teledyne Technology, Toast, Trimble, Twillion, and Zebra Technologies. Companies which are not included in the FY2024 Peer Group but which were in the FY2022 Peer Group include 11 companies: Benchmark Electronics, Inc., Diebold Nixdorf, Inc., Extreme Networks, Inc. Infinera Corporation, Lumentum Holdings Inc., NETGEAR, Inc., Plexus Corp., Teradata Corporation, TTM Technologies, Inc., Viasat, Inc., and Vishay Intertechnology, Inc. Factors utilized by the Compensation Committee in evaluating peer companies for the FY2024 Peer Group generally included consideration of their prior fiscal year number of employees (the “Employee Data”); trailing 12 month revenue, year-over-year revenue growth, operating income, and net income (the “Financial Data”); market data such as 30 day average stock price, 20 day average market capitalization, and market capitalization as a multiple of revenue (the “Market Data”); and recent total shareholder return metrics on both a 1 year basis and 3 year compounded annual growth rate basis (the “TSR Data”). The Compensation Committee believed that due to significant changes and growth of the Company between fiscal year 2022 and fiscal year 2024 in each of the relevant factors of Employee Data, Financial Data, Market Data, and TSR Data, a significant change in the peer group composition between fiscal year 2022 and fiscal year 2024, as well as an increase in the size of the peer group utilized, was necessary, appropriate, and warranted. The Compensation Committee utilized for fiscal year 2024 the independent consultant report developed in July 2023. Recognizing that over-reliance on external comparisons can be of concern, the Compensation Committee used external comparisons as only one point of reference and was mindful of the value and limitations of comparative data. Before receiving Aon’s information and assistance in fiscal year 2024, the Compensation Committee assessed the independence of Aon in the light of all relevant factors, including additional services and other factors required by the SEC, that could give rise to a potential conflict of interest with respect to Aon. In connection with this review and assessment, and based on an independence letter provided by Aon in June 2023, the Compensation Committee noted that Aon had provided commercial risk insurance brokerage services to us for fiscal year 2022, for a fee of approximately $358,000. Aon’s fees charged to us for director and executive compensation services to us for fiscal year 2024 were approximately $102,000. The Compensation Committee considered such additionally provided services when evaluating Aon’s independence and potential conflicts of interest raised by Aon’s work and indicated it would take such services and fees under advisement in connection with its overall consideration of the advice provided by Aon with respect to executive officer compensation. However, the Compensation Committee did not identify any conflicts of interest raised by the work performed by Aon for fiscal year 2024. For fiscal year 2024, the decision to engage Aon for these other services was made by management, and the Compensation Committee did not approve such other services provided by Aon.

  14. Key Fiscal Year 2024 Executive Compensation Decisions and Actions

    •The prior year’s performance program for Other NEOs utilized a subjective Individual Performance Evaluation KPI, which was evaluated by the CEO. For the FY2024 Performance Program for Other NEOs, the Compensation Committee re-characterized the Individual Performance Evaluation KPI as a compensation adjustment factor (the “Compensation Adjustment Factor”). While the Compensation Adjustment Factor is (similar to fiscal year 2023) subjective and evaluated by the CEO, the intention is for the CEO to not only consider subjective performance of each of the individual executives for this factor, but also for the CEO to have discretion to consider other external criteria in determining the applicable result, including circumstances compared to expectations, and make adjustments accordingly either up or down. The Compensation Committee has noted that in recent fiscal years, the Company’s stock price has been highly volatile with respect to certain of the KPIs. For example: on June 30, 2023 (the last day of fiscal year 2023), our closing stock price was $24.93; on January 21, 2024, which was the date the Compensation Committee approved the FY2024 Performance Program for Other NEOs, our closing stock price was $45.74; during the course of fiscal year 2024, our closing stock price reached a high of $118.80 on March 28, 2024; and our closing stock price on June 28, 2024 (the last business day of fiscal year 2024) was $81.94. The Compensation Committee believed that, in light of such volatility, the CEO should have discretion (on behalf of the Compensation Committee) to select a lower (or higher) result for this factor to manage overall compensation for the Other NEOs, rather than having such factor based solely upon individual performance evaluations. As a result, this factor has been re-characterized as a Compensation Adjustment Factor. •Based on effective base salaries and the Compensation Committee’s review and certification of actual performance (as described further below) under the FY2024 Performance Program for Other NEOs for fiscal year 2024: ◦Mr. Weigand received a Fixed Bonus amount of $162,152 paid in semi-monthly installments during fiscal year 2024, and based on performance against fiscal year 2024 goals earned a cash payment of $110,060 and earned an aggregate grant of $440,239 in RSUs that were granted on February 27, 2025. These RSUs generally vest in annual installments over four years from July 1, 2024; ◦Mr. Clegg received a Fixed Bonus amount of $89,744 paid in semi-monthly installments during fiscal year 2024, and based on performance against fiscal year 2024 goals earned a cash payment of $277,510 and earned an aggregate grant of $277,510 in RSUs that were granted on February 27, 2025. These RSUs generally vest in annual installments over four years from July 1, 2024; and ◦Mr. Kao received a Fixed Bonus amount of $49,398 paid in semi-monthly installments during fiscal year 2024, and based on performance against fiscal year 2024 goals earned a cash payment of $88,751 and earned an aggregate grant of $88,751 in RSUs that were granted on February 27, 2025. These RSUs generally vest in annual installments over four years from July 1, 2024. •Base salaries for the Other NEOs were also adjusted during fiscal year 2024 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 compensation study for fiscal year 2024 which indicated that base salaries for each of Mr. Weigand and Mr. Clegg (prior to the increases) were significantly below the 25th percentile in the market. The compensation study, which was prepared in July 2023, did not include Mr. Kao. With the adjustments made during fiscal year 2024, the base salaries for each of Mr. Weigand and Mr. Clegg were generally only slightly below or at the 25th percentile in the market according to such study; and ◦Consideration of the continued inflationary market conditions in fiscal year 2024. •Fiscal year 2024 was the third 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 years 2022 and 2023, four of the five tranches under the 2021 CEO Performance Award (representing 8,000,000 shares subject to the option) were earned. During fiscal year 2024, the Compensation Committee continued to closely monitor 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 2024, 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 2024, the fifth and final tranche under the 2021 CEO Performance Award (representing the final 2,000,000 shares subject to the option) was earned. More specifically: ◦The Company’s annualized revenue exceeded $8.0 billion (representing the fifth and final revenue goal under the 2021 CEO Performance Award) for the four quarters ended December 31, 2023. The trailing 60-trading-day average of closing prices of the Company’s Common Stock had reached $12.00 (representing the fifth and final stock price goal under the 2021 CEO Performance Award) during the prior fiscal year on May 30, 2023. Based upon the matching of the relevant revenue goal with the corresponding stock price goal, the Compensation Committee certified the vesting of the fifth and final 2,000,000 shares subject to the 2021 CEO Performance Award on February 12, 2024; •Given the progression of achievement under the 2021 CEO Performance Award, and in order to continue to motivate and incentivize Mr. Liang as our CEO, the Compensation Committee during the second quarter of fiscal year 2024 began consideration of another performance-based compensation arrangement for Mr. Liang. After consideration, the Compensation Committee believed that, given the increase in stockholder value following the issuance of the 2021 CEO Performance Award, it was in the best interests of the Company and its stockholders to grant to Mr. Liang a new long-term performance-based option award, which was the 2023 CEO Performance Award. The 2023 CEO Performance award is very similar in structure to the 2021 CEO Performance Award, but with new and even more challenging revenue and stock price goals. The 2023 CEO Performance Award was granted to Mr. Liang in November 2023. See “Discussion and Analysis of 2023 CEO Performance Award” for additional discussion with respect to the 2023 CEO Performance Award and the various goals thereunder. In connection with the 2023 CEO Performance Award, it was agreed that Mr. Liang would continue to receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement if deemed advisable) and no cash bonuses through the earlier of (1) the date all of the tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029. Previously, such restriction period ran through just June 30, 2026. Similar to the 2021 CEO Performance Award, Mr. Liang must also remain as the Company’s CEO (or such other position with the Company as Mr. Liang and the Board may agree) at the time each goal is met in order for the corresponding tranche to vest. This helps ensure Mr. Liang’s active leadership of the Company over the long term.

  15. Key Fiscal Year 2024 Executive Compensation Decisions and Actions

    •During the course of fiscal year 2024, as discussed further below, four of the five stock price goals under the 2023 CEO Performance Award were achieved. As of the end of fiscal year 2024, none of the revenue goals under the 2023 CEO Performance Award had been certified by the Compensation Committee as having been achieved, so none of the tranches under the 2023 CEO Performance Award had been earned. However, based upon revenues for the fiscal year 2024 of $14.99 billion reflected in the financial statements attached to the Annual Report, the $13.0 billion revenue goal had been achieved. On February 27, 2025, the Compensation Committee certified the achievement of the first revenue goal and approved the vesting of the first tranche under the 2023 CEO Performance Award, representing 1,000,000 of the 5,000,000 shares subject to such option. On April 22, 2025, the Compensation Committee certified the achievement of the revenue goals of $15 billion, $17 billion, and $19 billion and approved the vesting of the second, third, and fourth tranches under the 2023 CEO Performance Award, representing 3,000,000 of the 5,000,000 shares subject to the option. 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 2023 CEO Performance Award. ◦The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $45.00 (representing the first stock price goal under the 2023 CEO Performance Award) based upon the stock price from November 29, 2023 through February 26, 2024. The Compensation Committee certified such achievement on March 2, 2024; ◦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 2023 CEO Performance Award) based upon the stock price from December 15, 2023 through March 13, 2024. The Compensation Committee certified such achievement on April 1, 2024; ◦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 2023 CEO Performance Award) based upon the stock price from January 4, 2024 through April 1, 2024. The Compensation Committee certified such achievement on April 1, 2024; and ◦The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $90.00 (representing the fourth stock price goal under the 2023 CEO Performance Award) based upon the stock price from January 31, 2024 through April 25, 2024. The Compensation Committee certified such achievement on May 5, 2024.

  16. Fixed Bonus Component

    Fixed Bonus Component Under the FY2024 Performance Program for Other NEOs, each of Mr. Weigand, Mr. Clegg and Mr. Kao is entitled to 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 Compensation Committee included the Fixed Bonus as a part of the FY2024 Performance Program for Other NEOs for their continued achievements and contributions to the Company, and in recognition that the base salaries of each of Mr. Weigand and Mr. Clegg are generally slightly below or at the 25th percentile in the market according to the FY2024 Compensation Study. The Compensation Study did not include Mr. Kao. The Fixed Bonus percentage of Base Salary for fiscal year 2023 was 30% for Mr. Weigand and 20% for Mr. Clegg, which percentages remained unchanged between fiscal year 2023 and fiscal year 2024 for such NEOs. As discussed above, given that fiscal year 2024 was the first year that Mr. Kao was included in such a performance program, the Compensation Committee decided to provide discretion to the CEO to set a Fixed Bonus component for Mr. Kao within a range of 16% to 35% of his Base Salary for fiscal year 2024. In exercising his discretion, the CEO set Mr. Kao’s Fixed Bonus component at the lower end of the range at 16% of his Base Salary for fiscal year 2024 to align such amount more closely to the bonus amount Mr. Kao received in the prior fiscal year when he did not have a performance program, and plans to re-evaluate such level in future years. The Compensation Committee decided to retain the Fixed Bonus component for the FY2024 Performance Program for Other NEOs because the Committee believed the aggregate total cash compensation for Mr. Weigand and Mr. Clegg, which equals the sum of (i) their base salaries effective on October 1, 2023, (ii) the amount of cash earned under the Fixed Bonus percentages, and (iii) the amount of cash 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 FY2024 Compensation Study. The FY2024 Compensation Study did not include Mr. Kao, but the Committee chose to provide Mr. Kao with a Fixed Bonus component to equate his compensation elements with those of Mr. Weigand and Mr. Clegg. The following table sets forth the total amount of Fixed Bonus received by such persons for fiscal year 2024:

  17. Fixed Bonus Component

    | Name | Principal Position During Fiscal Year 2024 | Fiscal Year 2024 Fixed Bonus Received | | David Weigand | Senior Vice President, Chief Financial Officer and Chief Compliance Officer | $162,152(1) | | Don Clegg | Senior Vice President, Worldwide Sales | $89,744(2) | | George Kao | Senior Vice President, Operations | $49,398(3) |

  18. Fixed Bonus Component

    (1)For Mr. Weigand, the Fixed Bonus paid from July 1, 2023 to September 30, 2023 was determined based upon a Base Salary of $520,969 at the beginning of fiscal year 2023. The Fixed Bonus paid from October 1, 2023 to June 30, 2024 was determined based upon Mr. Weigand’s increase in Base Salary to $547,017. (2)For Mr. Clegg, the Fixed Bonus paid from July 1, 2023 to September 30, 2023 was determined based upon a Base Salary of $435,652 at the beginning of fiscal year 2023. The Fixed Bonus paid from October 1, 2023 to June 30, 2024 was determined based upon Mr. Clegg’s increase in Base Salary to $453,078. (3)For Mr. Kao, the Fixed Bonus paid from October 1, 2023 to June 30, 2024 was determined based upon Mr. Kao’s increase in Base Salary to $411,648.

  19. Performance Incentive Award

    Performance Incentive Award Description of Performance Incentive Award. Under the Performance Incentive Award portion of the FY2024 Performance Program for Other NEOs, participants have the ability to earn Performance Incentive Awards based upon the achievement of certain specified KPIs and the CEO’s subjective evaluation under the Compensation Adjustment Factor for the fiscal year. Any Performance Incentive Awards earned by Mr. Weigand are payable 20% in cash and 80% in PRSUs, and any Performance Incentive Awards earned by either Mr. Clegg or Mr. Kao are payable 50% in cash and 50% in PRSUs. 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 PRSUs are granted at approximately the same time, unless otherwise stated in this Proxy Statement. The number of PRSUs granted to the participants is determined by dividing the value of the PRSU portion of the Performance Incentive Award by an average closing price of our stock, as described in more detail below. These PRSUs 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. PRSUs for the annual award are (for purposes of administration of shares available under the Company’s amended and restated 2020 Equity and Incentive Compensation Plan (the “2020 Plan”)) capped for each of Messrs. Weigand, Clegg, and Kao 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 2024 was set at 10% of Base Salary for each of Messrs. Weigand and Clegg. For Mr. Kao, given fiscal year 2024 was the first year he participated in the performance program, the Compensation Committee granted discretion to the CEO to set the Base Incentive Unit for Mr. Kao within a range of 8% to 10% of Base Salary, and the CEO elected to set such percentage at the lower end of such range at 8% (but plans to re-evaluate such percentage in future years). •Each KPI and the Compensation Adjustment Factor 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 2024 were based upon: •Percentage appreciation in Company stock price from June 30, 2023 to June 30, 2024, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple; *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; •Percentage increase in number of long-term investors in the Company from June 30, 2023 to June 30, 2024, 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; and •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 “single weighted,” meaning that such percentage increase is then used in the calculation of the aggregate Multiple as described above and illustrated below. ◦For Mr. Weigand, a Compensation Adjustment Factor (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. See “- Key Fiscal Year 2024 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor. 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 1,000,000 shares (which represents approximately about 0.2% of the total number of shares outstanding) added during fiscal year 2024 or (2) an existing long-term investor who had increased its holdings by at least 50% during fiscal year 2024; 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 2023 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 2024 are based upon: •Percentage increase in number of our internally measured top 3,000 customers (“Top 3,000 Customers”) from June 30, 2023 to June 30, 2024, 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 2024 based upon approximately 900+ accounts which were targeted from our list of top 3,000 customers for marketing efforts in the fiscal year and identified for this metric; *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 the number of our internally measured top 300 customers (“Top 300 Customers”) from June 30, 2023 to June 30, 2024, with a 100% increase in the number of our Top 300 Customers counting as 1.00 towards determination of the final aggregate Multiple. For these purposes, new Top 300 Customers are identified based upon new customer accounts which were set up in our internal accounting system during fiscal year 2024. *Such KPI is “single weighted,” meaning that such 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 “quadruple weighted,” meaning that such percentage increase in worldwide revenue is then multiplied by four, 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 2023, Mr. Clegg had this same KPI, but it was “triple weighted.” The Compensation Committee believed it was appropriate to increase the weighting of this KPI to “quadruple weighted” for fiscal year 2024 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; •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 2023 by slow moving and excess and obsolete inventory for fiscal year 2024, and subtracting 1.00 from such quotient;

  20. Performance Incentive Award

    *The Inventory KPI is “quadruple weighted,” meaning that such resulting number from the calculation described above is then multiplied by four, and that resulting number is then used in the calculation of the aggregate Multiple as described above and illustrated below; and •Percentage appreciation in Company stock price from June 30, 2023 to June 30, 2024, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple; *This KPI is “single weighted,” meaning that such percentage increase in stock price is then used in the calculation of the aggregate Multiple as described above and illustrated below. ◦For Mr. Clegg, a Compensation Adjustment Factor rating (on a scale from 1.0 to 3.0) 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. See “- Key Fiscal Year 2024 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor. While the scale of the Individual Performance Evaluation KPI utilized in the prior fiscal year was from 1.0 to 5.0, a tighter scale from 1.0 to 3.0 was utilized for the current fiscal year’s Compensation Adjustment Factor because of the addition of two new single weighted KPIs for Mr. Clegg which count towards the determination of the final aggregate Multiple (a Top 300 Customer Growth KPI and Stock Price Increase KPI). See “- Key Fiscal Year 2024 Executive Compensation Decisions and Actions” above for additional discussion of the two new KPIs for Mr. Clegg in fiscal year 2024. ◦For Mr. Kao, the KPIs for fiscal year 2024 are based upon: •Percentage appreciation in Company stock price from June 30, 2023 to June 30, 2024, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple; and *This KPI is “single weighted,” meaning that such percentage increase in stock price is then used in the calculation of the aggregate Multiple as described above and illustrated below; and •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; and *This KPI is “single weighted,” meaning that such percentage increase in worldwide revenue is then used in the calculation of the aggregate Multiple as described above and illustrated below. •For Mr. Kao, a Compensation Adjustment Factor rating (on a scale from 1.0 to 3.0) 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. See “- Key Fiscal Year 2024 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor. The scores arising from these KPI results, and the Compensation Adjustment Factor 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. A decrease in stock price, number of long-term investors, number of our Top 3,000 Customers, number of our Top 300 Customers, 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, along with other considerations, primarily 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. PRSUs 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”) subject to the recipient remaining employed with, or otherwise continuing to provide services to, the Company through such Grant Date. PRSUs earned by each officer for fiscal year 2024 under the Performance Incentive Award were granted by the Compensation Committee on February 27, 2025. The number of PRSUs earned were determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the PRSUs portion by the 60-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 unit, and subject to (for purposes of administration of shares available under the 2020 Plan) a maximum cap at a level unlikely to be earned. Measurement of Fiscal Year 2024 Performance against the Performance Incentive Award. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2024 performance for Mr. Weigand:

  21. Performance Incentive Award

    | Performance Measure | Achievement | Weighting Factor | Final Weighted Score | | Stock Price Increase KPI | 229% (or 2.29)(1) | 2X | 4.58 | | Long-Term Investor Increase KPI | 19% (or 0.19)(2) | 2X | 0.38 | | Worldwide Revenue KPI | 110% (or 1.10)(3) | 1X | 1.10 | | Compensation Adjustment Factor | 4.00(4) | 1X | 4.00 | | Total Multiple | | | 10.06 | | Base Incentive Unit | | | $54,701.71 | | Final Earned Performance Incentive Award Value | | | $550,299 | | Performance Cash Payout Value (20%) | | | $110,060 | | PRSUs Payout Value (80%) | | | $440,239 | | Number of PRSUs Granted(5) | | | 11,964 |

  22. Performance Incentive Award

    (1)Our closing stock price on June 30, 2023 and June 28, 2024 (the last trading-day of the fiscal year) was $24.93 and $81.94, respectively. (2)Utilizing the definition of long-term investor specified above, it was determined the number of Long-Term Investors increased from 72 to 86 during fiscal year 2024. (3)In our consolidated financial statements, we recorded revenues of $7.12 billion and $14.99 billion for fiscal year 2023 and fiscal year 2024, respectively. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2024 performance for Mr. Clegg:

  23. Performance Incentive Award

    | Performance Measure | Achievement | Weighting Factor | Final Weighted Score | | Top 3,000 Customers KPI | 125% (or 1.25)(1) | 2X | 2.50 | | Top 300 Customers KPI | 106% (or 1.06)(2) | 1X | 1.06 | | Worldwide Revenue KPI | 110% (or 1.10)(3) | 4X | 4.40 | | Inventory KPI | 0% (or 0)(4) | 4X | 0.00 | | Stock Price Increase KPI | 229% (or 2.29)(5) | 1X | 2.29 | | Compensation Adjustment Factor | 2.00(6) | 1X | 2.00 | | Total Multiple | | | 12.25 | | Base Incentive Unit | | | $45,307.81 | | Final Earned Performance Incentive Award Value | | | $555,021 | | Performance Cash Payout Value (50%) | | | $277,510 | | PRSUs Payout Value (50%) | | | $277,510 | | Number of PRSUs Granted(7) | | | 7,542 |

  24. Performance Incentive Award

    (1)Using the definition of new top 3,000 customer specified above, it was determined that 319 such customers were added during fiscal year 2024. (2)Using the definition of new top 300 customer specified above, it was determined that 319 such customers were added during fiscal year 2024. (3)In our consolidated financial statements, we recorded revenues of $7.12 billion and $14.99 billion for fiscal year 2023 and fiscal year 2024, respectively. (4)The final weighted score for this performance measure was determined to be zero. In our consolidated financial statements, we recorded a $54 million increase in inventory reserve charges between fiscal year 2023 and fiscal year 2024. (5)Our closing stock price on June 30, 2023 and June 28, 2024 (the last trading-day of the fiscal year) was $24.93 and $81.94, respectively. (6)Based upon the CEO’s evaluation. (7)RSUs were granted on February 27, 2025 based on the average 60-trading day closing stock price of $36.79. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2024 performance for Mr. Kao:

  25. Performance Incentive Award

    | Performance Measure | Achievement | Weighting Factor | Final Weighted Score | | Stock Price Increase KPI | 229% (or 2.29)(1) | 1X | 2.29 | | Worldwide Revenue KPI | 110% (or 1.10)(2) | 1X | 1.10 | | Compensation Adjustment Factor | 2.00(3) | 1X | 2.00 | | Total Multiple | | | 5.39 | | Base Incentive Unit | | | $32,931.89 | | Final Earned Performance Incentive Award Value | | | $177,503 | | Performance Cash Payout Value (50%) | | | $88,751 | | PRSUs Payout Value (50%) | | | $88,751 | | Number of PRSUs Granted(4) | | | 2,412 |

  26. Performance Incentive Award

    (1)Our closing stock price on June 30, 2023 and June 28, 2024 (the last trading-day of the fiscal year) was $24.93 and $81.94, respectively. (2)In our consolidated financial statements, we recorded revenues of $7.12 billion and $14.99 billion for fiscal year 2023 and fiscal year 2024, respectively.

  27. Other Equity-Based Incentive Compensation

    Other Equity-Based Incentive Compensation While participants in the FY2024 Performance Program for Other NEOs 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 other non-executive persons eligible for awards under the 2020 Plan. In continuing to award other equity-based incentive compensation to participants in the FY2024 Performance Program for Other NEOs, the Compensation Committee noted that the FY2024 Compensation Study indicated that the historical level of equity awards made had only moderate 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 RSUs as well as options to the NEOs participating in the FY2024 Performance Program for Other NEOs. For such Other NEOs participating in the FY2024 Performance Program, 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 an NEO with those of our stockholders. They also provide NEOs a significant, long-term interest in our success and help retain key NEOs in a competitive market for executive talent. The 2020 Plan authorized the Compensation Committee to grant stock options and other equity-based awards to eligible NEOs. The number of shares owned by, or subject to equity-based awards held by, each NEO 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. Periodically, and generally based on the recommendation of the CEO, the Compensation Committee has made off-cycle special recognition equity awards of options and/or RSUs to NEOs. For fiscal year 2024, in addition to the 2023 CEO Performance Award discussed above under “- Discussion and Analysis of 2023 CEO Performance Award” and PRSUs granted to Other NEOs discussed above under “- Performance Incentive Award,” the Compensation Committee determined to provide the awards of service-based stock options and RSUs to NEOs 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 | Stock Options(1) | 150,000 | Recognition grant | | | RSUs(2) | 20,000 | Recognition grant | | | RSUs(3) | 20,460 | Performance grant | | | RSUs(3) | 4,330 | Performance grant | | | Stock Options(4) | 62,550 | Refresh grant | | | RSUs(5) | 23,770 | Refresh grant | | Don Clegg | RSUs(2) | 10,000 | Recognition grant | | | RSUs(3) | 3,200 | Performance grant | | | RSUs(3) | 2,650 | Performance grant | | | Stock Options(4) | 54,210 | Refresh grant | | | RSUs(5) | 20,600 | Refresh grant | | George Kao | RSUs(2) | 10,000 | Recognition grant |

  29. Other Equity-Based Incentive Compensation

    (1)Such stock option grant, made on August 11, 2023, was part of a special recognition option award made to selected individual employees which included Mr. Weigand. This grant to Mr. Weigand was made, consistent with prior practice over recent years, in connection with other special recognition option rewards and vests at the rate of 1/8th of the shares subject to the stock option on the first quarter following the vesting commencement date on November 11, 2023, and thereafter at a rate of 1/8th of the shares subject to the stock option at the end of each successive calendar quarter. This stock option grant was intended to recognize and currently reward the Company’s general assessment of awardees’ (including Mr. Weigand’s) recent collective achievement for and contributions to the Company. The CEO made the recommendation on the size of grant for Mr. Weigand and other selected employees to the Committee based on his subjective assessment of their contributions to the Company. For context, Company-wide, an aggregate of 890,000 stock options were granted in connection with this special recognition stock option grant to approximately 10 employees, with stock option awards ranging in size up to a maximum of 200,000 shares. The average stock option award was for 89,000 stock options, and (based upon the recommendation of the CEO) an aggregate of 10 employees received option awards of 10,000 shares or more. (2)Such grants of RSUs, made on August 11, 2023, 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 prior practices over recent years to these same NEOs in connection with other broad-based special recognition rewards, vested with regard to 50% of the award on August 15, 2023, and 50% of the award on February 15, 2024, 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 1,866,810 RSUs were granted in connection with this special recognition grant to approximately 1,472 employees, with awards ranging in size up to a maximum of 40,000 units. The average award was for 1,270 RSUs, and (based upon the recommendation of the CEO) an aggregate of 29 employees received awards of 10,000 RSUs or more. (3)Such RSUs were earned by Messrs. Weigand and Clegg as payouts pursuant to their Performance Incentive Awards under the FY2023 Performance Program for Other NEOs. See the Compensation Discussion & Analysis discussion in the prior year proxy statement for additional information. The RSUs were granted on August 24, 2023 and August 25, 2023, and vest at an annual rate of 25% per year commencing July 1, 2024, with the final installment vesting on July 1, 2027. (4)Such stock options were part of Mr. Weigand’s and Mr. Clegg’s regular, periodic refresh grant cycle, and were granted on May 3, 2024, with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($78.27). Subject generally to their continued service, such stock options vest and become exercisable at the rate of 25% of the shares subject to the stock option on May 3, 2025, 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 grant to them was determined based upon the recommendation of Mr. Liang, which was reviewed and approved by the Compensation Committee. (5)Such RSUs were part of Mr. Weigand’s and Mr. Clegg's regular periodic refresh grant cycle and were granted on May 3, 2024. These RSUs generally vest at the rate of 25% of the total number of units on May 10, 2025, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter. The particular size of the RSU grant to them was determined based upon the recommendation of Mr. Liang, which was reviewed and approved by the Compensation Committee.

  30. Policies and Practices Regarding the Grant of Equity Awards

    Policies and Practices Regarding the Grant of Equity Awards Under our policies and practices, the approval of stock options and other equity-based awards (including any stock option grants to our NEOs and directors) is typically provided at a Compensation Committee meeting or via unanimous written consent on the part of the Compensation Committee. While the Compensation Committee does not have predetermined fixed dates upon which grants must be made, generally, the Compensation Committee has held regular quarterly meetings (which are typically held after the completion of a fiscal quarter and shortly (usually approximately one week) before the announcement by the Company of its results for the just completed fiscal quarter (each, a “Regular Quarterly Meeting”)), and at such meeting the Committee considers the approval of stock options and other equity-based awards, including relevant terms (such as the proposed grant date). In addition to Regular Quarterly Meetings, the Compensation Committee, generally, may consider from time to time, on an as-needed basis, grants of stock options and other equity-based awards in between Regular Quarterly Meetings at special meetings or via unanimous written consent (together, “Special Meetings”). Awards of stock options and other equity-based awards are typically made by the Company in the following circumstances: 1.Biennial awards: Generally, eligible employees (including our NEOs) receive equity-based awards (which may include stock options) in connection with their commencement of service with the Company or a change in their status occurs for them to become eligible for equity-based awards. Such awards are generally submitted to the Compensation Committee for approval at the first Regular Quarterly Meeting after the commencement of service by such employee or the change in such employee’s status occurs. Thereafter, such employee would, depending upon factors such as performance, generally be eligible to receive a refresh equity-based award (which may include stock options) at the biennial Regular Quarterly Meeting following the date the first award was made to such eligible employee (all such awards, “Biennial Awards”); 2. Scheduled Awards: The Compensation Committee also considers various scheduled awards which generally occur on a regular recurring basis (together, “Scheduled Awards”). Examples of such Scheduled Awards include: a.The grant of the equity component of director compensation in connection with annual director service (the “Annual Director Service Award”) or lead independent director service (the “Lead Independent Director Service Award”). Such awards may include the grant of stock options depending upon the election made by such director at a time when the Trading Window (as defined below) was open. See “Director Compensation” for additional discussion with respect to such equity awards for director service. Annual Director Service Awards will (going forward) generally be considered by the Compensation Committee for approval at the first Regular Quarterly Meeting after the commencement of a new fiscal year. Lead Independent Director Service Awards are generally submitted to the Compensation Committee for approval at the first Regular Quarterly Meeting following the appointment of a lead independent director for their one-year term of office. b.The grant of equity awards earned under the performance program for a NEO (which, to date, has not included stock options) (“Performance Award Grants”). Such awards generally have terms that were pre-approved by the Compensation Committee at the time the performance program for the named executive officer was adopted by the Compensation Committee earlier in such fiscal year, including specified deadline dates prior to which such Performance Awards Grants are to be made and after which the results used to determine performance (some of which may depend upon financial results that are published in the Annual Report) are calculated. Generally, the grant date of Performance Award Grants has been at a time when the Trading Window is open. 3. Special Awards: From time to time, the Compensation Committee will consider, on an as-needed basis, grants of equity based-awards (which may include stock options). Circumstances for such awards may include, as an example, special recognition bonuses or for the hiring or retention of a high-value employee (who may or may not be an NEO). Such awards and the terms thereof (“Special Awards”) are generally submitted at Special Meetings but may also occur at Regular Quarterly Meetings. Our Insider Trading Policy provides for a trading window (the “Trading Window”). Pursuant to the Insider Trading Policy, the Trading Window generally (i) opens following the closing of trading on the second full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and (ii) closes at the close of trading on the last day of the month preceding the last month of a fiscal quarter (i.e., the last day of August, November, February and May). Our Insider Trading Policy prohibits any of our directors, executive officers, employees or contractors from engaging in any transactions in publicly traded options, such as puts and calls, and other derivative securities, including any hedging or similar transaction, with respect to our common stock. The Company has generally tied the grant date of options to NEOs for their Biennial Awards to the first full trading day after the next opening of the Trading Window following the Regular Quarterly Meeting approving such grant. Other key terms of such awards (such as exercise price) are tied to such grant date. For example, during fiscal year 2024, each of Mr. Weigand and Mr. Clegg received their Biennial Awards that included both stock options and RSUs as a part of their refresh grants. See “- Other Equity-Based Incentive Compensation.” Such awards were approved at the April 23, 2024 Regular Quarterly Meeting and the Company issued its earnings release for the third quarter of fiscal year 2024 on April 30, 2024. The first full trading day after the Trading Window opened was May 3, 2024, the grant date of both the options and RSUs for such Biennial Awards was May 3, 2024, and the exercise price of the stock options associated therewith was the closing stock price on May 3, 2024. However, for persons who are not NEOs, the grant date of stock options for their Biennial Awards is the date of the Regular Quarterly Meeting approving such grant, and other key terms of such awards (such as the exercise price of any stock options granted) are tied to such grant date. For example, for persons who are not NEOs and also had Biennial Awards approved at the Regular Quarterly Meeting held on April 23, 2024, the grant date of their stock options and RSUs was April 23, 2024, and the exercise price of the stock options associated therewith was the closing stock price on April 23, 2024.

  31. Policies and Practices Regarding the Grant of Equity Awards

    Going forward, the Company generally expects to tie the grant date of stock options (if any) in connection with Annual Director Service Awards and Lead-Independent Director Service Awards to the first full trading day after the next opening of the Trading Window following the Regular Quarterly Meeting approving such grant. Other key terms of such awards (such as the exercise price of any stock options granted) will be tied to such grant date. For example, the Compensation Committee considered and approved grants for fiscal year 2025 director service at the Regular Quarterly Meeting held on July 30, 2024 and the Company issued its earnings release for the fourth quarter of fiscal year 2024 on August 6, 2024. Since the first full trading day after the Trading Window opened was August 9, 2024, the grant date of both the stock options and RSUs for Annual Director Service Awards was August 9, 2024, and the exercise price of the stock options associated therewith was the closing stock price on August 9, 2024. However, for fiscal year 2024, because the new director compensation program was approved by the Board on August 24, 2023, at a time when the Trading Window was open, the Annual Director Service Awards for fiscal year 2024 Board service were both approved by the Compensation Committee and had a grant date of August 24, 2023. Other key terms of such awards (such as exercise price) were tied to such grant date. Generally, given the structure of Performance Award Grants, Performance Award Grants have been considered, approved, and granted by the Compensation Committee at a time when the Trading Window has been open. The Company generally expects the grant date of options (if any) in connection with Special Awards to be tied to whether the Trading Window is open at the time of the Special Meeting at which such Special Award was considered and approved. In the event the Trading Window is not open at the time of the Special Meeting, the Company generally expects such Special Award to be granted on the first full trading day after the next opening of the Trading Window following the Special Meeting approving such grant. In the event the Trading Window is open at the time of the Special Meeting, the Company generally expects such Special Award to be granted on the date of the Special Meeting. In either case, other key terms of such awards (such as exercise price) are tied to such grant date. For example, during fiscal year 2024, Mr. Weigand received a recognition grant as a Special Award that included both stock options and RSUs. See “- Other Equity-Based Incentive Compensation.” Such awards were approved at the Regular Quarterly Meeting held on August 1, 2023, at a time when the Trading Window was closed and the Company issued its earnings release for the fourth quarter of fiscal year 2023 on August 8, 2023. The first full trading day after the Trading Window opened was August 11, 2023, so the grant date of both the stock options and RSUs for such Special Award was August 11, 2023, and the exercise price of the stock options associated therewith was the closing stock price on August 11, 2023. The equity grant approach discussed above is used by the Compensation Committee in order to best help ensure that grants are made only during an open window, and after the release of the Company’s material non-public information regarding its most recently completed fiscal quarter. This grant timing is used in order to provide for a routine and regular grant practice regarding the NEOs' and directors’ equity awards, but to clearly have such awards granted after the release of such recently completed fiscal quarter information. In this sense, the Compensation Committee is mindful of the existence of material non-public information about the prior fiscal quarter but is neutral with respect to the existence (or lack thereof) of other material non-public information, when making each of the types of awards discussed. Otherwise, the Compensation Committee does not factor any material non-public information into its design and approval of the terms of such equity awards discussed. Including for grants made during fiscal year 2024, we do not time the disclosure of material non-public information for purposes of affecting the value of executive compensation or director compensation. During fiscal year 2024, except as provided in the chart below, we did not grant stock options (or similar awards) to any of our NEOs during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information:

  32. Policies and Practices Regarding the Grant of Equity Awards

    | Name | Grant date | Number of securities underlying the award | Exercise price of the award ($/Share) | Grant date fair value of the award | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | (a) | (b) | (c) | (d) | (e) | (f) | | Charles Liang | N/A | N/A | N/A | N/A | N/A | | David Weigand | May 3, 2024 | 62,550 | $78.27 | $48.42 | 4.7% | | Don Clegg | May 3, 2024 | 54,210 | $78.27 | $48.42 | 4.7% | | George Kao | N/A | N/A | N/A | N/A | N/A |

  33. Other Benefits

    Other Benefits Health and Welfare Benefits. Our NEOs 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 NEOs 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 NEOs. 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 NEOs. Employment Arrangements, Severance and Change of Control Benefits. We have not entered into employment agreements with any of our NEOs. 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 NEOs 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 2023 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 2023 CEO Performance Award.” Tax and Accounting Considerations. In our review and establishment of named executive officer compensation programs and payments, we generally consider, but do not place substantial emphasis on, the anticipated accounting and tax treatment of our compensation programs to us and our NEOs. 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.

  34. FISCAL YEAR 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Charles Liang President, Chief Executive Officer and Chairman of the Board | 2024 | 1 | — | — | 28,094,976 | — | 250 | 28,095,227 | | | 2023 | 1 | — | — | — | — | — | 1 | | | 2022 | 1 | — | — | — | — | — | 1 | | David Weigand Senior Vice President, Chief Financial Officer and Chief Compliance Officer | 2024 | 540,505 | 191,245 | 3,456,617 | 5,254,101 | 110,060 | 250 | 9,552,778 | | | 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 | | Don Clegg Senior Vice President, Worldwide Sales | 2024 | 448,722 | 112,817 | 2,295,602 | 2,624,889 | 277,510 | 250 | 5,759,790 | | | 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 | | George Kao Senior Vice President, Operations | 2024 | 407,691 | 68,823 | 343,181 | — | 88,751 | 250 | 908,696 | | | 2023 | 394,813 | 14,362 | 322,566 | 269,815 | — | — | 1,001,556 | | | 2022 | 364,409 | 45,980 | — | — | — | — | 410,389 |

  35. Fiscal Year 2024 Grants of Plan-Based Awards

    Fiscal Year 2024 Grants of Plan-Based Awards The following table provides information concerning all plan-based awards granted during fiscal year 2024 to each of our NEOs, which grants were made under the 2020 Plan.

  36. FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE

  37. FISCAL YEAR 2024 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(1) | 11/14/2023 | — | — | — | 1,000,000 | 5,000,000 | 5,000,000 | — | — | 45 | | 28,094,976 | | David Weigand | 8/11/2023 | — | — | — | — | — | — | — | 150,000 | 25.44 | | 2,225,384 | | | 8/11/2023 | — | — | — | — | — | — | 20,000 | — | — | | 508,860 | | | 1/23/2024 | 10,940 | (3) | — | — | — | — | — | — | — | | — | | | 1/23/2024 | — | — | — | (3) | (3) | (3) | — | — | — | | 440,239 | | | 5/03/2024 | — | — | — | — | — | — | — | 62,550 | 78.27 | | 3,028,718 | | | 5/03/2024 | — | — | — | — | — | — | 23,770 | — | — | | 1,860,478 | | Don Clegg | 8/11/2023 | — | — | — | — | — | — | 10,000 | — | — | — | 254,430 | | | 1/23/2024 | 22,654 | (3) | — | — | — | — | — | — | — | | — | | | 1/23/2024 | — | — | — | (3) | (3) | (3) | — | — | — | | 277,510 | | | 5/03/2024 | — | — | — | — | — | — | — | 54,210 | 78.27 | | 2,624,889 | | | 5/03/2024 | — | — | — | — | — | — | 20,600 | — | — | | 1,612,362 | | George Kao | 8/11/2023 | — | — | — | — | — | — | 10,000 | — | — | | 254,430 | | | 1/23/2024 | 16,466 | (3) | — | — | — | — | — | — | — | | — | | | 1/23/2024 | — | — | — | (3) | (3) | (3) | — | — | — | | 88,751 |

  38. FISCAL YEAR 2024 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)These stock options are performance-based and shall 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 March 31, 2029 and the Revenue Goals must be achieved on or prior to December 31, 2028. The options may vest in tranches of 1,000,000 shares each only when coordinating Stock Price Goals and Revenue Goals, respectively (of $45.00 sixty-trading-day-average stock price and $13.0 billion in four-consecutive-fiscal-quarter revenue, $60.00 sixty-trading-day-average stock price and $15.0 billion four-consecutive-fiscal-quarter revenue, $75.00 sixty-trading-day-average stock price and $17.0 billion four-consecutive-fiscal-quarter revenue, $90.00 sixty-trading-day-average stock price and $19.0 billion four-consecutive-fiscal-quarter revenue, and $110.00 sixty-trading-day-average stock price and $21.0 billion four-consecutive-fiscal-quarter revenue goals), are achieved. The smallest amount of these stock options (threshold) that can be earned based on performance is vested stock options for 1,000,000 shares for achieving a Stock Price Goal of $45.00 sixty-trading-day-average stock price and a Revenue Goal of $13.0 billion in four-consecutive-fiscal-quarter revenue. However, even if those goals are achieved, if the Company’s stock price remained at $45.00 per share, based on the $45.00 exercise price for these stock options, there would be no appreciation value in those stock options for Mr. Liang. For more information about the operation of this award, see “- Discussion and Analysis of 2023 CEO Performance Award” above. (3)As further described in CD&A, each of Messrs. Weigand, Clegg and Kao received a Performance Incentive Award for fiscal year 2024 payable for Mr. Weigand 20% in cash and 80% in PRSUs, and payable for Mr. Clegg and Mr. Kao 50% in cash and 50% in PRSUs, which PRSUs will vest over four years from July 1, 2024. Based on the design of the Performance Incentive Award, there was no target or maximum cash amount to be earned, and no target number of PRSUs to be earned, but the threshold amount of the award was equal to $54,702 for Mr. Weigand, $45,308 for Mr. Clegg, and $32,932 for Mr. Kao, and the award was capped at a payout of no more than 2,500,000 RSUs. The cash portions earned by Messrs. Weigand, Clegg and Kao are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2024 Summary Compensation Table, and the fair values of the RSU portions disclosed in this table, based on probable outcome, as of January 2024 are included in the “Stock Awards” column of the Fiscal Year 2024 Summary Compensation Table. The actual PRSUs earned by Messrs. Weigand, Clegg and Kao for their Performance Incentive Awards were granted on February 27, 2025, as disclosed in CD&A above. Grants made in fiscal year 2024 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 NEOs during fiscal year 2024 is provided under the "Employment Arrangements, Severance and Change of Control Benefits" under the “Compensation Discussion and Analysis”.

  39. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information concerning the outstanding equity-based awards as of June 30, 2024, held by our NEOs.

  40. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

  41. OUTSTANDING EQUITY AWARDS AT 2024 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 | 1,667,500 | — | — | 3.51 | 1/19/2025 | — | — | — | — | | | 1,300,000 | — | — | 2.70 | 8/2/2027 | — | — | — | — | | | 10,000,000 | — | | 4.50 | 3/2/2031 | — | — | — | — | | | | | 5,000,000(2) | 45.00 | 11/14/2033 | — | — | — | — | | David Weigand | 10,000 | — | — | 3.03 | 8/4/2030 | — | — | — | — | | | 75,000 | — | — | 5.30 | 5/5/2032 | — | — | — | — | | | 11,880 | 47,500(3) | — | 5.30 | 5/5/2032 | — | — | — | — | | | 37,500 | 93,750(4) | — | 25.44 | 8/11/2033 | — | — | — | — | | | — | 62,550(5) | — | 78.27 | 5/3/2034 | — | — | — | — | | | — | — | — | — | — | 21,400(6) | 1,753,409 | — | — | | | — | — | — | — | — | 28,140(7) | 2,305,651 | — | — | | | — | — | — | — | — | 20,460(8) | 1,676,390 | — | — | | | — | — | — | — | — | 4,330(8) | 354,779 | — | — | | | — | — | — | — | — | 23,770(9) | 1,947,595 | — | — | | Don Clegg | 15,000 | — | — | 3.03 | 8/4/2030 | — | — | — | — | | | 18,140 | 18,160(3) | — | 5.30 | 5/5/2032 | — | — | — | — | | | — | 54,210(5) | — | 78.27 | 5/3/2034 | — | — | — | — | | | — | — | — | — | — | 8,160(6) | 668,590 | — | — | | | — | — | — | — | — | 23,880(7) | 1,956,608 | — | — | | | — | — | — | — | — | 3,200(8) | 262,192 | — | — | | | — | — | — | — | — | 2,650(8) | 217,128 | — | — | | | — | — | — | — | — | 20,600(9) | 1,687,861 | — | — | | George Kao | 148,400 | — | — | 2.70 | 8/2/2027 | — | — | — | — | | | 15,600 | — | — | 2.04 | 3/27/2030 | — | — | — | — | | | 5,330 | 6,770(10) | — | 2.37 | 10/27/2030 | — | — | — | — | | | 24,370 | 40,630(11) | — | 7.66 | 11/4/2032 | — | — | — | — | | | — | — | — | — | — | 3,040(12) | 249,082 | — | — | | | — | — | — | — | — | 18,320(13) | 1,501,049 | — | — |

  42. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    (1)Represents the closing stock price per share of our common stock as of June 28, 2024 ($81.94) multiplied by the number of shares underlying RSUs that had not vested as of June 30, 2024. (2)These stock options are performance-based and shall 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 March 31, 2029 and the Revenue Goals must be achieved on or prior to December 31, 2028. The options may vest in tranches of 1,000,000 shares each only when coordinating Stock Price Goals and Revenue Goals, respectively, of $45.00 sixty-trading-day-average stock price and $13.0 billion in four-consecutive-fiscal-quarter revenue, $60.00 sixty-trading-day-average stock price and $15.0 billion four-consecutive-fiscal-quarter revenue, $75.00 sixty-trading-day-average stock price and $17.0 billion four-consecutive-fiscal-quarter revenue, $90.00 sixty-trading-day-average stock price and $19.0 billion four-consecutive-fiscal-quarter revenue, and $110.00 sixty-trading-day-average stock price and $21.0 billion four-consecutive-fiscal-quarter revenue, are achieved. The smallest amount of these stock options (threshold) that can be earned based on performance is vested stock options for 1,000,000 shares for achieving a Stock Price Goal of $45.00 sixty-trading-day-average stock price and a Revenue Goal of $13.0 billion in four-consecutive-fiscal-quarter revenue. However, even if those goals are achieved, if the Company’s stock price remained at $45.00 per share, based on the $45.00 exercise price for these stock options, there would be no appreciation value in those stock options for Mr. Liang. For more information about the operation of this award, see “2023 CEO Performance Award ” above. (3)These incentive and nonqualified stock options vest at 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. (4)Option shall vest and become exercisable at the rate of 1/8th of the shares on the first quarter of the vesting commencement date on November 11, 2023, 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 3, 2025 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 3, 2028. (6)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. (7)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. (8)The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2024, such that the RSUs will be fully vested on July 1, 2027. (9)The RSUs vest at the rate of 25% on May 10, 2025 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2028. (10)These 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 25% on November 10, 2021 and 1/16th 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 2024, each of Messrs. Weigand, Clegg and Kao participated in a Performance Incentive Award for fiscal year 2024 payable for Mr. Weigand 20% in cash and 80% in PRSUs, and payable for Messrs. Clegg and Kao 50% in cash and 50% in PRSUs, which PRSUs will vest over four years from July 1, 2024. Based on the design of the Performance Incentive Award, there was essentially no target number of PRSUs to be earned, but the award was capped at a payout of no more than 2,500,000 RSUs. The actual PRSUs earned by Messrs. Weigand, Clegg and Kao for their Performance Incentive Awards were granted on February 27, 2025, as disclosed in CD&A above, and will appear in this table in subsequent years.

  43. Fiscal Year 2024 Option Exercises and Stock Vested

    Fiscal Year 2024 Option Exercises and Stock Vested The following table sets forth the dollar amounts realized by each of our NEOs pursuant to the exercise or vesting of equity-based awards during fiscal year 2024.

  44. FISCAL YEAR 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL YEAR 2024 OPTION EXERCISES AND STOCK VESTED TABLE

  45. FISCAL YEAR 2024 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 | — | — | — | — | | David Weigand | 549,370 | 11,939,171 | 93,010 | 4,814,164 | | Don Clegg | 280,000 | 23,822,962 | 30,480 | 1,484,682 | | George Kao | 153,000 | 5,483,830 | 27,060 | 1,426,897 |

  46. FISCAL YEAR 2024 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.

  47. Fiscal Year 2024 Pension Benefits and Nonqualified Deferred Compensation

    Fiscal Year 2024 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 2024 are omitted from this Proxy Statement.

  48. Fiscal Year 2024 Potential Payments Upon Termination or Change of Control

    Fiscal Year 2024 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 2024 have, any arrangements with any of our NEOs 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 each of the 2021 CEO Performance Award and 2023 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. Each of the 2021 CEO Performance Award and 2023 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” and “Discussion and Analysis of 2023 CEO Performance Award,” respectively. The 2021 CEO Performance Award has fully vested. With respect to the 2023 CEO Performance Award, the first three tranches consisting of options for 3,000,000 shares under the 2023 CEO Performance Award would have been earned thereunder for a change in control occurring on June 28, 2024 (based on the closing stock price of $81.94 on such date which was the last trading day of fiscal year 2024). The exercise price under the 2023 CEO Performance Award is $45.00. As a result, the intrinsic value of these options for 3,000,000 shares would have been $110.8 million on June 28, 2024.

  49. Fiscal Year 2024 CEO Pay Ratio

    Fiscal Year 2024 CEO Pay Ratio For fiscal year 2024, the ratio of the annual total compensation of Mr. Liang, our CEO (“2024 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 (“2024 Median Annual Compensation”), was 197 to 1. For purposes of this pay ratio disclosure, 2024 CEO Compensation was determined to be $28,103,937, which represents the total compensation reported for Mr. Liang under the “Fiscal Year 2024 Summary Compensation Table,” plus the Company’s contribution to group health and welfare benefits provided to Mr. Liang. 2024 Median Annual Compensation for the identified median employee was determined to be $142,498, which includes the Company’s contribution to 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 2024, which included participation in the 2023 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 this pay ratio disclosure is a reasonable estimate. To identify the median employee, we examined our total employee population as of June 30, 2024 (the “Determination Date”). We had included all 2,885 U.S. full-time, part-time, seasonal and temporary employees of the Company and our consolidated subsidiaries. We had also included all 2,609 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, which together represented approximately 1.5% of our total employees worldwide (5,684 individuals), which countries consisted of Belgium (1 individual), France (10 individuals), Germany (23 individuals), Italy (11 individuals), Spain (9 individual), and United Kingdom (30 individuals). We also excluded all our employees in China (48 individuals), Japan (40 individuals), Malaysia (2 individuals), and South Korea (16 individuals), which together represented an additional approximately 1.9% of our total employees worldwide (for a total of 3.4% excluded employees). Our analysis identified 5,494 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, 2023 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) had 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 had generally annualized the total compensation for such individuals other than temporary or seasonal employees (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates relating to our employee compensation program.

  50. Pay Versus Performance

    Pay Versus Performance As required by the SEC’s pay versus performance (“PVP”) rules, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for fiscal year 2024 for this Proxy Statement’s NEOs, as well as compensation for fiscal years 2023, 2022, and 2021 for our NEOs, as disclosed in our Proxy Statements for each of those previous fiscal years (each of fiscal years 2021, 2022, 2023 and 2024, a “Covered Year”). We refer to all of the NEOs 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 2023 CEO Performance Award in FY2024, we have determined that, pursuant to the SEC’s PVP rules, our total revenue for the four fiscal quarters 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 FY2024.

  51. FY2024 Pay Versus Performance Table

    FY2024 Pay Versus Performance Table

  52. FY2024 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 | | 2024 | $28,095,227 | $409,423,064 | $5,407,088 | $15,669,511 | $2,886.05 | $243.25 | $1,153 | $14,989 | | 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 |

  53. FY2024 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 FY2024, 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 2024 Summary Compensation Table” for FY2024, FY2023, and FY2022 information and “Executive Compensation – Fiscal Year 2023 Summary Compensation Table” of the proxy statement filed with the SEC on December 8, 2023 for FY2021 information. (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:

  54. FY2024 Pay Versus Performance Table

    | | FY2024 | | FY2023 | | FY2022 | | FY2021 | | | | PEO ($) | Average for Non-PEO NEO ($) | PEO ($) | Average for Non-PEO NEO ($) | PEO ($) | Average for Non-PEO NEO ($) | PEO ($) | Average for Non-PEO NEO ($) | | Summary Compensation Table ("SCT") Total | $28,095,227 | $5,407,088 | $1 | $1,296,195 | $1 | $1,227,705 | $18,098,671 | $738,978 | | Pension Benefits Changes | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | - Grant Date Fair Value of Stock Awards from SCT | ($0) | ($2,031,800) | ($0) | ($558,490) | ($0) | ($179,019) | ($0) | ($144,471) | | - Grant Date Fair Value of Option Awards from SCT | ($28,094,976) | ($2,626,330) | ($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 | $303,930,000 | $6,212,734 | $0 | $1,619,698 | $0 | $350,690 | $13,996,642 | $154,836 | | +/- Change in Fair Value (From Prior Year-End to Covered Year-End) of Covered Year-End Outstanding and Unvested Awards Granted in Prior Covered Years | $0 | $4,082,102 | $78,971,740 | $2,496,442 | $3,672,047 | $28,175 | $0 | $73,604 | | +/- Change in Fair Value (From Prior Year-End to Vesting Date) of Awards Granted in Prior Covered Years and Vested in Covered Year | $105,492,813 | $2,897,653 | $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 | $1,728,065 | $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 | $0 | $0 | | + Value of Dividend Equivalents Not Already Included in Covered Year CAP | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $409,423,064 | $15,669,511 | $92,123,653 | $5,435,046 | $3,672,048 | $1,076,822 | $20,489,151 | $714,065 |

  55. FY2024 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 2024 Summary Compensation Table” and our Summary Compensation Tables for fiscal years 2024, 2023, and 2022, respectively, of this Proxy Statement and the “Executive Compensation – Fiscal Year 2023 Summary Compensation Table” for fiscal year 2021 of the proxy statement filed with the SEC on December 8, 2023. 5 Our total shareholder return (“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 fiscal year 2021. 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 fiscal year 2021, 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 quarters 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 – Fiscal Year 2024 CEO Compensation – Discussion and Analysis of 2021 CEO Performance Award” and “Executive Compensation - Compensation Discussion and Analysis – Fiscal Year 2024 CEO Compensation - Discussion and Analysis of 2023 CEO Performance Award” for more information on the applicable calculations.

  56. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  57. 2024 Director Compensation

    2024 Director Compensation Under our director compensation policy, we reimburse non-employee directors for reasonable expenses in connection with attendance at Board and committee meetings. Each of Charles Liang, Sara Liu and Yih-Shyan (Wally) Liaw, who are employees and also serve as directors, do not receive any additional compensation from us specifically for their service as directors. In August 2023, the Board adopted an updated director compensation policy which applied for fiscal year 2024. Under such 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 Nominating and Corporate 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 Nominating and Corporate Governance Committee receives 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 2024, each of Messrs. Fairfax and Liu attended 20 Excess Meetings, Mr. Tuan attended nine Excess Meetings, Ms. Lin attended four Excess Meetings, and Mr. Blair attended three Excess Meetings during fiscal year 2024. In addition, 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 is 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 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 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 is 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 is 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 is five years from the date of grant; provided, however, that in the event service by such director ends prior to such date, (i) a pro rata number of such stock options 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 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 are deemed to have elected an RSU Election Percentage of 100%. In addition, newly appointed non-employee directors receive their initial equity award in the form of RSUs based upon an RSU Election Percentage of 100%. Once a non-employee director has made an Election, such Election is deemed to apply to all future equity grants unless such director has notified us during an open trading window period of a different Election. In addition, following the appointment of a lead independent director in December 2023, the Board also adopted a compensation policy for lead independent director service. Under such policy, for their service as lead independent director, such director receives an annual retainer of $55,000 (the “Annual Retainer”) for their one-year term of office. Such director may elect to receive such amount (i) in the form of cash, payable in quarterly installments and prorated for any partial period (a “Cash Election”), (ii) 100% RSUs, (iii) 50% RSUs and 50% options, or (iv) 100% options (each of (ii), (iii) and (iv), an “Equity Election”). In the event the lead independent director makes an Equity Election (instead of a Cash Election), the ultimate number of equity awards granted for the Annual Retainer will be based on the sixty-trading day average stock price immediately prior to the date of grant (the “LID Grant Date” and the “LID Grant Date Stock Price,” as the case may be). The LID Grant Date is the date our trading window next opens following the date the lead independent director informs us that he/she desires to make an Equity Election, or as soon as reasonably practical after such date, provided the trading window is open. •In the event of an RSU election, the number of RSUs to be granted is determined by multiplying the Annual Retainer by the RSU election percentage, then dividing that amount by the LID Grant Date Stock Price (with such quotient rounded down), and such RSUs have a vesting date of the last day of the one-year term of such lead independent director; provided, however, that in the event service by such lead independent director shall end prior to such date, a pro rata number of such RSUs vest based upon the length of service from the first day on which service as lead independent director commenced until the last day of service by such director as lead independent director.

  58. 2024 Director Compensation

    •In the event of an option election, the number of stock options to be granted is determined by multiplying the Annual Retainer 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 is the closing stock price on the LID Grant Date, the stock options have a vesting date of the last day of the one-year term of such lead independent director, and the term of the stock options awarded is five years from the date of grant; provided, however, that in the event service by such lead independent director ends prior to such date, (i) a pro rata number of such stock options vest based upon the length of service from the first day on which service as lead independent director commenced until the last day of service by such director as lead independent director and (ii) vested stock options remain exercisable at any time prior to the expiration of one year after the date of termination of service by such director with us (but in any event no later than the expiration date of such stock options). The following table shows for fiscal year 2024 certain information with respect to the compensation of all our non-employee directors who served in such capacities during fiscal year 2024:

  59. FISCAL YEAR 2024 DIRECTOR COMPENSATION(1)

    FISCAL YEAR 2024 DIRECTOR COMPENSATION(1)

  60. FISCAL YEAR 2024 DIRECTOR COMPENSATION(1)

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | All Other Compensation ($) | Total ($) | | Daniel Fairfax | 125,000 | 248,325 | — | — | 373,325 | | Judy Lin | 77,993 | 124,163 | 127,197 | — | 329,353 | | Robert Blair | 68,184 | — | 254,505 | — | 322,689 | | Sherman Tuan | 105,500 | 248,325 | — | — | 353,825 | | Shiu Leung (Fred) Chan(5) | 70,705 | — | 254,505 | — | 325,210 | | Tally Liu | 140,000 | 174,344 | 154,470 | — | 468,814 |

  61. FISCAL YEAR 2024 DIRECTOR COMPENSATION(1)

    (1)Scott Angel was appointed to the Board in March 2025, and Susan Mogensen (Susie Giordano) was appointed in August 2024. Neither Mr. Angel nor Ms. Giordano received non-employee director compensation during fiscal year 2024 which ended June 30, 2024. (2)This column consists of annual director fees, lead independent director fees, non-employee committee chairman fees, and other committee member fees, in each case earned for fiscal year 2024. (3)The dollar amounts in this column represent the aggregate grant date fair values of the RSU awards granted during fiscal year 2024 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 Note 11, “Stock-based Compensation and Stockholders’ Equity” in the Notes to the Consolidated Financial Statements for fiscal year 2024 included in the Annual Report. The grant of RSUs made in connection with director service to each of Mr. Fairfax, Ms. Lin, Mr. Liu, and Mr. Tuan had a grant date fair value of $26.25 per share. The grants of RSUs and options to Mr. Liu made in connection with lead independent director service had a grant date fair value of $58.35 per share and $26.74 per share, respectively. (4)The dollar amounts in this column represent the aggregate grant date fair values of the Option awards granted during fiscal year 2024 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 Note 11, “Stock-based Compensation and Stockholders’ Equity” in the Notes to the Consolidated Financial Statements for fiscal year 2024 included in the Annual Report. The grant of options made in connection with director service to each of Mr. Blair, Mr. Chan, Ms. Lin, and Mr. Liu had a grant date fair value of $11.16 per share. The grant of options to Mr. Liu made in connection with lead independent director service had a grant date fair value of $26.74 per share. (5)Mr. Chan resigned as a director on March 11, 2024. 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, 2024.

  62. FISCAL YEAR 2024 DIRECTOR COMPENSATION(1)

    | Name(1) | Stock Awards (2) | Option Awards | | Daniel Fairfax | — | — | | Judy Lin | — | 11,400 | | Robert Blair | — | 22,810 | | Sherman Tuan | — | 25,000 | | Shiu Leung (Fred) Chan(3) | — | 15,890 | | Tally Liu | 860 | 12,420 |

  63. FISCAL YEAR 2024 DIRECTOR COMPENSATION(1)

    (1)Scott Angel was appointed to the Board in March 2025, and Susan Mogensen (Susie Giordano) was appointed in August 2024. Neither Mr. Angel nor Ms. Giordano received stock or option awards during fiscal year 2024 which ended June 30, 2024. (2)For fiscal year 2024, we made grants for non-employee director service under the 2020 Plan on August 24, 2023, to such persons serving on such date, which grants had a vesting commencement date of June 30, 2023. All such awards granted to the non-employee directors vested on June 30, 2024. As a result, because all such awards had vested, there are no shares underlying stock awards for such persons as of June 30, 2024, except for Mr. Liu who received awards of RSUs and options on February 1, 2024 in connection with his service as lead independent director which awards vested on December 6, 2024. (3)Mr. Chan resigned as a director on March 11, 2024.

  64. Non-employee director compensation limit

    Non-employee director compensation limit Under the Amended Plan, non-employee directors will be subject to a calendar year limit on compensation for such service equal to an aggregate maximum value of $700,000 per director (measured at the date of grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes).