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Item 9A. Controls and Procedures

2024-11-27 compared with 2023-11-28 · 283 added, 149 removed, 381 unchanged (53% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer, or CEO, and our chief financial officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act as of August 31, 2023.

Disclosure Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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Based upon the aforementioned evaluation, our CEO and CFO have concluded that, as of August 31, 2024, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Under the supervision and with the participation of our management, including our CEO and CFO, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control—

Integrated Framework (2013)”

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, our CEO and CFO concluded that our internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of the financial statements for external purposes in accordance with GAAP, as of August 31, 2024.

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Othe r Information

Not applicable.

During the fiscal quarter ended August 31, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Doan served as Vice President of Process Development at Micron Technology Inc.

Doan previously served as a director of Advanced Energy Industries, a publicly traded manufacturer of power conversion and control systems, Dolsoft Corporation, a privately held software company, Nu Tool Inc., a semiconductor technology company, and EMCO, a publicly traded manufacturer of advanced flow control devices and systems.

Doan previously served as a director of Advanced Energy Industries, a publicly traded manufacturer of power conversion and control systems.

Doan also previously served as a director of Dolsoft Corporation, a privately held software company, as a director of Nu Tool Inc., a semiconductor technology company, and as a director of EMCO, a publicly traded manufacturer of advanced flow control devices and systems.

Doan holds a Bachelor of Science in nuclear engineering from the University of California, Santa Barbara, where he graduated with honors, and a Master of Science in chemical engineering from the University of California, Santa Barbara.

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Doan should serve on our Board and as our Chairman based on his in-depth knowledge of our business and industry and his experience serving on the boards of directors of several major technology companies, as well as in management roles in the technology industry.

Walter Michael Gough , 69, has served as a director since April 2016.

Gough has led Gough and Associates, a firm that specializes in financial consulting for domestic and international companies since 2005.

He was also a tenured faculty member in Accounting and Business at DeAnza College in Cupertino, California where he taught as a professor from 1985 to 2019.

From June 2000 to June 2004, he was Chief Financial Officer and Financial Consultant at NuTool Inc., a semiconductor equipment manufacturer.

From 1995 through 1999, he was a founding member and Chief Financial Officer of Invest In Yourself, LLC;

an organization that provided consulting for professional sports franchises.

Prior to teaching and consulting, Mr.

Gough was a financial analyst and contracts manager at Watkins-Johnson Company, a high technology electronics firm.

Before Watkins-Johnson, Mr.

Gough worked for Kidder Peabody, an investment banking firm.

He holds MBA and BA degrees (cum laude) from Santa Clara University, and a Masters in English from Notre Dame de Namur University.

Our Board has determined that Mr.

Gough should serve on our Board based on his experience as a consultant to technology companies in both the United States and Taiwan, his prior experience as a chief financial officer of several companies, and his expertise in accounting and finance.

Edward Kuan Hsiung Hsieh , 72, has served as a director since February 2012.

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Hsieh was Chief Executive Officer of Asia Pacific Telecom, a 3G mobile, and fixed line telecommunications company, as well as Executive Director of APOL, an Internet service provider.

He also served as Chairman of Good Neighbors Taiwan since 2019.

Hsieh holds a bachelor of science degree in electrical engineering from National Taiwan University, a master of science degree in electrical engineering from the University of California, Santa Barbara, and a doctor of philosophy degree in electrical engineering and applied physics from Cornell University.

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Hsieh should serve as a director based on his experience teaching Master of Business Administration classes at National Taiwan University, his service as an International Financial Adviser with Merrill Lynch, Pierce, Fenner & Smith and his management roles at several start-up companies.

Simplot , 76, has served as our director since March 2005.

Simplot has been Chairman of the Board of Directors and a Director of J.R.

Simplot , 77, has served as a director since March 2005.

Simplot has been Chairman of the Board of Directors and a Director of J.

Simplot Company since May 2001 and August 1970, respectively.

Simplot served as a Manager of or Partner in various closely held entities such as Block 22 LLC, Broadway Hospitality LLC, Columbia Developments LLC, Empty JP3 Shell, LLC, Idaho Sports Properties LLC, Indian Creek Cattle, LLC, JRS Management L.L.C., JRS Properties III LLLP, ESP Development LLC, Hotel 43 LLC, SBP LLLP, Simplot Ketchum Investment, LLC, Simplot Ketchum Properties, LLC, SR Management LLC, SRS Green River LLC, Sunny Slope Orchards Partnership, SRS Properties LLLP, and Sylvan Beach, LLC.

Simplot also serves as a director to various companies such as Bar -U-, Inc., Block 65 and 66 Master Association, Inc., Cal-Ida Chemical Company, Censa of California, Inc., Claremont Realty Company, CS Beef Packers, LLC, CS Property Development, LLC, Glen Dale Farms, Inc., J.R.

Simplot Company Foundation, Inc., J.R.

Simplot Foundation, Inc., JUMP, Inc., JRS India Corporation Private Limited, OSL Depot Condominium Management Association, Inc., Simplot India, LLC, Simplot India Foods Private Limited, Simplot India Properties LLC, Simplot International, Inc., Simplot Latin America Holdings, S.A., Simplot Livestock Co., Simplot Taiwan Inc., SPS International, Inc., SR Simplot Foundation, Inc., Three Creek Ranch Company, and Camas, Inc.

Simplot served as a Manager of or Partner in various closely held entities such as Block 22 LLC, Broadway Hospitality LLC, Columbia Developments LLC, Empty JP3 Shell, LLC, Idaho Sports Properties LLC, Indian Creek Cattle, LLC, JRS Management L.L.C., JRS Properties III L.P., ESP Development LLC, Hotel 43 LLC, SBP LLLP, Simplot Ketchum Investment, LLC, Simplot Ketchum Properties, LLC, SR Management LLC, SRS Green River LLC, Sunny Slope Orchards Partnership, SRS Properties LLLP, Downtown Boise Areana, LLC, Grove Hotel-Boise, LLC, and Highland Stables Park LLC.

Simplot also serves as a director to various companies such as Bar -U-, Inc., Block 65 and 66 Master Association, Inc., Cal-Ida Chemical Company, Claremont Realty Company, CS Beef Packers, LLC, CS Property Development, LLC, Glen Dale Farms, Inc., J.

Simplot Company Foundation, Inc., J.

Simplot Foundation, Inc., JUMP, Inc., JRS India Corporation Private Limited, OSL Depot Condominium Management Association, Inc., Simplot India, LLC, Simplot India Foods Private Limited, Simplot India Properties LLC, Simplot Livestock Co., Simplot Taiwan Inc., SPS International, Inc., SR Simplot Foundation, Inc., Three Creek Ranch Company, and Camas, Inc.

Simplot holds a Bachelor of Science degree in business from the University of Idaho and a Master’s in Business Administration from the University of Pennsylvania.

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Simplot became a Director on our board as part of his duties as the Chairman of the Board of J.

Simplot Company, the 100 % owner of Simplot Taiwan, Inc., which was entitled to designate two members of our board of directors in connection with J.R.

Simplot Company, the 100 % owner of Simplot Taiwan, Inc., which was entitled to designate two members of our board of directors in connection with J.

Simplot Company’s investment in our Series A convertible preferred stock.

Walter Michael Gough , 69, has served as a director since April 2016.

Gough has led Gough and Associates, a firm that specializes in financial consulting for domestic and international companies since 2005.

He is also a tenured faculty member in Accounting and Business at DeAnza College in Cupertino, California where he has taught since 1985 - he currently teaches on a part-time basis after retiring from full-time teaching.

From June 2000 to June 2004, he was Chief Financial Officer and Financial Consultant at NuTool Inc., a semiconductor equipment manufacturer.

From 1995 through 1999, he was a founding member and Chief Financial Officer of Invest In Yourself, LLC;

an organization that provided consulting for professional sports franchises.

Prior to teaching and consulting, Mr.

Gough was a financial analyst and contracts manager at Watkins-Johnson Company, a high technology electronics firm.

Before Watkins-Johnson, Mr.

Gough worked for Kidder Peabody, an investment banking firm.

He holds MBA and BA degrees (cum laude) from Santa Clara University, and a Masters in English from Notre Dame de Namur University.

Our Board has determined that Mr.

On July 10, 2023, Roger Lee resigned from the Company’s Board of Directors effective immediately due to personal reasons, which was not the result of any disagreement with the Company regarding its operations, policies, or practice.

His departure created one vacancy on the Company’s audit committee, which the Company intends to fill by our next annual meeting.

Chris Chang Yu , 66, has served as a director since July 2024.

Yu currently serves as the Chairman of the Board of CRS Holding Inc., Changhe Bio-Medical Science Co., Ltd, Ningkasai Science (Shanghai) Co., Ltd, Changwei System Science (Shanghai) Co., Ltd, Anpac Bio-Medical Science (Lishui) Co., Ltd, Adanced Life Therapeutics Co., Ltd and New-Herizon Bio-Medical Science Co., Ltd and as executive director of Anpac Bio-Medical Science (Shanghai) Co., Ltd, Lisui Anpac Medical Laboratory Co., 3Ltd, Shiji (Hainan) Medical Technology Co., Ltd, Shanghai Muqing Anpac Health Technology Co., Ltd, Anpac (Shanghai) Health Management Consulting Co., Ltd and Annadi Life Technology (Zhejiang) Co., Ltd.

Yu also currently serves as a director of Anji Cayman, serves as an executive partner of Jiaxing Changxin Enterprise Management Partnership (Limited Partnership) and Jiaxing Ningbeika Enterprise Management Partnership (Limited Partnership), and serves as a general manager of Changhe Bio-Medical Science Co., Ltd and Annadi Life Technology (Zhejiang) Co., Ltd.

Yu is also a co-founder of Fresh2 Group Limited (formerly named AnPac Bio-Medical Science Co., Ltd.).

Yu served as Chairman of the Board and Chief Executive Officer of Fresh2 Group from its inception in January 2010 until April 2022 and was re-appointed as Co-Chairman of the Board and Co-CEO in May 2022.

He subsequently resigned as Co-Chairman of the Board of Fresh2 Group in October 2022 and resigned as Co-CEO in May 2023.

Prior to founding Fresh2 Group, he co-founded Anji Microelectronics (Shanghai) Co., Ltd.

Yu served as a technical director at Semiconductor Manufacturing International Corporation from 2002 to 2004.

Yu also served as a vice president of the research and development team of Cabot Microelectronics Corporation.

Yu received his bachelor and master’s degrees in physics from the University of Missouri Kansas-City Campus.

He received his doctoral degree in physics from the Pennsylvania State University.

The Board has determined that Dr.

Yu should serve as a director based on his significant experience managing integrated circuit and technology companies and his experience as a CEO and director of a public company.

Executive Officers

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We seek a Board that collectively has a range and diversity of skills, experience, age, industry knowledge and other factors in the context of the needs of the Board.

The biographies of each of the nominees below contains information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee to determine that the person should serve as a director of our Company.

In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our Nominating and Corporate Governance Committee and Board to the conclusion that he should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards.

Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board.

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Board Responsibilities and Structure

The Board oversees, counsels, and directs management in the long‑term interests of the Company and our stockholders.

The Board’s responsibilities include:

The Board oversees, counsels, and directs management in the long-term interests of the Company and our stockholders.

The Board’s responsibilities include:

• selecting, evaluating the performance of, and determining the compensation of the CEO and other executive officers;

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Doan to hold the position of both Chairman of the Board and CEO.

Doan’s experience at the Company has afforded him intimate knowledge of the issues, challenges and opportunities facing each of the Company’s businesses.

Accordingly, he is well positioned to focus the Board’s attention on the most pressing issues facing the Company.

Doan’s experience at the Company has afforded him intimate knowledge of the issues, challenges and opportunities facing each of the Company’s businesses.

Accordingly, he is well positioned to focus the Board’s attention on the most pressing issues facing the Company.

The Board has not appointed a lead independent director.

The Board believes its administration of its risk oversight function has not affected the Board’s leadership structure.

Board Committees and Charters

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The Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Each of the Board committees has a written charter approved by the Board, and we post each charter on our web site at http://investors.semileds.com/governance.cfm .

Each of the Board committees has a written charter approved by the Board, and we post each charter on our web site at https://www.semileds.com/corporategovernance.

Each committee can engage outside experts, advisors and counsel to assist the committee in its work.

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Walter Michael Gough

Roger Lee (1)

Chris Chang Yu (1)

Number of Committee Meetings Held in Fiscal Year 2024

Lee resigned from our Board effective July 10, 2023.

Yu was appointed to our Board effective July 3, 2024.

Audit Committee

Our Audit Committee is responsible for, among other things:

reviewing and approving the selection of our independent auditors, and approving the audit and non‑audit services to be performed by our independent auditors;

• reviewing and approving the selection of our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;

• monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

• reviewing the adequacy and effectiveness of our internal control policies and procedures;

discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year‑end operating results;

• discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year-end operating results;

• overseeing cybersecurity risks;

• preparing the Audit Committee Report that the SEC requires in our annual proxy statement.

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Hsieh and Mr.

Gough meet the requirements of an “audit committee financial expert,”

as defined in Regulation S‑K.

Gough, each of whom are independent directors, meet the requirements of an “audit committee financial expert,” as defined in Regulation S‑K.

Compensation Committee

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the annual base salary, the annual incentive bonus, including the specific goals and amount, equity compensation, employment agreements, severance arrangements and change in control arrangements, and any other benefits, compensation or arrangements;

reviewing and determining our equity‑based compensation plans;

administering our equity‑based compensation plans.

• reviewing and determining our equity‑based compensation plans;

• administering our equity‑based compensation plans.

Although the Compensation Committee has the authority to determine the compensation paid to executive officers, other officers, employees, consultants and advisors, it can delegate its responsibility for setting compensation for individuals other than the CEO to a subcommittee, in the case of other officers, or to officers, in the case of employees and consultants.

It may also delegate to officers the authority to grant options or other equity or equity‑based awards to employees who are not executive officers or members of the Board.

It may also generally take into account the recommendations of the CEO, other than with respect to his own compensation.

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It may adopt a policy if such recommendations are received.

Attendance at Board, Committee and Annual Stockholders’

The Board held four meetings in fiscal 2023.

We expect each director to attend every meeting of the Board and the committees on which he serves, and encourage them to attend the annual stockholders’

All directors attended at least 75% of the aggregate meetings of the Board and the committees on which they served in fiscal 2023 and all directors attended the 2023 annual meeting of stockholders.

In nominating candidates, the Nominating and Corporate Governance Committee takes into consideration such factors as it deems appropriate.

These factors may include judgment, skill, diversity, experience with businesses or other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, requirements of Nasdaq and the SEC to maintain a minimum number of independent or non-interested directors, requirements of the SEC as to disclosure regarding persons with financial expertise on the Company’s Audit Committee and the extent to which the candidate generally would be a desirable addition to the Board and any committees of the Board.

The Committee believes the Board generally benefits from diversity of skills, experience, age, industry knowledge of background, and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard.

You was recommended as a director by Trung Doan, our Chairman and CEO.

Attendance at Board, Committee and Annual Stockholders’ Meetings

The Board held five meetings in fiscal 2024.

We expect each director to attend every meeting of the Board and the committees on which he serves, and encourage them to attend the annual stockholders’ meeting.

All directors, except for Dr.

Chris Chang Yu, who joined the Company effective July 3, 2024, attended at least 75% of the aggregate meetings of the Board and the committees on which they served in fiscal 2024 and all directors attended the 2024 annual meeting of stockholders.

Risk Management

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This oversight is conducted primarily through the Audit Committee which, on behalf of the Board, is charged with overseeing the principal risk exposures we face and our mitigation efforts in respect of these risks.

The Audit Committee is responsible for interfacing with management and discussing with management the Company’s principal risk exposures and the steps management has taken to monitor and control risk exposures, including risk assessment and risk management policies.

The Compensation Committee also plays a role in that it is charged, in overseeing the Company’s overall compensation structure, with assessing whether that compensation structure creates risks that are reasonably likely to have a material adverse effect on us.

The Company's insider trading policy does not permit hedging or derivative transactions involving Company securities, "cashless" collars, forward contracts, equity swaps or other similar or related transactions.

In addition, the Company recommends that employees and directors not margin or pledge Company securities to secure a loan and that employees and directors not purchase Company securities "on margin".

management policies.

Insider Trading Policy

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As such, we have adopted our insider trading policy (the “Insider Trading Policy“) applicable to our directors, officers, and employees, and have implemented processes that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market listing standards applicable to us.

Among other things, our insider trading policy does not permit hedging or derivative transactions involving Company securities, "cashless" collars, forward contracts, equity swaps or other similar or related transactions.

In addition, we recommend that employees and directors not margin or pledge Company securities to secure a loan and that employees and directors not purchase Company securities "on margin".

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

Code of Business Conduct and Ethics

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These standards are designed to deter wrongdoing and to promote honest and ethical conduct.

The Code of Business Conduct and Ethics is available at our website at http://investors.semileds.com/governance.cfm .

The Code of Business Conduct and Ethics is available at our website at https://www.semileds.com/corporategovernance.

Any amendments to the Code, or any waivers of its requirements required to be disclosed pursuant to SEC or Nasdaq requirements, will be disclosed on the website.

Rule 10b5-1 Trading Plan Policy

We have adopted a Rule 10b5-1 trading plan policy, which permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act.

Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information.

Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.

Communications from Stockholders and Other Interested Parties to Directors

The Board recommends that stockholders and other interested parties initiate communications with the Board, any committee of the Board or any individual director in writing to the attention of our Corporate Secretary at our principal executive office at 3F, No.11 Ke Jung Rd., Chu‑Nan Site, Hsinchu Science Park, Chu‑Nan 350, Miao‑Li County, Taiwan, R.O.C.

This process will assist the Board in reviewing and responding to stockholder communications in an appropriate manner.

The Board has instructed our Corporate Secretary to review such correspondence and, at his discretion, not to forward items if he deems them to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration.

Board Diversity Matrix

The matrix below is information concerning the gender and demographic background of each of our current directors, as self-identified and reported by each director.

This information is being provided in accordance with Nasdaq’s board diversity rules.

Board Diversity Matrix (as of August 31, 2024)

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Executive Compensation

This executive compensation section discloses the compensation awarded to or earned by our “named executive officers”

during fiscal years 2023 and 2022.

We held our last non‑binding advisory vote regarding compensation of our named executive officers at the 2021 Annual Meeting of Stockholders and expect to hold our next vote at our 2024 Annual Meeting of Stockholders.

This executive compensation section discloses the compensation awarded to or earned by our “named executive officers” during fiscal years 2024 and 2023.

Summary Compensation Table

The following table sets forth all of the compensation earned by our named executive officers during the relevant fiscal years.

The following table sets forth all of the compensation earned by our named executive officers during the fiscal years 2024 and 2023.

None of our named executive officers were awarded options during those years.

Name and Principal Position

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Each restricted stock unit award was granted pursuant to our 2010 Plan.

Outstanding Equity Awards at Fiscal Year ‑

Disclosure Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not grant stock options or similar awards as part of our equity compensation programs.

If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates.

In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant.

During the period covered by this report, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During the fiscal year ended August 31, 2024, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information (other than a Form 8-K that disclosed a material new option award grant under Item 5.02(e)), and ending one business day after the filing or furnishing of such reports.

Outstanding Equity Awards at Fiscal Year ‑ End

The following table sets forth the outstanding equity awards held by our named executive officers as of the fiscal year ended August 31, 2024.

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(3) This RSU award vests in eight quarterly installments with the first installment vesting three months after the grant date.

(4) This RSU award vests in four equal annual installments with the first installment vesting on the one-year anniversary of the grant date.

Pension Benefits

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Severance and Change in Control Benefits

Doan entered into an employment agreement in 2005, which provides that if he is terminated by us without cause or resigns due to a constructive termination, he will receive as severance an amount equal to six months of his then‑current salary plus his current medical insurance for six months following his termination date.

Doan entered into an employment agreement in 2005, which provides that if he is terminated by us without cause or resigns due to a constructive termination, he will receive as severance an amount equal to six months of his then-current salary plus his current medical insurance for six months following his termination date.

We offered such severance to motivate Mr.

Doan to continue as our executive officer by providing severance protection in the event that he is terminated by us without having committed any egregious act constituting cause or if we adversely change his position such that he resigns.

Cause is defined as (a) the conviction of a felony or of any criminal offense involving moral turpitude;

Cause is defined as (a) the conviction of a felony or of any criminal offense involving

moral turpitude;

(b) the repeated failure to satisfactorily perform duties reasonably required by us;

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Constructive termination is defined as one of the following events when we have not received Mr.

Doan’s written consent for such event:

(a) a significant reduction of his duties, position or responsibilities relative to his duties, position or responsibilities in effect immediately prior to such reduction or his removal from such position, duties and responsibilities, provided that a reduction in duties, position or responsibilities solely by virtue of us being acquired and made part of a larger entity will not constitute a constructive termination;

(b) a substantial reduction, without good business reasons, of the facilities and perquisites available to him immediately prior to such reduction;

(c) a reduction of his base salary unless such reduction is a part of a Company‑wide reduction for similarly situated persons;

or (d)a material reduction in the kind or level of employee benefits to which he is entitled immediately prior to such reduction, with the result that his overall benefits package is significantly reduced, unless such reductions are part of a Company‑wide reduction for similarly situated persons.

(c) a reduction of his base salary unless such reduction is a part of a Company-wide reduction for similarly situated persons;

or (d) a material reduction in the kind or level of employee benefits to which he is entitled immediately prior to such reduction, with the result that his overall benefits package is significantly reduced, unless such reductions are part of a Company-wide reduction for similarly situated persons.

Employment Agreements

Doan entered into an employment agreement in 2005, which provides for the severance payments and benefits described under “Severance and Change in Control Benefits”

Doan entered into an employment agreement in 2005, which provides for the severance payments and benefits described under “ Severance and Change in Control Benefits” above.

Pay Versus Performance

As required by Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the“Pay Versus Performance Rules”), we are providing the following information about the relationship between executive compensation actually paid and the financial performance of the Company.

This disclosure has been prepared in accordance with the Pay Versus Performance Rules and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.

Because we are a “smaller reporting company” as defined under the U.S.

federal securities laws, in accordance with the smaller reporting rules under Item 402(v) of Regulation S-K, the Company has provided the information required by Item 402(v) of Regulation S-K for two fiscal years and is not required to provide disclosure under Item 402(v)(2)(iv), (v)(5), (v)(2)(vi) or (v)(6).

Summary Compensation Table Total for PEO

Compensation Actually Paid to PEO (2)(3)

Average Summary Compensation Table Total for Non-PEO NEOs (2)(4)

Average Compensation Actually Paid to Non-PEO NEOs

Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5)

Net Income (Loss) ($ in thousands)

(1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2024, 2023 and 2022.

Christopher Lee

(2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules.

These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year.

For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Compensation of the Named Executive Officers and Directors – Executive Compensation – Summary Compensation Table” for additional information).

(3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr.

Doan in accordance with the Pay Versus Performance Rules:

Summary Compensation Table Total for PEO

Change in Pension Value

Pension Service Cost

Reported Value of Equity Awards

Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years

Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value

Compensation Actually Paid to PEO

(4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules:

Average Summary Compensation Table Total for Non-PEO NEOs

Average Change in Pension Value

Average Pension Service Cost

Average Reported Value of Equity Awards

Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End

Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years

Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value

Average Compensation Actually Paid to Non-PEO NEOs

(5) Assumes $100 was invested for the period starting August 31, 2021, through the end of the listed year in the Company.

Historical stock performance is not intended to forecast nor be indicative of the future stock performance of our common stock.

Relationship Between Financial Performance Measures

While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table.

Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year.

In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation and Cumulative Total Shareholder Return

The following chart sets forth the relationship between PEO compensation, the average compensation of our Non-PEO NEOs, and the Company’s cumulative total shareholder return (“TSR”) for the years ended August 31, 2024, 2023 and 2022.

Compensation and Net Income

The following chart sets forth the relationship between PEO compensation, the average compensation of our Non-PEO NEOs, and the Company’s net income for the years ended August 31, 2024, 2023 and 2022.

Director Compensation

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• no cash payments for attendance at general Board meetings;

each year shortly following the annual stockholder meeting an annual grant of 5,000 shares of restricted stock units, which fully vests on the earlier of the next annual meeting or the one-year anniversary of the grant date, whichever is earlier, subject to continued service through the vesting date, provided that the restricted stock units will fully vest if we are subject to a change in control during their service.

The director compensation policy requires directors to attend at least 75% of the meetings each year in order to be re-nominated.

• each year shortly following the annual stockholder meeting an annual grant of 5,000 shares of restricted stock units, which fully vest on the earlier of the next annual meeting or the one-year anniversary of the grant date, whichever is earlier, subject to continued service through the vesting date, provided that the restricted stock units will fully vest if we are subject to a change in control during their service.

The director compensation policy requires directors to attend at least 75% of the meetings each year in order to be renominated.

The policy also includes an equity ownership guideline whereby our directors will be expected to own and hold shares of our common stock until retirement from their Board service.

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Director Compensation Table

The following table sets forth the total compensation for our non‑employee directors for the year ended August 31, 2023:

The following table sets forth the total compensation for our non‑employee directors for the year ended August 31, 2024:

Fees Earned or

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Walter Michael Gough

Roger Lee (1)

Lee resigned from our Board effective July 10, 2023.

Chris Chang Yu (3)

Simplot waived any right to compensation.

2 unchanged sentences

Unless otherwise specified, each restricted stock unit award will vest in four equal installments commencing on the grant date, 100% of the stock units shall immediately vest on the date of the 2025 annual meeting, subject to continued service through the vesting date, provided that the restricted stock units will fully vest if we are subject to a change in control during their service.

Yu was appointed to our Board of Directors effective July 3, 2024.

Security Ownership of Certain Beneficial O wners and Management and Related Stockholder Matters

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Percentage of ownership is based on 7,211,738 shares of common stock outstanding as of November 20, 2024.

Unless otherwise indicated in the footnotes to the table, the address of each individual listed in the table is c/o SemiLEDs Corporation, 3F, No.11, Ke Jung Rd., Chu‑Nan Site, Hsinchu Science Park, Chu‑Nan 350, Miao‑Li County, Taiwan, R.O.C.

Shares Beneficially Owned

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* Indicates beneficial ownership of less than 1%.

(1) Based on a Schedule 13D/A filed June 5, 2020, Simplot Taiwan, Inc., a wholly owned subsidiary of J.R.

Simplot Company, and J.R.

Simplot Company share voting and investment power over all such shares.

Scott Simplot is the Chairman of J.R.

Simplot Company.

Simplot may be deemed to have shared voting and investment power over the shares held by Simplot Taiwan, Inc.

(1) Based on Schedule 13D/As filed with the SEC on June 4, 2024.

Represents beneficial ownership of 3,752,334 shares consisting of (i) 2,445,299 shares held of record by Simplot Taiwan, Inc., a wholly owned subsidiary of Simplot Company of which Scott R.

Simplot is Chairman, (ii) 31,036 shares held of record by JRS Properties, of which Mr.

Simplot is one of the managers of the sole general partner, JRS Management, (iii) 1,148,858 shares held of record by Mr.

Doan and which may be attributable to Mr.

Simplot by virtue of his relationships with Simplot Taiwan, Inc.

and JRS Properties III LLLP, both of which are parties to the Voting Agreement dated June 3, 2024 (the “Voting Agreement”), and (iv) 127,141 shares held of record by the Trung Doan 2010 GRAT and which may be attributable to Mr.

Simplot by virtue of his relationships with Simplot Taiwan, Inc.

and JRS Properties III LLLP, both of which are parties to the Voting Agreement.

Simplot is the Chairman of the Simplot Company and a manager of JRS Management.

Accordingly, Mr.

Simplot may be deemed to have shared voting power over 3,752,334 shares and shared dispositive power over 2,476,335 shares.

Simplot disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Includes 586,510 shares issuable upon exercise of outstanding convertible promissory notes.

The address of Simplot Taiwan, Inc.

is 1099 West Front Street, Boise, Idaho 83702.

(2) Includes 127,141 shares held by The Trung Tri Doan 2010 GRAT, of which Trung Tri Doan is the sole trustee.

Includes 97,752 shares issuable upon exercise of outstanding convertible promissory notes.

Doan has sole voting and investment power over all shares.

(3) Includes 1,250 restricted stock units that will vest within 60 days.

(4) Includes 31,036 shares held by JRS Properties III L.P.

JRS Management L.L.C.

is the sole general partner of JRS Properties III L.P.

Scott Simplot and Stephen A.

Beebe are the managers of JRS Management L.L.C.

As managers of JRS Management L.L.C., Mr.

Simplot and Mr.

Beebe share voting and investment power over the securities held by JRS Properties III L.P.

Simplot may be deemed to have voting and investment power over the shares held by JRS Properties III L.P.

Also, includes 586,510 shares issuable upon exercise of outstanding convertible promissory notes as disclosed in footnote (1) above.

Simplot disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

The address of JRS Properties III L.P.

is 1099 West Front Street, Boise, Idaho 83702.

(2) Based on a Schedule 13D/A filed with the SEC on June 4, 2024.

Includes (1) 127,141 shares owned directly by The Trung Doan 2010 GRAT, of which Mr.

Doan is the sole trustee and (2) 1,148,858 shares held directly by Mr.

Also includes 31,036 shares directly owned by JRS Properties III LLLP and 2,445,299 shares directly held by Simplot Taiwan, Inc,, which may be attributable to Mr.

Doan by virtue of the Voting Agreement.

Accordingly, Mr.

Doan may be deemed to have shared voting power over 3,752,334 shares and sole dispositive power over 1,275,999 shares.

Doan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(3) Includes 1,000 restricted stock units that will vest within 60 days.

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No additional grants could be made under the 2005 Equity Incentive Plan after December 8, 2010.

In April 2014 and July 2019, SemiLEDs’

stockholders approved amendments to the 2010 Plan that increased the number of shares authorized for issuance under the plan by an additional 250 thousand shares and 500 thousand shares, respectively.

In April 2014 and July 2019, SemiLEDs’ stockholders approved amendments to the 2010 Plan that increased the number of shares authorized for issuance under the plan by an additional 250 thousand shares and 500 thousand shares, respectively.

On September 25, 2020, SemiLEDs' stockholders approved an increase in the authorized Equity Incentive Plan share reserve under the 2010 plan by an additional 400 thousand shares.

(2) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock unit awards, which have no exercise price.

The information required by this Item with respect to the securities ownership of directors, officers and certain beneficial owners is set forth under the heading “Principal Stockholders”

The information required by this Item with respect to the securities ownership of directors, officers and certain beneficial owners is set forth under the heading “Principal Stockholders” above.

Certain Relationships and Relate d Transactions, and Director Independence

1 unchanged sentence

Since September 1, 2022, there has not been any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than the transactions described below, some of which represent continuing transactions from prior periods.

On January 8, 2019, the Company entered into loan agreements with each of the Chairman and Chief Executive Officer and the largest shareholder of the Company, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of 8%.

Loan Agreements with Chief Executive Officer and Significant Stockholder

On January 8, 2019, the Company entered into loan agreements with each of Trung Doan, the Company's Chairman and Chief Executive Officer and J.R.

Simplot Company, the largest stockholder of the Company, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of 8%.

All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the proposed sale of the Company's headquarters building pursuant to the agreement dated December 15, 2015.

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On January 13, 2023, the maturity date of these loans was further extended with same terms and interest rate for one year to January 15, 2024.

As of August 31, 2023, these loans totaled $3.2 million, respectively.

On January 7, 2024, J.R.

Simplot Company and the Company entered into an assignment agreement pursuant to which J.R.

Simplot assigned and transferred all of its right, title and interest in and to the loan agreement to Simplot Taiwan Inc., in accordance with and subject to the terms and conditions of the loan agreement.

On January 7, 2024, the Company entered into the Fourth Amendment to the loan agreements with each of Simplot Taiwan Inc.

and Trung Doan (each, a “Fourth Amendment”).

The Fourth Amendment with Simplot Taiwan Inc.

(i) extends the maturity date of its loan agreement to January 15, 2025, and (ii) upon mutual agreement of the Company and Simplot Taiwan Inc., permits the Company to repay any principal amount or accrued interest, in an amount not to exceed $400,000, by issuing shares of the Company’s common stock in the name of Simplot Taiwan Inc.

as partial repayment of the loan agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date.

All other terms and conditions of the loan agreement with Simplot Taiwan Inc.

remained the same.

The Fourth Amendment to the loan agreement with Trung Doan to amend the loans maturity date with same terms and interest rate to January 15, 2025.

All other terms and conditions of the loan agreement with Trung Doan remained the same.

On January 7, 2024, the Company issued 305,343 shares of its common stock at a price of $1.31 per share to repay $400,000 of accrued interest on the loan agreement with Simplot Taiwan Inc.

The shares of common stock were issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.

The Fourth Amendment with Trung Doan amends the loan agreement’s maturity date with same terms and interest rate to January 15, 2025.

All other terms and conditions of the loan agreement with Trung Doan remained the same.

On February 9, 2024, the Company and Trung Doan entered into the Fifth Amendment to the loan agreement (the “Fifth Amendment”).

The Fifth Amendment, upon the mutual agreement of the Company and Trung Doan, permits the Company to repay any principal amount or accrued interest, in an amount not to exceed $800,000, by issuing shares of the Company’s common stock to Trung Doan as partial repayment of the loan agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date.

On February 9, 2024, the Company repaid $800,000 of loan principal by delivering 629,921 shares of the Company’s common stock to Mr.

Doan, based on the closing price of $1.27 per share on February 8, 2024.

The shares of common stock were issued on February 9, 2024 in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

On July 3, 2024, the Company entered into the Sixth Amendment to the Loan Agreement with Mr.

Doan to, upon the mutual agreement of Mr.

Doan and the Company, permits the Company to repay a portion of the principal amount or accrued interest, by issuing shares of the Company’s common stock to Mr.

Doan as repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date.

As of August 31, 2024, the aggregate principal balance of the loan agreement with Trung Doan was $900 thousand, and the aggregate principal balance of the loan agreement with Simplot Taiwan was $1.5 million.

The loans are secured by a second priority security interest on the Company's headquarters building.

On November 25, 2019 and on December 10, 2019, the Company issued the Notes to the Holders with a principal sum of $1.5 million and $500 thousand, respectively, and an annual interest rate of 3.5%.

Principal and accrued interest shall be due on demand by the Holders on and at any time after May 30, 2021.

Convertible Promissory Notes

On November 25, 2019 and on December 10, 2019, the Company issued convertible unsecured promissory notes (the “Notes”) to J.R.

Simplot Company, the largest stockholder of the Company, and Trung Doan, the Company's Chairman and Chief Executive Officer, (together, the “Holders”) with a principal sum of $1.5 million and $500 thousand, respectively, and an annual interest rate of 3.5%.

Principal and accrued interest is due on demand by the Holders on and at any time after May 30, 2021.

The outstanding principal and unpaid accrued interest of the Notes may be converted into shares of the Company’s common stock at a conversion price of $3.00 per share, at the option of the Holders any time from the date of the Notes.

On February 7, 2020, J.R.

Simplot Company assigned all of its right, title and interest in the Notes to Simplot Taiwan Inc.

The outstanding principal and unpaid accrued interest of the Notes may be converted into the Company’s common stock

at a conversion price of $3.00 per share, at the option of the Holders any time from the date of the Notes.

On May 25, 2020, each of the Holders converted $300,000 of the Notes into 100,000 shares of the Company’s common stock.

On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and a maturity date of May 30, 2022.

On May 26, 2022, the Notes were second extended with the same terms and interest rate for one year and a maturity date of May 30, 2023.

On June 6, 2023, we entered into the Third Amendments to amend the Notes to (i) extend the maturity date from May 30, 2023 to May 30, 2024, and (ii) change the conversion price from $3.00 to $2.046 per share.

All other terms and conditions of the Notes remain the same.

As of August 31, 2023 and August 31, 2022, the outstanding principal of these notes totaled $1.4 million.

On June 6, 2023, the Company entered into the Third Amendment to the Notes to amend the Notes to (i) extend the maturity date from May 30, 2023 to May 30, 2024, and (ii) change the conversion price from $3.00 to $2.046 per share.

All other terms and conditions of the Notes remained the same.

After the close of market on January 5, 2024, the Company entered into the Fourth Amendment to the Notes (the “Note Fourth Amendments”) to amend the Notes to (i) convert the total principal and accrued interest on the Notes to common stock of the Company to be

issued in the names of the Holders, and (ii) change the conversion price of the Notes from $2.046 per share to the closing price immediately preceding the signing of the Note Fourth Amendments, or $1.31 per share.

All other terms and conditions of the Notes remained the same.

On January 5, 2024, the Holders converted the total principal and accrued interest of the Notes, in an aggregate amount of $1,608,848, to 1,228,128 shares of its common stock at a conversion price of $1.31 per share.

As of August 31, 2024, the aggregate principal balance of the loans outstanding was zero.

Voting Agreement

On June 3, 2024, Mr.

Doan, in his capacity as a stockholder of the Company, entered into a Voting Agreement by and between Simplot Taiwan, Inc., an Idaho corporation (“Simplot”), JRS Properties III LLLP, an Idaho limited liability limited partnership (“JRS Properties” and together with Simplot, the “Simplot Shareholders”), and The Trung Tri Doan 2010 GRAT (the “Doan Trust”) of which Mr.

Doan is the sole trustee (Doan and the Doan Trust together, the “Doan Shareholders” and together with the Simplot Shareholders, the “Stockholder Group”).

The aggregate amount of shares of the Company owned by them constitutes a majority of the issued and outstanding shares of the Company as of the date of the Voting Agreement.

Pursuant to the terms of the Voting Agreement, the Simplot Shareholders and Doan Shareholders agreed to vote the shares of the Common Stock owned by them in favor of certain matters presented by the Company to its stockholders as provided in the Voting Agreement.

The Voting Agreement is effective as of June 3, 2024, and terminates upon at least ten days’ written notice to the other members of the Stockholder Group or upon material breach of the terms therein.

In addition, the Voting Agreement automatically terminates upon the earliest of (1) the Simplot Shareholders or the Doan Shareholders no longer own securities of the Company;

(2) the sale of all or substantially all of the Company’s assets;

(3) the dissolution, insolvency or liquidation of the Company;

(4) the death, bankruptcy, insolvency or dissolution of any of the Shareholders (as defined in the Voting Agreement), or (5) the Stockholder Group’s joint written agreement to terminate the Voting Agreement.

As of August 31, 2024, the shares subject to the Voting Agreement represent approximately 52% of the voting power of our common stock.

Employment Agreements

See “Compensation of the Named Executive Officers and Directors—Employment Agreements.”

Policies and Procedures for Related Party Transactions

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The Audit Committee has determined that a related person does not have a direct or indirect material interest in the following categories of transactions and that each will be deemed to be preapproved:

any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue.

• any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue.

Director Independence

The published listing requirements of NASDAQ dictate that a majority of the Board be comprised of independent directors whom our Board has determined have no material relationship with our Company and who are otherwise “independent”

directors under those listing requirements.

Our current Board consists of the four persons listed above.

The Board has determined that each of our current directors, other than Mr.

Doan, our CEO, qualifies as an independent director, such that more than a majority of our directors are independent directors under the NASDAQ rules.

The NASDAQ rules have objective tests and a subjective test for determining who is an “independent director.”

Under the objective tests, a director cannot be considered independent if:

The published listing requirements of Nasdaq dictate that a majority of the Board be comprised of independent directors whom our Board has determined have no material relationship with our Company and who are otherwise “independent” directors under those listing requirements.

Our current Board consists of the five persons listed above.

The Board has determined that Dr.

Gough each qualify as an independent director under applicable Nasdaq and SEC rules.

The Nasdaq rules have objective tests and a subjective test for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if:

• the director is, or at any time during the past three years was, an employee of the company;

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• a family member of the director is, or at any time during the past three years was, an executive officer of the company;

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceeded 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever was greater (subject to certain exclusions);

• the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceeded 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever was greater (subject to certain exclusions);

• the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity;

the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit.

• the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has not established categorical standards or guidelines to make these subjective determinations but considers all relevant facts and circumstances.

In addition to the Board‑level standards for director independence, the NASDAQ rules provide that directors, of whom there must be three, who serve on the Audit Committee must each satisfy standards established by the SEC that require that members of audit committees

must not be affiliated persons of the issuer and may not accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer other than their director compensation.

In addition to the Board-level standards for director independence, the Nasdaq rules provide that directors, of whom there must be three, who serve on the Audit Committee must each satisfy standards established by the SEC that require that members of audit committees must not be affiliated persons of the issuer and may not accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer other than their director compensation.

Transactions Considered in Independence Determinations

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All identified transactions that appeared to relate to the Company and a family member of, or entity with a known connection to, a director were presented to the Board for consideration.

None of the non‑employee directors were disqualified from “independent”

status under the objective tests.

In making its subjective determination that each of our Company’s non‑employee director is independent, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management.

Gough were disqualified from “independent” status under the objective tests.

In making its subjective determination that Dr.

Gough are independent, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management.

The Board considered the transactions in the context of the Nasdaq objective standards, the special standards established by the SEC for members of audit committees, and the SEC standards for compensation committee members.

Based on all of the foregoing, as required by the NASDAQ rules, the Board made a subjective determination that, because of the nature of the director’s relationship with the entity and/or the amount involved, no relationships exist that, in the opinion of the Board, would impair the director’s independence.

Based on all of the foregoing, as required by the Nasdaq rules, the Board made a subjective determination that, because of the nature of the director’s relationship with the entity and/or the amount involved, no relationships exist that, in the opinion of the Board, would impair Dr.

Gough’s independence.

Simplot now controls a majority of the voting power of the Company, so he is no longer deemed independent.

Principal Accou ntant Fees and Services

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Amended and Restated Certification of Incorporation of Registrant

333‑168624

November 22, 2010

Certificate of Amendment of Amended and Restated Certificate of Incorporation

333‑168624

April 15, 2016

Certificate of Amendment of Amended and Restated Certificate of Incorporation

333‑168624

Certificate of Amendment of Amended and Restated Certificate of Incorporation

October 16, 2024

Amended and Restated Bylaws of Registrant

333‑168624

November 22, 2010

Amendment No.1 to the Bylaws of Registrant

October 16, 2024

Form of Common Stock Certificate

333‑168624

November 22, 2010

Description of the Registrant’s Securities Under Section 12 of the Exchange Act

November 20, 2019

1 unchanged sentence

Doan, dated March 15, 2005

333‑168624

August 6, 2010

SemiLEDs Corporation 2010 Equity Incentive Plan, Stock Unit Grant Agreement (Director Form)

001‑34992

February 9, 2012

SemiLEDs Corporation 2010 Equity Incentive Plan, Form of Stock Unit Agreement (Officer Form)

001‑34992

February 24, 2012

Form of Proprietary Information and Inventions Agreement

333‑168624

September 14, 2010

Form of Non‑competition Agreement

333‑168624

Form of Non‑competition Agreement

September 14, 2010

Form of Option Agreement for the 2010 Equity Incentive Plan

333‑168624

November 16, 2010

Form of Indemnification Agreement with directors and officers

333‑168624

October 26, 2010

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Amendment to Convertible Unsecured Promissory Note dated May 26, 2021 to Trung Doan

November 29, 2021

Amendment to Convertible Unsecured Promissory Note dated May 26,2021 to Simplot Taiwan Inc.

November 29, 2021

Second Amendment to Convertible Unsecured Promissory Note dated May 26, 2022 between SemiLEDs Corporation and Simplot Taiwan Inc.

14 unchanged sentences

April 7, 2023

Fourth Amendment to Convertible Unsecured Promissory Note dated January 5, 2024 between SemiLEDs Corporation and Simplot Taiwan Inc.

January 9, 2024

Fourth Amendment to Convertible Unsecured Promissory Note dated January 5, 2024 between SemiLEDs Corporation and Trung Doan

January 9, 2024

Fourth Amendment to Loan Agreement dated January 7, 2024 between SemiLEDs Corporation and Simplot Taiwan Inc.

January 9, 2024

Fourth Amendment to Loan Agreement dated January 7, 2024 between SemiLEDs Corporation and Trung Doan

January 9, 2024

Assignment of Loan Agreement dated January 7, 2024

January 9, 2024

Fifth Amendment to Loan Agreement dated February 9, 2024 between SemiLEDs Corporation and Trung Doan

February 20, 2024

Sixth Amendment to Loan Agreement dated July 3, 2024 between SemiLEDs Corporation and Trung Doan

Insider Trading Policy

Subsidiaries of the Registrant

Consent of KCCW Accountancy Corp, Independent Registered Public Accounting Firm

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a)

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a)

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a)

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a)

Certification of the Chief Executive Officer Pursuant to 18 U.S.C.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compensation Recovery Policy

Inline XBRL Instance Document

32 unchanged sentences

Gough Walter Michael

CHRIS CHANG YU

November 27, 2024

Chris Chang Yu

SEMILEDS CORPORATION

SCHEDULE II—

VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II— VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures