DEF 14A of Super Micro Computer, Inc., Mar 3, 2026

DEF 14A of Super Micro Computer, Inc.

Filed Mar 3, 2026 · FY20250001375365-26-000008

Open on EDGAR

  1. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS

  2. Composition of the Board

    Composition of the Board The authorized number of directors of the Company as of the date of this Proxy Statement is nine. There are currently nine directors. Our Amended and Restated Certificate of Incorporation, 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 of Directors, at its option, may reduce the number of directors, provided that no decrease in the number of directors constituting the Board of Directors 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 I directors will expire. The Board’s nominees for the three Class I directors are Charles Liang, Tally Liu and Sherman Tuan. Mr. Liang, Mr. Liu and Mr. Tuan 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. Liang, Mr. Liu and Mr. Tuan. Proxies may not be voted for more than three Class I directors. Assuming a quorum is present, the three director nominees who receive the highest number of the votes cast by the stockholders entitled to vote at the election will be elected as Class I directors. There are no other nominees for Class I directors. In the event that a nominee is unable or unwilling to serve, the 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 I 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 (68) | I | Director Nominee; If elected, Annual General Meeting following fiscal year 2028 | | | | | Sherman Tuan (72) | I | Director Nominee; If elected, Annual General Meeting following fiscal year 2028 | | Member | Member | | Tally Liu (75) | I | Director Nominee; If elected, Annual General Meeting following fiscal year 2028 | Chair | Member | | | Scott Angel (67) | II | Annual General Meeting following fiscal year 2026 | Member | | | | Judy Lin (72) | II | Annual General Meeting following fiscal year 2026 | | | Chair | | Sara Liu (64) | II | Annual General Meeting following fiscal year 2026 | | | | | Yih-Shyan (Wally) Liaw (71) | II | Annual General Meeting following fiscal year 2026 | | | | | Robert Blair (78) | III | Annual General Meeting following fiscal year 2027 | Member | | Member | | Susan Mogensen (Susie Giordano) (56) | III | Annual General Meeting following fiscal year 2027 | | Chair | |

  6. Composition of the Board

    ______________________ (1)Ages are as of January 31, 2026.

  7. Class I Directors - Nominees for Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2028

    Class I Directors - Nominees for Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2028 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 founded PurpleComm, Inc. (doing business as 9x9.tv), a platform for connected TV, where he served as Chief Executive Officer from January 2005 to January 2018 and Chairman of the Board from June 2003 to January 2018. From September 1999 to May 2002, he was a director of Metromedia Fiber Network, Inc., a fiber optical networking infrastructure provider, Mr. Tuan was also a 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.

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

    Class II Directors - 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 financial 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, in connection with a restructuring of our sales organization as part of our remediation of material weaknesses in our internal control over financial reporting. Mr. Liaw retired in February 2018 until June 2020, when he was named 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 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 corporate secretary and 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 businesses.

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

    Compensation Philosophy and Objectives—Continuing Improvement of Performance-Based Compensation Arrangements Our executive compensation philosophy is to link a significant portion of NEO compensation to corporate performance using components such as performance-based RSUs (“PRSUs”) and stock options and reduce our reliance on fixed compensation such as base salary in the form of cash (“Base Salary”), fixed bonus (“Fixed Bonus”), and stock grants with only time-based vesting. During fiscal year 2025, such efforts (which began in the fiscal year ended June 30, 2021 (“fiscal year 2021”)) continued. For our CEO, his salary remained at $1.00 per annum, and he was not granted any additional equity awards. His compensation consisted primarily of the opportunity to earn additional tranches of the performance-based option granted to him under the 2023 CEO Performance Award during fiscal 2024. With respect to our NEOs besides our CEO (the “Other NEOs”), we again implemented performance-based plan with defined performance metrics (“key performance indicators” or “KPIs”) similar to the plans which we utilized for prior fiscal years. As a result, for fiscal year 2025, our Other NEOs each had a performance program (the “FY2025 Performance Program for Other NEOs”) as described further below. The KPI measures for the performance programs for our Other NEOs for fiscal year 2024 were originally approved by the Compensation Committee in January 2024, and these same measures were retained for fiscal year 2025. See “FY2025 Performance Program for Other NEOs” below for more specific information about the design and operation of the FY2025 Performance Program for Other NEOs. With respect to our CEO, Mr. Liang, fiscal year 2025 was the second year of evaluating and monitoring the results of performance-based compensation arrangements made with Mr. Liang in November 2023, during fiscal year 2024 (the “2023 CEO Performance Award”). Since March 2021, when he was granted a performance-based option (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 $1.00 per annum 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 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)), and is comprised of five tranches that vested 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. At the beginning of fiscal year 2025, all five tranches under the 2021 CEO Performance Award had already vested. As of January 31, 2026, Mr. Liang had not exercised any portion of the 2021 CEO Performance Award. 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 on the date of grant ($29.39)), 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 we achieve certain specified revenue goals (ranging from $13.0 billion to $21.0 billion in revenue over four consecutive fiscal quarters). 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, Mr. Liang agreed that he would continue to receive only a de minimis salary of $1.00 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. Under the 2021 CEO Performance Award, such restriction period ran through just June 30, 2026. Similar to the 2021 CEO Performance Award, Mr. Liang must also remain as our CEO (or such other position with us 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 us over the long term. In summary, since fiscal year 2021 and for each of fiscal years 2022, 2023, 2024, and 2025, 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 and his 2023 CEO Performance Award. To fully achieve the performance goals of the 2023 CEO Performance Award, our revenue had to increase to $21.0 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). The $21.0 billion revenue goal was achieved in the third quarter of fiscal year 2025 and was certified by the Compensation Committee as achieved on August 26, 2025. Based upon the sixty-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. As of the end of fiscal year 2025, all five revenue goals under the 2023 CEO Performance Award had been achieved. The fifth stock price goal has not been achieved, so even though the fifth revenue goal of $21.0 billion has been achieved, the fifth tranche of the 2023 CEO Performance Award has not vested, with the result that 4,000,000 of the 5,000,000 shares subject to the 2023 CEO Performance Award have vested.

  11. Process Overview

    Process Overview The Compensation Committee discharges the Board’s responsibilities relating to compensation of all of our executive officers. At the end of fiscal year 2025, the Compensation Committee was comprised of three non-employee directors. All of the directors who served on the Compensation Committee during fiscal year 2025 were independent pursuant to the applicable listing rules of Nasdaq. The agenda for meetings is determined by the Chair of the Compensation Committee with the assistance of our Chief Financial Officer and General Counsel. Committee meetings are regularly attended by our Chief Financial Officer and our General Counsel. However, during the meetings, 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. Because he is not an executive officer, the Compensation Committee does not consider the performance or compensation of our General Counsel. Our Chief Financial Officer and General Counsel support the Compensation Committee 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 2025, 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 Consulting Group, Inc. (“Aon”) from a sample of public companies selected by us, with input on the selection of this sample from Aon. For fiscal year 2025, the peer group selected consisted of the following 22 companies (the “FY2025 Peer Group”):

  12. Process Overview

    The prior peer group, which was developed for fiscal year 2024 (the “FY2024 Peer Group”), consisted of 18 companies. Companies selected for both of FY2025 Peer Group and the FY2024 Peer Group include 9 companies: ON Semiconductor Corporation, Juniper Networks, Keysight Technologies, Marvell Technology, Microchip Technology, NetApp, Inc, Seagate Technology Holdings plc, Toast, Inc, and Teledyne Technologies. Companies added to the FY2025 Peer Group which were not in the FY2024 Peer Group include 13 companies: CDW Corporation, Corning Inc., Electronic Arts Inc., Hewlett Packard Enterprise Company, HP Inc., Jabil Inc., KLA Corporation, Lam Research, Micron Technology, Sanmina Corporation, TE Connectivity, Workday, Inc., and Western Digital Corporation. Companies which are not included in the FY2025 Peer Group but which were in the FY2024 Peer Group include 9 companies: Akamai Technologies, Ciena, F5, Gen Digital, Pure Storage, Splunk, Trimble, Twillio, and Zebra Technologies. Factors utilized by the Compensation Committee in evaluating peer companies for the FY2025 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 our growth between fiscal year 2024 and fiscal year 2025 in each of the relevant factors of Employee Data, Financial Data, Market Data, and TSR Data, a significant change in peer group composition between fiscal year 2024 and fiscal year 2025 (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 2025 a report prepared by Aon in February 2025, and a similar report prepared by Aon during fiscal year 2024. 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. The Compensation Committee noted that Aon had provided director and executive compensation services to us for fiscal year 2025 for fees of approximately $131,000.

  13. Key Fiscal Year 2025 Executive Compensation Decisions and Actions

    Key Fiscal Year 2025 Executive Compensation Decisions and Actions Key fiscal year 2025 executive compensation decisions and actions included the following: •As a part of its philosophy to link compensation to corporate performance, on January 23, 2024, after consultations with our CEO and consideration of such other factors as the Compensation Committee considered appropriate (including input received from the Compensation Committee’s compensation consultant and an executive compensation study described above), the Compensation Committee approved an executive compensation program for fiscal year 2024 for our three Other NEOs -- Mr. Weigand (the “CFO Compensation Program”), Mr. Clegg (the “SVP Sales Compensation Program”), and Mr. Kao (the “SVP Operations Compensation Program”). During fiscal year 2025, the Compensation Committee reviewed the fiscal year 2024 program, determined no changes were necessary to the program for fiscal year 2025, and therefore retained that program as the FY2025 Performance Program for Other NEOs. •Similar to the structure of such performance program for the participating Other NEOs utilized in the prior fiscal year, the FY2025 Performance Program for Other NEOs utilized Base Salary and Fixed Bonus components, as well as a performance-based annual incentive award, which is payable in the form of service-based RSUs that generally vest over a period of four years and cash. The performance-based annual incentive award continues to have each of the following features: ◦Primarily formula-based; ◦Utilizes company performance metrics that are individualized based upon the role of the officer; and ◦Utilizes company performance metrics tied closely to stockholder value, including percentage appreciation in stock price from the prior fiscal year and percentage increase in worldwide revenue from the prior fiscal year. See “FY2025 Performance Program for Other NEOs” below for more information. •The FY2025 Performance Program for Other NEOs included the following elements: ◦For Mr. Weigand, the three KPIs included in his program were a stock price increase KPI, a long-term investor increase KPI and a worldwide revenue growth KPI. The first two of these three KPIs were given double weight; the third KPI was given single weight. These weightings are consistent with the weightings for Mr. Weigand’s program for fiscal year 2024. In addition, the Compensation Committee decided to leave unchanged the Fixed Bonus component for Mr. Weigand at 30% of his Base Salary for fiscal year 2025 (at the annual rate in place at the start of fiscal year 2025). ◦For Mr. Clegg, five KPIs were included in his program, with varying weights as follows: Worldwide Revenue Growth (4x weighting), Top 3,000 Customer Growth (2x weighting), Inventory (4x weighting), Top 300 Customer Growth (1x weighting) and Stock Price Increase (1x weighting). These KPIs, and their relative weightings, were consistent with the KPIs and weighting in Mr. Clegg’s 2024 program. In addition, the Compensation Committee decided to leave unchanged the Fixed Bonus component for Mr. Clegg at 20% of his Base Salary for fiscal year 2025 (at the annual rate in place at the start of fiscal year 2025). ◦For Mr. Kao, two KPIs were included in his program, each with equal weight: Worldwide Revenue Growth and Stock Price Increase. These KPIs, and their relative weightings, were consistent with the KPIs and weighting in Mr. Kao’s 2024 program. In addition, the Compensation Committee decided to leave unchanged the Fixed Bonus component for Mr. Kao at 16% of his Base Salary for fiscal year 2025 (at the annual rate in place at the start of fiscal year 2025). •The prior year’s performance program for Other NEOs utilized a compensation adjustment factor (the “Compensation Adjustment Factor”), and the Compensation Committee elected to retain this element for the FY2025 Performance Program for Other NEOs. While the Compensation Adjustment Factor is 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, our performance 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 June 28, 2024 (the last trading day of fiscal year 2024), our closing stock price was $81.94; and on June 30, 2025 (the last day of fiscal year 2025), our closing price was $49.01. The Compensation Committee believes 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. •Based on effective base salaries and the Compensation Committee’s review and certification of actual performance (as described further below) under the FY2025 Performance Program for Other NEOs for fiscal year 2025: ◦Mr. Weigand received a Fixed Bonus amount of $164,105 paid in semi-monthly installments during fiscal year 2025, and based on performance against fiscal year 2025 goals earned a cash payment of $55,638 and earned an aggregate grant of $222,553 in RSUs. These RSUs generally vest in annual installments over four years from July 1, 2025; ◦Mr. Clegg received a Fixed Bonus amount of $90,616 paid in semi-monthly installments during fiscal year 2025, and based on performance against fiscal year 2025 goals earned a cash payment of $139,534 and earned an aggregate grant of $139,534 in RSUs. These RSUs generally vest in annual installments over four years from July 1, 2025; and ◦Mr. Kao received a Fixed Bonus amount of $65,864 paid in semi-monthly installments during fiscal year 2025, and based on performance against fiscal year 2025 goals earned a cash payment of $58,851 and earned an aggregate grant of $58,851 in RSUs. These RSUs generally vest in annual installments over four years from July 1, 2025. •Base salaries were also adjusted during fiscal year 2025, effective as of January 1, 2025, to enhance retention value for key personnel, including our Other NEOs and in recognition that base salaries for our Other NEOs likely remained at the lower end of the market, even after adjustments that were made during fiscal year 2024.

  14. Fixed Bonus Component

    Fixed Bonus Component Under the FY2025 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 FY2025 Performance Program for Other NEOs for their continued achievements and contributions for us. The Fixed Bonus percentage of Base Salary for fiscal year 2025 was 30% for Mr. Weigand and 20% for Mr. Clegg, which percentages remained unchanged between fiscal year 2024 and fiscal year 2025 for such NEOs. 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. The Compensation Committee decided to leave unchanged the Fixed Bonus component for Mr. Kao at 16% of his Base Salary for fiscal year 2025. The Compensation Committee decided to retain the Fixed Bonus component for the FY2025 Performance Program for Other NEOs because the Committee believed the aggregate total cash compensation for the other NEOs was likely to still be less than the market 50th percentile for comparable positions. The following table sets forth the total amount of Fixed Bonus received by the Other NEOs for fiscal year 2025:

  15. Fixed Bonus Component

    | Name | Principal Position During Fiscal Year 2025 | Fiscal Year 2025 Fixed Bonus Received | | David Weigand | Senior Vice President, Chief Financial Officer and Chief Compliance Officer | $164,105(1) | | Don Clegg | Senior Vice President, Worldwide Sales | $90,616(2) | | George Kao | Former Senior Vice President, Operations | $65,864(3) |

  16. Fixed Bonus Component

    (1)For Mr. Weigand, the Fixed Bonus paid from July 1, 2024 to June 30, 2025 was determined based upon a Base Salary of $547,017, which was his annual salary rate as of July 1, 2024. (2)For Mr. Clegg, the Fixed Bonus paid from July 1, 2024 to June 30, 2025 was determined based upon a Base Salary of $453,078, which was his annual salary rate as of July 1, 2024. (3)For Mr. Kao, the Fixed Bonus paid from July 1, 2024 to June 30, 2025 was determined based upon a Base Salary of $411,649, which was his annual salary rate as of July 1, 2024.

  17. Performance Incentive Award

    Performance Incentive Award Description of Performance Incentive Award. Under the Performance Incentive Award portion of the FY2025 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 our 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 2025 was set at 10% of Base Salary for Messrs. Weigand and Clegg, and at 8% of Base Salary for Mr. Kao. • 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 2025 were based upon: •Percentage appreciation in Company stock price from June 30, 2024 to June 30, 2025, 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; •Percentage increase in number of long-term investors of us from June 30, 2024 to June 30, 2025, 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 •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. ◦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 2025 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 are defined as either (1) a new long-term investor with at least 1,000,000 shares (which represents approximately 0.2% of the total number of shares outstanding) added during fiscal year 2025 or (2) an existing long-term investor who had increased its holdings by at least 50% during fiscal year 2025; 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 2025 are based upon: •Increase in number of our internally measured top 3,000 customers (“Top 3,000 Customers”) from June 30, 2024 to June 30, 2025. 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 2025. *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; •Percentage increase in the number of our internally measured top 300 customers (“Top 300 Customers”) from June 30, 2024 to June 30, 2025. For these purposes, new Top 300 Customers are also identified based upon new customer accounts which were set up in our internal accounting system during fiscal year 2025. *Such KPI is “single weighted,” meaning that such percentage is then used in the calculation of the aggregate Multiple as described above. •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. •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 2024 by slow moving and excess and obsolete inventory for fiscal year 2025, and subtracting 1.00 from such quotient; *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 •Percentage appreciation in Company stock price from June 30, 2024 to June 30, 2025, 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. ◦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 2025 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor. See “- Key Fiscal Year 2025 Executive Compensation Decisions and Actions” above for additional discussion of the two new KPIs for Mr. Clegg in fiscal year 2025. ◦For Mr. Kao, the KPIs for fiscal year 2025 are based upon: •Percentage appreciation in Company stock price from June 30, 2024 to June 30, 2025, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple; and

  18. Performance Incentive Award

    *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 •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. ◦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 2025 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 is determined by applying 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, us through such Grant Date. 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 sixty-trading day average closing stock price of our common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU, and subject to (for purposes of administration of shares available under the 2020 Plan) a maximum cap at a level unlikely to be earned). Measurement of Fiscal Year 2025 Performance against the Performance Incentive Award. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2025 performance for Mr. Weigand:

  19. Performance Incentive Award

    | Performance Measure | Achievement | Weighting Factor | Final Weighted Score | | Stock Price Increase KPI | 0% (or 0)(1) | 2X | 0.00 | | Long-Term Investor Increase KPI | 21% (or 0.21)(2) | 2X | 0.42 | | Worldwide Revenue KPI | 47% (or 0.47)(3) | 1X | 0.47 | | Compensation Adjustment Factor | 4.00(4) | 1X | 4.00 | | Total Multiple | | | 4.89 | | Base Incentive Unit | | | $56,889.80 | | Final Earned Performance Incentive Award Value | | | $278,191 | | Performance Cash Payout Value (20%) | | | $55,638 | | PRSUs Payout Value (80%) | | | $222,553 | | Number of PRSUs Granted(5) | | | 4,656 |

  20. Performance Incentive Award

    (1)Our closing stock price on June 28, 2024 and June 30, 2025 (the last trading-day of the fiscal year) was $81.94 and $49.01, respectively. (2)Utilizing the definition of long-term investor specified above, it was determined the number of Long-Term Investors increased from 86 to 104 during fiscal year 2025. (3)In our consolidated financial statements, we recorded revenues of $15.0 billion and $22.0 billion for fiscal year 2024 and fiscal year 2025, respectively. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2025 performance for Mr. Clegg:

  21. Performance Incentive Award

    | Performance Measure | Achievement | Weighting Factor | Final Weighted Score | | Top 3,000 Customers KPI | 55% (or 0.55)(1) | 2X | 1.10 | | Top 300 Customers KPI | 100% (or 1.00)(2) | 1X | 1.00 | | Worldwide Revenue KPI | 47% (or 0.47)(3) | 4X | 1.88 | | Inventory KPI | 0% (or 0)(4) | 4X | 0.00 | | Stock Price Increase KPI | 0% (or 0)(5) | 1X | 0.00 | | Compensation Adjustment Factor | 2.00(6) | 1X | 2.00 | | Total Multiple | | | 5.98 | | Base Incentive Unit | | | $46,667.00 | | Final Earned Performance Incentive Award Value | | | $279,068 | | Performance Cash Payout Value (50%) | | | $139,534 | | PRSUs Payout Value (50%) | | | $139,534 | | Number of PRSUs Granted(7) | | | 2,919 |

  22. Performance Incentive Award

    (1)315 new customers were added in fiscal year 2025. (2)315 new customers were added in fiscal year 2025. (3)In our consolidated financial statements, we recorded revenues of $15.0 billion and $22.0 billion for fiscal year 2024 and fiscal year 2025, respectively. (4)The final weighted score for this performance measure was determined to be zero. In our consolidated financial statements, we recorded a $67.9 million increase in inventory reserve charges between fiscal year 2024 and fiscal year 2025. (5)Our closing stock price on June 28, 2024 and June 30, 2025 (the last trading-day of the fiscal year) was $81.94 and $49.01, respectively. (6)Based upon the CEO’s evaluation. (7)RSUs were granted on August 26, 2025 based on the average 60-trading day closing stock price of $47.80. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2025 performance for Mr. Kao:

  23. Performance Incentive Award

    | Performance Measure | Achievement | Weighting Factor | Final Weighted Score | | Stock Price Increase KPI | 0% (or 0)(1) | 1X | 0.00 | | Worldwide Revenue KPI | 47% (or 0.47)(2) | 1X | 0.47 | | Compensation Adjustment Factor | 3.00(3) | 1X | 3.00 | | Total Multiple | | | 3.47 | | Base Incentive Unit | | | $33,919.84 | | Final Earned Performance Incentive Award Value | | | $177,702 | | Performance Cash Payout Value (50%) | | | $58,851 | | PRSUs Payout Value (50%) | | | $58,851 | | Number of PRSUs Granted(4) | | | 1,231 |

  24. Performance Incentive Award

    (1)Our closing stock price on June 28, 2024 and June 30, 2025 (the last trading-day of the fiscal year) was $81.94 and $49.01, respectively. (2)In our consolidated financial statements, we recorded revenues of $15.0 billion and $22.0 billion for fiscal year 2024 and fiscal year 2025, respectively.

  25. Other Equity-Based Incentive Compensation

    Other Equity-Based Incentive Compensation While participants in the FY2025 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. For such Other NEOs participating in the FY2025 Performance Program for Other NEOs, 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 2025, the Compensation Committee approved awards of service-based stock options and RSUs to NEOs as outlined in the table below.

  26. Other Equity-Based Incentive Compensation

    | Name | Type of Award | Quantity (at Target) of Award | Rationale for Providing the Award | | David Weigand | RSUs(1) | 13,000 | Recognition grant | | | RSUs(2) | 11,964 | Performance grant | | Don Clegg | RSUs(1) | 6,000 | Recognition grant | | | RSUs(2) | 7,542 | Performance grant | | George Kao | RSUs(1) | 5,000 | Recognition grant | | | RSUs(3) | 14,683 | Refresh grant | | | Stock Options(4) | 32,629 | Refresh grant | | | RSUs(2) | 2,412 | Performance grant |

  27. Other Equity-Based Incentive Compensation

    (1)The grants made on October 30, 2024 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 included these same NEOs in connection with other broad-based special recognition rewards. The vesting schedule, however, for Messrs. Weigand, Clegg, and Kao was 100% vested on October 30, 2025 whereas other employees’ vested 50% of the award on February 10, 2025, and 50% on August 10, 2025, and were intended to recognize and currently reward our general assessment of awardees’ recent collective achievement for and contributions for us. The CEO made the recommendation on size of grants for the Other NEOs to the Compensation Committee based on his subjective assessment of their contributions for us. For context, Company-wide, an aggregate of 1,670,690 RSUs were granted in connection with this special recognition grant to approximately 1,688 employees, with awards ranging in sizes up to a maximum of 28,000 units. The average award was for 990 RSUs, and (based upon the recommendation of the CEO) an aggregate of 5 employees received awards of 10,000 RSUs or more. (2)These RSUs were earned by Messrs. Weigand, Clegg and Kao as payouts pursuant to their Performance Incentive Awards under the FY2024 performance program. See the CD&A discussion in the Proxy Statement for our annual meeting of shareholders held on June 4, 2025 for additional information. The RSUs were granted on February 27, 2025, and vest at an annual rate of 25% per year commencing July 1, 2025, with the final installment vesting on July 1, 2028. (3)These RSUs were part of Mr. Kao’s regular periodic refresh grant cycle and were granted on October 30, 2024. These RSUs generally vest at the rate of 25% of the total number of units on November 10, 2025, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter. (4)These stock options were part of Mr. Kao’s regular periodic refresh grant cycle and were granted on November 8, 2024 with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($24.52). Subject generally to Mr. Kao’s continued service, these stock options vest and become exercisable at the rate of 25% of the shares on November 8, 2025, and then an additional 1/16th of the shares at the end of each successive calendar quarter thereafter. The size of this stock option grant was determined based upon the recommendation of Mr. Liang, which was reviewed and approved by the Compensation Committee.

  28. Policies and Practices Regarding the Grant of Equity Awards

    Policies and Practices Regarding the Grant of Equity Awards The Compensation Committee generally holds regular quarterly meetings (which are typically held after the completion of a fiscal quarter and shortly before the Company announces its results for the just completed fiscal quarter (each, a “Regular Quarterly Meeting”)), and at such meeting the Committee considers and approves stock options and other equity-based awards, including relevant terms such as the effective date of the grant. In addition, the Compensation Committee may grant stock options and other equity-based awards 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 Compensation Committee in the following circumstances: 1.Initial and Biennial awards: Eligible employees (including our NEOs) receive equity-based awards (which may include stock options) in connection with their commencement of service with us or when a change in status occurs enabling such employee to become eligible to receive equity-based awards. Proposed 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 date the change in such employee’s status occurs. Thereafter, such employee would generally be eligible to receive a refresh equity-based award (which may include stock options) at the biennial Regular Quarterly Meeting following the date of the first award (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”). See “Director Compensation” for additional discussion with respect to our non-employee director compensation program. b.The grant of equity awards earned under the performance program for an 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 NEO 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. 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 special recognition bonuses or for the hiring or retention of a high-value employee. The Company’s Insider Trading Policy provides for a trading window (the “Trading Window”) which 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 second month of a fiscal quarter (i.e., the last day of August, November, February and May). Our Insider Trading Policy prohibits our directors, executive officers, employees and 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 Compensation Committee has generally set the grant date of options awarded to NEOs for Initial and Biennial Awards to be the first full trading day occurring after the next opening of the Trading Window, with the exercise price of the options to be equal to the closing price of our common stock on the grant date. During fiscal year 2025, Mr. Kao received Biennial Awards as refresh grants that included both stock options and RSUs. The awards were approved at the October 30, 2024 Quarterly Meeting, and became effective on November 8, 2024, the first full trading day after the Trading Window was opened on November 7, 2024, following the Company’s disclosure on November 5, 2024 of its preliminary results for the first fiscal quarter ended on September 30, 2024. On November 13, 2024, we filed a Form NT 10-Q disclosing that we would not be able to file timely our Quarterly Report on Form 10-Q for the first fiscal quarter ended September 30, 2024. We subsequently filed that report, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and our Quarterly Report on Form 10-Q for our second fiscal quarter ended December 31, 2024, on February 25, 2025. During fiscal year 2025, 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:

  29. 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 | N/A | N/A | N/A | N/A | N/A | | Don Clegg | N/A | N/A | N/A | N/A | N/A | | George Kao | 11/8/2024 | 32,629 | $24.52 | $15.66(1) | (17.0)%(2) |

  30. Policies and Practices Regarding the Grant of Equity Awards

    (1)The amount disclosed represents the grant date fair value of the stock option award calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model. Assumptions used in the calculation of this amount 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 2025 included in the Annual Report on Form 10-K. (2)Represents the percentage decrease in the market price of our common stock between (x) November 12, 2024 (the trading day ending immediately prior to November 13, 2024, which was the day we filed a Form NT 10-Q disclosing that we would not be able to file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 on a timely basis) and (y) November 14, 2024 (the trading day immediately following November 13, 2024).

  31. Other Benefits

    Other Benefits Health and Welfare Benefits. Our NEOs receive the same health and welfare benefits as we offer 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 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. Mr. Kao retired on December 31, 2025, and, as part of his departure, we entered into an Independent Contractor Agreement with him pursuant to which he serves as a consultant to us for a three-month term at $10,000 per month. 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 2025 Potential Payments Upon Termination or Change of Control.” Both the 2021 CEO Performance Award and 2023 CEO Performance Award have certain provisions related to the treatment of such award in the event of a change of control of our Company. 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.

  32. FISCAL YEAR 2025 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 | 2025 | 1 | — | — | — | — | 441 | 442 | | | 2024 | 1 | — | — | 28,094,976 | — | 250 | 28,095,227 | | | 2023 | 1 | — | — | — | — | — | 1 | | David Weigand Senior Vice President, Chief Financial Officer and Chief Compliance Officer | 2025 | 557,958 | 180,979 | 1,166,317 | — | 55,638 | 441 | 1,961,333 | | | 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 | | Don Clegg Senior Vice President, Worldwide Sales | 2025 | 426,474 | 109,384 | 661,883 | — | 139,534 | 441 | 1,337,716 | | | 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 | | George Kao Former Senior Vice President, Operations | 2025 | 417,823 | 69,822 | 813,363 | 510,915 | 58,851 | 541 | 1,871,315 | | | 2024 | 407,691 | 68,823 | 343,181 | — | 88,751 | 250 | 908,696 | | | 2023 | 394,813 | 14,362 | 322,566 | 269,815 | — | — | 1,001,556 |

  33. Fiscal Year 2025 Grants of Plan-Based Awards

    Fiscal Year 2025 Grants of Plan-Based Awards The following table provides information concerning all plan-based awards granted during fiscal year 2025 to each of our NEOs, which grants were made under the 2020 Plan.

  34. FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE

  35. FISCAL YEAR 2025 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 (#) | | | | | | | David Weigand | 10/30/2024 | — | — | — | — | — | — | 13,000 | — | — | | 429,910 | | | 2/27/2025 | — | — | — | — | — | — | 11,964 | — | — | | 513,854 | | | 8/26/2025 | 11,378 | (2) | — | — | — | — | — | — | — | | — | | | 8/26/2025 | — | — | — | (2) | (2) | (2) | — | — | — | | 222,553 | | Don Clegg | 10/30/2024 | — | — | — | — | — | — | 6,000 | — | — | — | 198,420 | | | 2/27/2025 | — | — | — | — | — | — | 7,542 | — | — | | 323,929 | | | 8/26/2025 | 23,334 | (2) | — | — | — | — | — | — | — | | — | | | 8/26/2025 | — | — | — | (2) | (2) | (2) | — | — | — | | 139,534 | | George Kao | 10/30/2024 | — | — | — | — | — | — | 5,000 | — | — | | 165,350 | | | 10/30/2024 | — | — | — | — | — | — | 14,683 | — | — | | 485,567 | | | 11/08/2024 | — | — | — | — | — | — | — | 32,629 | 24.52 | | 510,915 | | | 2/27/2025 | — | — | — | — | — | — | 2,412 | — | — | | 103,595 | | | 8/26/2025 | 16,960 | (2) | — | — | — | — | — | — | — | | — | | | 8/26/2025 | — | — | — | (2) | (2) | (2) | — | — | — | | 58,851 |

  36. FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Amounts disclosed in this column represent the fair value of the RSU and stock option awards as of the date of grant or award opportunity computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. (2)As further described in CD&A, each of Messrs. Weigand, Clegg and Kao received a Performance Incentive Award for fiscal year 2025 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, 2025. 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 actual amount of the award was equal to $56,890 for Mr. Weigand, $46,667 for Mr. Clegg, and $33,920 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 2025 Summary Compensation Table, and the fair values of the RSU portions disclosed in this table are included in the “Stock Awards” column of the Fiscal Year 2025 Summary Compensation Table. The actual PRSUs earned by Messrs. Weigand, Clegg and Kao for their Performance Incentive Awards were granted in August 2025, as disclosed in CD&A above. Grants made in fiscal year 2025 are described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement. More information concerning the terms of the employment arrangements, if applicable, in effect with our named executive officers during fiscal year 2025 is provided under “Employment Arrangements, Severance and Change of Control Benefits.”

  37. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information concerning the outstanding equity-based awards as of June 30, 2025, held by our NEOs.

  38. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

  39. OUTSTANDING EQUITY AWARDS AT 2025 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 | 1,300,000 | — | — | 2.70 | 8/2/2027 | — | — | — | — | | | 10,000,000 | — | — | 4.50 | 3/2/2031 | — | — | — | — | | | 4,000,000 | — | 1,000,000(2) | 45.00 | 11/14/2033 | — | — | — | — | | David Weigand | 10,000 | — | — | 3.03 | 8/4/2030 | — | — | — | — | | | 75,000 | — | — | 5.30 | 5/5/2032 | — | — | — | — | | | 35,630 | 23,750(3) | — | 5.30 | 5/5/2032 | — | — | — | — | | | 112,500 | 18,750(4) | — | 25.44 | 8/11/2033 | — | — | — | — | | | 15,630 | 46,920(5) | — | 78.27 | 5/3/2034 | — | — | — | — | | | — | — | — | — | — | 10,700(6) | 524,407 | — | — | | | — | — | — | — | — | 18,760(7) | 919,428 | — | — | | | — | — | — | — | — | 15,340(8) | 751,813 | — | — | | | — | — | — | — | — | 3,240(8) | 158,792 | — | — | | | — | — | — | — | — | 17,830(9) | 873,848 | — | — | | | — | — | — | — | — | 13,000(10) | 637,130 | — | — | | | — | — | — | — | — | 11,964(11) | 586,356 | — | — | | Don Clegg | 15,000 | — | — | 3.03 | 8/4/2030 | — | — | — | — | | | 27,220 | 9,080(3) | — | 5.30 | 5/5/2032 | — | — | — | — | | | 13,550 | 40,660(5) | — | 78.27 | 5/3/2034 | — | — | — | — | | | — | — | — | — | — | 4,080(6) | 199,961 | — | — | | | — | — | — | — | — | 15,920 | 780,239 | — | — | | | — | — | — | — | — | 2,400 | 117,624 | — | — | | | — | — | — | — | — | 1,980 | 97,040 | — | — | | | — | — | — | — | — | 15,450 | 757,205 | — | — | | | — | — | — | — | — | 6,000 | 294,060 | — | — | | | — | — | — | — | | 7,542 | 369,633 | — | — | | George Kao | 120,000 | — | — | 2.70 | 8/2/2027 | — | — | — | — | | | 15,600 | — | — | 2.04 | 3/27/2030 | — | — | — | — | | | 12,100 | — | — | 2.37 | 10/27/2030 | — | — | — | — | | | 40,620 | 24,380(12) | — | 7.66 | 11/4/2032 | — | — | — | — | | | — | 32,629(13) | — | 24.52 | 11/8/2034 | — | — | — | — | | | — | — | — | — | — | 11,000(14) | 539,110 | — | — | | | — | — | — | — | — | 5,000(10) | 245,050 | — | — | | | — | — | — | — | — | 14,683(15) | 719,614 | — | — | | | — | — | — | — | — | 2,412(11) | 118,212 | — | — |

  40. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    (1)Represents the closing stock price per share of our common stock as of June 30, 2025 ($49.01) multiplied by the number of shares underlying RSUs that had not vested as of June 30, 2025. (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 vest in tranches of 1,000,000 shares each only when coordinating Stock Price Goals and Revenue Goals are achieved. As of June 30, 2025, the first four tranches (4,000,000 shares) had vested, but the fifth tranche (1,000,000) had not. For more detail, see the discussion of the 2023 CEO Performance Award in the Compensation Discussion and Analysis section 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 vests and becomes 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 at 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)The RSUs will be fully vested on October 30, 2025. (11)The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2025, such that the RSUs will be fully vested on July 1, 2028. (12)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. (13)These incentive and nonqualified stock options vest at the rate of 25% on November 8, 2025 and 1/16th per quarter thereafter, such that the granted options will be fully vested on November 8, 2028. (14)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. (15)The RSUs vest at the rate of 25% on November 10, 2025 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 10, 2028.

  41. Fiscal Year 2025 Option Exercises and Stock Vested

    Fiscal Year 2025 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 2025.

  42. FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE

  43. FISCAL YEAR 2025 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 | 1,667,500 | 49,296,303 | — | — | | David Weigand | — | — | 32,230 | 1,857,589 | | Don Clegg | — | — | 18,660 | 1,083,803 | | George Kao | 28,400 | 1,225,887 | 10,360 | 389,168 |

  44. FISCAL YEAR 2025 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 number of shares vested.

  45. Fiscal Year 2025 Pension Benefits and Nonqualified Deferred Compensation

    Fiscal Year 2025 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 2025 are omitted from this Proxy Statement.

  46. Fiscal Year 2025 Potential Payments Upon Termination or Change of Control

    Fiscal Year 2025 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 2025 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, our stock option agreements generally provide vested options that may be exercised for three months after termination of service, one year after termination of service for disability, and one year 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 four tranches consisting of options for 4,000,000 shares under the 2023 CEO Performance Award have vested as of June 30, 2025. The exercise price under the 2023 CEO Performance Award is $45.00. Based on the closing price of $49.01 on June 30, 2025, the intrinsic value of these vested options for 4,000,000 shares would have been approximately $16.0 million on June 30, 2025.

  47. Fiscal Year 2025 CEO Pay Ratio

    Fiscal Year 2025 CEO Pay Ratio For fiscal year 2025, the ratio of the annual total compensation of Mr. Liang, our CEO (“2025 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 (“2025 Median Annual Compensation”), was 0.16 to 1. For purposes of this pay ratio disclosure, 2025 CEO Compensation was determined to be $13,518, which represents the total compensation reported for Mr. Liang under the “Fiscal Year 2025 Summary Compensation Table,” plus our contribution to certain non-discriminatory group health and welfare benefits provided to Mr. Liang. 2025 Median Annual Compensation for the identified median employee was determined to be $86,832 which also includes our contribution to the same non-discriminatory group health and welfare benefits provided to the median employee. 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 us and our consolidated subsidiaries. We also included all 2,609 full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries in the Netherlands and Taiwan. We excluded independent contractors and “leased” workers. We also excluded all our employees in certain 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 the 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 reviewed compensation for the period beginning on July 1, 2023 and ending on the Determination Date. We had 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 our 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 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. In calculating our Chief Executive Officer pay ratio for fiscal year 2025, we did not go through a renewal of the process (described above) of identifying a median employee as was conducted for fiscal year 2024. This is because we believe that there has been no change in our employee population or employee compensation arrangements during fiscal year 2025 that would result in a significant change to our CEO pay ratio disclosure. We continued to use the same identified Median Employee from fiscal year 2024 for fiscal year 2025.

  48. 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 2025 for this Proxy Statement’s NEOs, as well as compensation for fiscal years 2024, 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, 2024 and 2025, 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 FY2025, 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 FY2025.

  49. FY2025 Pay Versus Performance Table

    FY2025 Pay Versus Performance Table

  50. FY2025 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 | | 2025 | $442 | $(190,338,364) | $1,723,455 | $(3,417,671) | $1,726.31 | $276.13 | $1,049 | $21,972 | | 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 |

  51. FY2025 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 FY2025, 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 2025 Summary Compensation Table” for FY2025, 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:

  52. FY2025 Pay Versus Performance Table

    | | FY2025 | | FY2024 | | FY2023 | | FY2022 | | FY2021 | | | | PEO ($) | Average for Non-PEO NEO ($) | PEO ($) | Average for Non-PEO NEO ($) | PEO ($) | Average for Non-PEO NEO ($) | PEO ($) | Average for Non-PEO NEO ($) | PEO ($) | Average for Non-PEO NEO ($) | | Summary Compensation Table ("SCT") Total | $442 | $1,723,455 | $28,095,227 | $5,407,088 | $1 | $1,296,195 | $1 | $1,227,705 | $18,098,671 | $738,978 | | Pension Benefits Changes | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | - Grant Date Fair Value of Stock Awards from SCT | $— | $880,521 | $— | $(2,031,800) | $— | $(558,490) | $— | $(179,019) | $— | $(144,471) | | - Grant Date Fair Value of Option Awards from SCT | $— | $170,305 | $(28,094,976) | $(2,626,330) | $— | $(89,938) | $— | $(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 | $— | $1,409,314 | $303,930,000 | $6,212,734 | $— | $1,619,698 | $— | $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 | $(30,850,000) | $(2,795,635) | $— | $4,082,102 | $78,971,740 | $2,496,442 | $3,672,047 | $28,175 | $— | $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 | $(159,488,806) | $(2,703,980) | $105,492,813 | $2,897,653 | $13,151,912 | $455,744 | $— | $40,173 | $9,839 | $99,189 | | + Vesting Date Fair Value of Awards Granted in Covered Year and Vested in Covered Year | $— | $— | $— | $1,728,065 | $— | $215,395 | $— | $— | $— | $28,287 | | - Prior Covered Year-End Fair Value of Awards Forfeited During Covered Year | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | + Value of Dividend Equivalents Not Already Included in Covered Year CAP | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Compensation Actually Paid | $(190,338,364) | $(3,417,671) | $409,423,064 | $15,669,511 | $92,123,653 | $5,435,046 | $3,672,048 | $1,076,822 | $20,489,151 | $714,065 |

  53. FY2025 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 2025 Summary Compensation Table” and our Summary Compensation Tables for fiscal years 2025, 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 2025 CEO Compensation - Discussion and Analysis of 2021 CEO Performance Award” and “Executive Compensation - Compensation Discussion and Analysis - Fiscal Year 2025 CEO Compensation - Discussion and Analysis of 2024 CEO Performance Award” for more information on the applicable calculations.

  54. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  55. 2025 Director Compensation

    2025 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 2025. 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 (the “Excess Meeting Fee”), provided that notice of the meeting was properly given, a quorum was present, and the meeting was recorded (“Excess Meetings”). For purposes of calculating the respective Excess Meeting Fee payouts, non-employee directors only receive credit for one Excess Meeting per day. Based on this calculation method, during fiscal year 2025, Mr. Fairfax attended 77 Excess Meetings, Ms. Giordano attended 20 Excess Meetings, Mr. Liu attended 80 Excess Meetings, Mr. Tuan attended 32 Excess meetings, Ms. Lin attended 72 Excess Meetings, Mr. Angel attended 8 Excess Meetings, and Mr. Blair attended 76 Excess Meetings. Mr. Fairfax did not stand for reelection to the Board at the Annual Meeting of Shareholders held on June 4, 2025, on which date his service as a director ended. 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.

  56. 2025 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 2025 certain information with respect to the compensation of all our non-employee directors who served in such capacities during fiscal year 2025:

  57. FISCAL YEAR 2025 DIRECTOR COMPENSATION(1)

    FISCAL YEAR 2025 DIRECTOR COMPENSATION(1)

  58. FISCAL YEAR 2025 DIRECTOR COMPENSATION(1)

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Daniel Fairfax(4) | 212,695 | 160,768 | — | — | 373,463 | | Judy Lin | 210,827 | 80,384 | 127,436 | — | 418,647 | | Robert Blair | 216,375 | 80,384 | 127,436 | — | 424,195 | | Sherman Tuan | 129,385 | 160,768 | — | — | 290,153 | | Tally Liu | 240,000 | 112,468 | 154,900 | — | 507,368 | | Susan Mogensen (Susie Giordano)(5) | 76,894 | 166,503 | — | — | 243,397 | | Scott Angel(6) | 18,340 | 53,487 | — | — | 71,827 |

  59. FISCAL YEAR 2025 DIRECTOR COMPENSATION(1)

    (1)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 2025. (2)The dollar amounts in this column represent the aggregate grant date fair values of the RSU awards granted during fiscal year 2025 calculated in accordance with ASC Topic 718. Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Item II, Part 8, Note 11, “Stock-based Compensation and Stockholders’ Equity” to our consolidated financial statements for fiscal year 2025 included in the Annual Report. The grant of RSUs made in connection with director service to each of Mr. Fairfax, Ms. Lin, Mr. Blair, Mr. Liu, and Mr. Tuan had a grant date fair value of $50.88 per share. The grant of RSUs to Mr. Liu made in connection with lead independent director service had a grant date fair value of $42.95 per share. The grant of RSUs made in connection with director service to each of Ms. Mogensen and Mr. Angel had grant date fair value of $56.25 per share and $31.99, respectively. (3)The dollar amounts in this column represent the aggregate grant date fair values of the Option awards granted during fiscal year 2025 calculated in accordance with ASC Topic 718. Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Item II, Part 8, Note 11, “Stock-based Compensation and Stockholders’ Equity” to our consolidated financial statements for fiscal year 2025 included in the Annual Report. The grant of options made in connection with director service to each of Mr. Blair, Ms. Lin, and Mr. Liu had a grant date fair value of $24.74 per share. The grant of options to Mr. Liu made in connection with lead independent director service had a grant date fair value of $26.41 per share. (4)Mr. Fairfax did not stand for reelection to the Board at the Annual Meeting of Shareholders held on June 4, 2025, on which date his service as a director ended. (5)Susan Mogensen (Susie Giordano) was appointed to the Board on August 15, 2024. (6)Scott Angel was appointed to the Board on March 31, 2025. 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, 2025.

  60. FISCAL YEAR 2025 DIRECTOR COMPENSATION(1)

    | Name | Stock Awards (1) | Option Awards | | Judy Lin | — | 16,550 | | Robert Blair | — | 14,360 | | Sherman Tuan | — | — | | Tally Liu | 747 | 18,610 | | Susan Mogensen (Susie Giordano) | — | — | | Scott Angel | — | — |

  61. FISCAL YEAR 2025 DIRECTOR COMPENSATION(1)

    (1)For fiscal year 2025, we made grants for non-employee director service under the 2020 Plan on August 9, 2024, to Mr. Fairfax, Ms. Lin, Mr. Blair, Mr. Liu, and Mr. Tuan serving on such date, which grants had a vesting commencement date of June 30, 2024. We also made grants to Ms. Mogensen and Mr. Angel on August 26, 2024 and May 9, 2025, respectively. All such awards granted to the non-employee directors vested on June 30, 2025. As a result, because all such awards had vested, there are no shares underlying stock awards for such persons as of June 30, 2025, except for Mr. Liu who received awards of RSUs and options on February 27, 2025 in connection with his service as lead independent director which awards vested on January 29, 2026.

  62. 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).