What changed in this filing

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Item 9A. Controls and Procedures

2022-08-29 compared with 2021-08-27 · 729 added, 709 removed, 780 unchanged (65% of the section changed)

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The effectiveness of our internal control over financial reporting as of June 30, 2022, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their opinion is stated in their report which is included in this Annual Report on Form 10-K.

Remediation of Prior Year Material Weakness

We have remediated the IT general controls that aggregated to a material weakness as previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2020.

Since that time, with the oversight of our management and audit committee, we have implemented measures to remediate the material weakness.

The following actions have been implemented and performed:

• Re-designed the logical access roles associated with our primary ERP application and re-provisioned those roles to enforce segregation of duties and align user access commensurate with their business process role and job responsibilities;

• Implemented a third-party application to facilitate improved processes and controls related to provisioning privileged access roles and the monitoring of those roles;

• For our boundary applications relevant to financial reporting, implemented new program change management control;

• Strengthened access and monitoring controls related to boundary systems;

• For our primary ERP application, strengthened provisioning of privileged access roles;

• Monitored instances in which individuals were granted broad access.

We believe the foregoing efforts have effectively remediated the material weakness as these procedures

have been implemented for a sufficient period of time during the fiscal year and we have completed our testing of the design and operating effectiveness of these above procedures as of June 30, 2021.

As we continue to evaluate and work to improve our internal control over financial reporting, we may execute additional measures to enhance the overall design of our internal controls.

Changes in Internal Control over Financial Reporting

Other than the remediation efforts described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

SMCI | 2022 Form 10-K | 100

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Other Information

SMCI | 2022 Form 10-K | 101

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers, and Corporate Governance

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Sara Liu 60 Co-Founder, Senior Vice President and Director

Fairfax (1)(4) 65 Director

Saria Tseng (2)(3)(4) 51 Director

Sherman Tuan (2)(3)(4) 67 Director

Shiu Leung (Fred) Chan (1)(4) 73 Director

Tally Liu (1)(4) 71 Director

__________________________

Daniel Fairfax (1)(4)

Judy Lin (2)(4)

Sherman Tuan (2)(3)(4)

Shiu Leung (Fred) Chan (1)(2)(4)

Tally Liu (1)(3)(4)

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(2) Member of the Nominating and Corporate Governance Committee (the “Governance Committee”)

(3) Member of the Compensation Committee

(4) Determined by the Board of Directors to be “independent”

SMCI | 2022 Form 10-K | 102

The following Board Diversity Matrix is provided pursuant to Nasdaq Rule 5606.

Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Board Diversity Matrix (As of July 31, 2022)

Total Number of Directors

Did Not Disclose Gender

Gender Identity

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

Executive Officers and Management Directors

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in Electrical Engineering.

SMCI | 2022 Form 10-K | 103

George Kao serves as our Senior Vice President of Operations and previously served as our Vice President of Operations.

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in Electrical Engineering from California State Polytechnic University in San Luis Obispo.

Sara Liu co-founded Super Micro in September 1993, has been a member of our Board of Directors since March 2007 and currently serves as our Co-Founder, Senior Vice President, and a director.

Sara Liu co-founded Super Micro in September 1993, has been a member of our Board since March 2007 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.

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Non-Management Directors

Fairfax has been a member of our Board of Directors since July 2019.

Daniel Fairfax has been a member of our Board since July 2019.

Fairfax served as Senior Vice President and Chief Financial Officer of Brocade Communications, a networking equipment company (“Brocade”) from June 2011 to November 2017.

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He began his career as a consultant with the National Telecommunications Practice Group of Ernst & Young.

Fairfax currently serves on the board of directors of Energous Corporation, where he is both the chair of the board and chair of the audit committee.

Fairfax is a certified public accountant with an inactive license in California and holds an MBA degree from The University of Chicago Booth School of Business and a Bachelor of Arts degree, with a major in Economics, from Whitman College.

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Fairfax should serve on the Board based on his skills, experience, his financial literacy and his familiarity with technology businesses.

Saria Tseng has been a member of our Board of Directors since November 2016.

Tseng has served as Vice President of Strategic Corporate Development, General Counsel and Secretary of Monolithic Power Systems, Inc.

(“MPS”), a fabless manufacturer of high-performance analog and mixed-signal semiconductors since 2004.

From 2001 to 2004, Ms.

Tseng served as Vice President, General Counsel and Corporate Secretary of MaXXan Systems, an enterprise class storage network system.

Previously, Ms.

Tseng was an attorney at Gray Cary (now DLA Piper) and Jones Day.

Tseng is a member of the state bar in both California and New York and is a member of the bar association of the Republic of China, Taiwan.

She holds Master of Law degrees from the University of California at Berkeley and the Chinese Culture University in Taipei.

Judy Lin has been a member of our Board since April 2022.

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.

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.

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.

Tseng should serve on the Board based on her skills, experience and qualifications in business and corporate law, her legal expertise and her familiarity with technology business.

Sherman Tuan has been a member of our Board of Directors since February 2007.

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.

Sherman Tuan has been a member of our Board since February 2007.

Tuan is founder of PurpleComm, Inc.

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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.

Shiu Leung (Fred) Chan has been a member of our Board of Directors since October 2020.

Chan is the founder and president of KCR Development, Inc.

SMCI | 2022 Form 10-K | 104

Shiu Leung (Fred) Chan has been a member of our Board since October 2020.

Chan is the founder and currently the president of KCR Development, Inc.

which has developed real estate projects in excess of $1 billion in California and Hawaii specializing in high-density residential and retail projects.

Chan also has more than three decades of experience in the high technology sector and as an entrepreneur.

He most recently served as chairman of ESS Technology, Inc., a privately held semiconductor company which he founded, from 2015 to 2019.

ESS Technology was previously a public company listed on Nasdaq from 1995 until 2008, where he had held a variety of senior executive roles, including as chairman, president and

chief executive officer, and served as a director.

He most recently served as chairman of ESS Technology, Inc., a privately held semiconductor company which he had founded, from 2015 to 2019.

ESS Technology was previously a public company listed on Nasdaq from 1995 until 2008, where he had held a variety of senior executive roles, including as chairman, president and chief executive officer, and served as a director.

Chan has also previously served as chairman of a privately-held consumer electronic company, founder and an executive officer of a VLSI chip design center providing computer aided design, engineering and other design services, and co-founder and an executive officer of a company in the business of computer aided engineering systems development.

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Chan should serve on the Board based on his skills and experience in growing companies and familiarity with technology businesses.

Tally Liu was appointed to our Board of Directors and our Audit Committee on January 30, 2019, and was appointed as the chair of the Audit Committee on June 30, 2019.

Tally Liu was appointed to our Board and our Audit Committee in January 2019 and was appointed as the chair of the Audit Committee in June 2019.

Liu has been retired since 2015.

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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.

Liu is not related to any member of our Board of Directors or any of our officers.

Liu is not related to any member of our Board or any of our officers.

Our Governance Committee concluded that Mr.

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Charles Liang and Ms.

Sara Liu who are married, there are no other family relationships among any of our directors or executive officers.

Sara Liu who are married to each other, there are no other family relationships among any of our directors or executive officers.

Composition of the Board

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The current composition of the Board of Directors is:

Class I Directors (1) Charles Liang

Class II Director (2) Sara Liu

Class III Directors (3) Daniel W.

Class I Directors (1)

Charles Liang

Class II Directors (2)

Sara Liu Judy Lin

Class III Directors (3)

Shiu Leung (Fred) Chan

__________________________

(1) The term of Class I directors expires at the annual meeting of stockholders following fiscal year 2022.

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(3) The term of Class III directors expires at the annual meeting of stockholders following fiscal year 2024.

SMCI | 2022 Form 10-K | 105

CORPORATE GOVERNANCE

Corporate Governance Guidelines

We have adopted “Corporate Governance Guidelines” to help ensure that the Board of Directors is independent from management, appropriately performs its function as the overseer of management, and that the interests of the Board of Directors

and management align with the interests of our stockholders.

We have adopted “Corporate Governance Guidelines” to help ensure that the Board is independent from management, appropriately performs its function as the overseer of management, and that the interests of the Board of Directors and management align with the interests of our stockholders.

The “Corporate Governance Guidelines” are available at https://ir.supermicro.com/governance/governance-documents/default.aspx

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In addition, compensation committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing requirements of The Nasdaq Stock Market.

The Board affirmatively determines the independence of each director and nominee for election as a director in accordance with the listing requirements of The Nasdaq Stock Market.

Based on these standards, our Board of Directors has determined that five of its current seven members, Daniel W.

Fairfax, Saria Tseng, Sherman Tuan Shiu Leung (Fred) Chan and Tally Liu, are "independent directors" under the applicable rules and regulations of the SEC and the listing requirements and rules of The Nasdaq Stock Market.

Each year, the Board affirmatively assesses the independence of each director and nominee for election as a director in accordance with the listing requirements of The Nasdaq Stock Market.

Based on these standards, our Board has determined that five of its current seven members, Daniel Fairfax, Judy Lin, Sherman Tuan Shiu Leung (Fred) Chan and Tally Liu, are “independent directors” under the applicable rules and regulations of the SEC and the listing requirements and rules of The Nasdaq Stock Market.

Executive Sessions

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Communications with the Board of Directors

The Board of Directors welcomes the submission of any comments or concerns from stockholders or other interested parties.

If you wish to send any communications to the Board of Directors, you may use one of the following methods:

The Board welcomes the submission of any comments or concerns from stockholders or other interested parties.

If you wish to send any communications to the Board, you may use one of the following methods:

• Write to the Board at the following address:

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MEETINGS AND COMMITTEES OF THE BOARD

SMCI | 2022 Form 10-K | 106

Board Meetings

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We held an annual meeting of stockholders on May 18, 2022, for our fiscal year 2021.

Board held nine meetings during fiscal year 2021, four of which were regularly scheduled meetings and five of which were special meetings.

The Board held eleven meetings during fiscal year 2022, four of which were regularly scheduled meetings and seven of which were special meetings.

All directors attended at least 75% of the meetings of the Board and the committees on which they served during the time they were members of the Board or such committees during fiscal year 2022.

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The Board conducts this oversight directly and through its committees.

Our Board has delegated primary responsibility for oversight of risks relating to financial controls and reporting to our Audit Committee, which in turn reports to the full Board on such matters as appropriate.

The Audit Committee also assists the Board in oversight of certain risks, particularly in the areas of internal controls over financial reporting, financial reporting and review of related party transactions.

The Board has delegated primary responsibility for oversight of risks relating to financial controls and reporting to our Audit Committee.

The Audit Committee also assists the Board in oversight of certain other risks, including internal controls and review of related party transactions.

The Audit Committee reports to the full Board on such matters as appropriate.

Our management, with oversight from our Compensation Committee, has reviewed our compensation policies and practices with respect to risk-taking incentives and risk management and does not believe that potential risks arising from our compensation polices or practices are reasonably likely to have a material adverse effect on our company.

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The charter for each committee is available at https://ir.supermicro.com/governance/governance-documents/default.aspx .

In October 2020, the Board of Directors approved amendments to the charters for each of the Audit Committee and the Compensation Committee, and, in January 2021, the Board of Directors approved amendments to the Governance Committee charter, which amendments are all reflected in the descriptions contained herein.

In October 2021, the each of the three standing committees conducted their periodic review of their charters, and a description of such charters is set forth below.

The charter of each committee also is available in print to any stockholder who requests it.

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Audit Committee Compensation Committee Governance Committee

Tally Liu (1) Sherman Tuan (1) Saria Tseng

Fairfax Saria Tseng Sherman Tuan

Tally Liu (1)

Sherman Tuan (1)

Shiu Leung (Fred) Chan (1)

__________________________

Fairfax Tally Liu Sherman Tuan

Shiu Leung (Fred) Chan

(1) Committee Chairperson

(2) The Governance Committee does not currently have a designated chairperson.

Audit Committee

The Audit Committee has three members currently.

The Audit Committee met 21 times in fiscal year 2021, four of which were regularly scheduled meetings and 17 of which were special meetings.

The Audit Committee met sixteen times in fiscal year 2022, four of which were regularly scheduled meetings and twelve of which were special meetings.

The Board has determined that each member of our Audit Committee meets the requirements for independence under the applicable listing requirements of The Nasdaq Stock Market and the rules of the SEC.

The Board has also determined that our Audit Committee has the required number of “audit committee financial experts” as defined under applicable SEC rules.

SMCI | 2022 Form 10-K | 107

As outlined more specifically in the Audit Committee charter, the Audit Committee has, among other duties, the following responsibilities:

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The Compensation Committee charter provides that the Compensation Committee shall be comprised of no fewer than two members.

The Compensation Committee met eight times in fiscal year 2021, four of which were regularly scheduled meetings and four of which were special meetings.

The Compensation Committee met six times in fiscal year 2022, four of which were regularly scheduled meetings and two of which were special meetings.

The Compensation Committee is comprised solely of non-employee directors.

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• Reviews and approves our incentive compensation plans and equity compensation plans;

SMCI | 2022 Form 10-K | 108

• Monitors and assesses risks associated with our compensation policies, including whether such policies could lead to unnecessary risk-taking behavior, and consults with management regarding such risks;

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Nominating and Corporate Governance Committee

The Governance Committee has two members currently.

The Governance Committee charter provides that the Governance Committee shall be comprised of no fewer than two members.

The Governance Committee met seven times in fiscal year 2021, four of which were regularly scheduled meetings and three of which were special meetings.

The Governance Committee has three members currently.

The Governance Committee met 7 times in fiscal year 2022, four of which were regularly scheduled meetings and three of which were special meetings.

The Governance Committee is comprised solely of non-employee directors.

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The Governance Committee may delegate its responsibilities, along with the authority to take action in relation to such responsibilities, to subcommittees comprised of one or more Governance Committee members, subject to requirements of our bylaws, applicable laws and regulations.

SMCI | 2022 Form 10-K | 109

In accordance with our bylaws, our Board establishes additional committees for specific delegated purposes, roles and responsibilities that are temporary in nature.

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Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC, and to furnish us with copies of all Section 16(a) reports that they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us and certain written representations provided to us, we believe that during the fiscal year ended June 30, 2021, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements, except that one late Form 4 was filed on September 15, 2020 for each of Ms.

Sara Liu, Mr.

Charles Liang (as the spouse of Ms.

Sara Liu), Mr.

David Weigand, and Mr.

Don Clegg to reflect equity awards made to Ms.

Weigand, and Mr.

Clegg on August 4, 2020.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us and certain written representations provided to us, we believe that during the fiscal year ended June 30, 2022, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements, except that one late Form 4 was filed on June 3, 2022 for each of Mr.

Charles Liang and Ms.

Sara Liu (as the spouse of Mr.

Charles Liang) to reflect certification on March 26, 2022 of the achievement of one of the revenue goals associated with the 2021 CEO Performance Award (as defined below) previously granted to Mr.

SMCI | 2022 Form 10-K | 110

Executive Compensation

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Compensation Discussion and Analysis (“CD&A”)

In this section we provide an explanation and analysis of the material elements of the compensation provided to our Chief Executive Officer, persons who served as Chief Financial Officer during fiscal year 2021, and our other three most highly compensated executive officers who were serving as executive officers at the end of our fiscal year 2021 (collectively referred to as our “named executive officers”).

In this section we provide an explanation and analysis of the material elements of the compensation provided to our Chief Executive Officer, Chief Financial Officer, and both of our other two executive officers who were serving on June 30, 2022, which was the end of our fiscal year 2022 (collectively referred to as our “named executive officers”).

Our named executive officers and their positions at the end of fiscal year 2022 were:

Charles Liang President, Chief Executive Officer (“CEO”) and Chairman of the Board

David Weigand (1)

Senior Vice President, Chief Financial Officer and Chief Compliance Officer

David Weigand Senior Vice President, Chief Financial Officer and Chief Compliance Officer

Don Clegg Senior Vice President, Worldwide Sales

George Kao Senior Vice President, Operations

Senior Chief Executive, Strategic Business

Kevin Bauer (1)

Former Senior Vice President, Chief Financial Officer

__________________________

Weigand (whose previous title was Senior Vice President, Chief Compliance Officer) assumed the role of Senior Vice President, Chief Financial Officer and Chief Compliance Officer following the resignation of Mr.

Bauer in January 2021.

However, information for Mr.

Bauer is still presented in this Executive Compensation section as Mr.

Bauer served as Chief Financial Officer during a portion of fiscal year 2021.

Hsu served as Senior Vice President, Chief Operating Officer until March 2021.

In March 2021, Mr.

Hsu transitioned to the role of Senior Chief Executive, Strategic Business.

Overview of Compensation

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(1) The chart presents the percentage compensation by compensation component received by the five presented non-CEO named executive officers together (aggregate compensation) as a group, as well as the split between cash and equity compensation for all such persons received in aggregate as a group.

Compensation Philosophy and Objectives—Our Move Toward Performance-Based Compensation Arrangements

Our executive compensation philosophy is to link compensation to corporate performance, particularly the compensation of Mr.

Liang, our CEO.

Starting in fiscal year 2018 (beginning July 1, 2017), we have moved toward an explicit linking of Mr.

Liang’s compensation to performance goals.

This movement began in August 2017, when approximately half of Mr.

Liang’s equity awards for fiscal year 2018 were in the form of performance-based restricted stock units (“PRSUs”).

trend was interrupted during the time when we were not current in filing our periodic reports with the SEC (September 2017 to January 2020).

See our Annual Reports on Form 10-K for fiscal years 2019 and 2020 on file with the SEC for a description of the circumstances that led to us not being able to file our periodic reports during that time.

After we returned to being current in our SEC filings in December 2019, we continued to link more of Mr.

Liang’s compensation to corporate performance, through granting him a special cash award opportunity in March 2020 tied to stock price and other metrics, and a short-term incentive award opportunity in May 2020 tied to corporate performance metrics for fiscal year 2020.

This movement culminated in March 2021, when we changed Mr.

(1) The chart presents the percentage compensation by compensation component received by the three non-CEO named executive officers together (aggregate compensation) as a group, as well as the split between cash and equity compensation for all such persons received in the aggregate as a group.

No equivalent chart is presented for CEO compensation because, through all of fiscal year 2022, and continuing for about the next four years, almost all of Mr.

Liang’s compensation has been, and is expected to be, based only upon his ability to earn the 2021 CEO Performance Award, as further described below.

SMCI | 2022 Form 10-K | 111

Compensation Philosophy and Objectives—Our Continued Move Toward Performance-Based Compensation Arrangements

Our executive compensation philosophy is to link compensation to corporate performance.

Efforts in years before fiscal year 2022 were primarily focused on our CEO, Mr.

Charles Liang, and are discussed further below.

However, during fiscal year 2022, the Compensation Committee further expanded the linkage of compensation to corporate performance to certain other named executive officers.

During the early part of fiscal year 2022, the Compensation Committee reviewed the results of a new compensation study it had requested from its independent compensation consultant, and continued to explore (with Mr.

Liang) the appropriate balance for other named executive officers between fixed and regular compensation components (like base salary and regularly refreshed equity grants with time-based vesting) and performance-based equity awards (like performance-based restricted stock units (“PRSUs”)).

These efforts culminated in the adoption of a new fiscal year 2022 compensation program for Messrs.

Weigand and Clegg in March 2022 (the “FY2022 Performance Program for Other Named Executive Officers”).

See “FY2022 Performance Program for Other Named Executive Officers” below for more specific information about the design and operation of this new compensation program.

With respect to our CEO, Mr.

Liang, fiscal year 2022 was a year of evaluating and monitoring the initial results of performance-based compensation arrangements made with Mr.

Liang in fiscal year 2021.

In March 2021, we had changed Mr.

Liang’s compensation to be almost completely performance-based.

As discussed in more detail below, in March 2021, we converted nearly 100% of Mr.

Liang’s compensation to performance-based compensation through the issuance of options (the “2021 CEO Performance Award”) to purchase 1,000,000 shares of our common stock at an exercise price of $45.00 per share, which was 32% higher than the market price of our common stock on the date of the award ($34.08).

The option is comprised of five tranches, which vest only if the market price of our common stock reaches various prices (ranging from $45.00 to $120.00 per share) and we achieve certain specified revenue goals, all as described in greater detail below.

Liang’s compensation to performance-based compensation through the issuance of performance-based options (the “2021 CEO Performance Award”) to purchase 1,000,000 shares of our common stock at an exercise price of $45.00 per share, which price was 32% higher than the market price of our common stock on the date the award was provided ($34.08).

The 2021 CEO Performance Award is comprised of five tranches that vest only if the market price of our common stock reaches various prices (ranging from $45.00 to $120.00 per share) and we achieve certain specified revenue goals, all as described in greater detail below.

In connection with the 2021 CEO Performance Award, Mr.

Liang’s base salary was reduced to $1.00 per year (or, if required by law, the statutory minimum wage applicable in San Jose, California) and Mr.

Liang’s base salary was reduced to $1.00 per year and Mr.

Liang agreed that he would not be eligible for any increase in base salary, or any other cash compensation, until June 30, 2026.

In summary, as of the end of fiscal year 2021, almost all of Mr.

Liang’s compensation for the next five years is based upon us achieving the revenue goals described below and the market price of our common stock meeting the price targets described below.

To fully achieve those goals and targets, our revenue must increase from $3.6 billion for fiscal year 2021 to $8 billion, and the market price of our common stock must reach $120, an increase of 252% from the market price on the day the stock options were awarded.

See below for more details about the 2021 CEO Performance Award.

Through fiscal year 2021, we have utilized explicit linking of compensation to performance metrics less with our other NEOs than we have with Mr.

The extent of such linking is described in greater detail below.

During fiscal year 2022, the Compensation Committee intends to continue exploring (with Mr.

Liang) the appropriate balance between performance-based equity awards like PRSUs and our traditional use of stock options and restricted stock units (“RSUs”) with time-based vesting for future long-term equity programs for other named executive officers.

While PRSUs provide the recipient the opportunity to earn a defined number of shares of our common stock if we and/or the recipient achieve pre-set performance goals over time and have become increasingly common in compensation arrangements in the technology industry generally, we believe that our traditional approach to equity awards has served us well, both historically and in fiscal year 2021.

Liang’s compensation for fiscal year 2022 was based entirely upon the 2021 CEO Performance Award and related agreements.

As of the date of this report, one of the five tranches under the 2021 CEO Performance Award (representing 200,000 options granted under such award) has been earned because the first revenue goal of $4.0 billion in annualized revenue was achieved and the first stock price goal of $45.00 was achieved.

In addition, while not yet certified by the Compensation Committee as of the date of this report, the second revenue goal of $4.8 billion in annualized revenue has also been achieved based upon the financial results for fiscal year 2022.

Liang received a base salary of $1 during fiscal year 2022.

In summary, since the latter part of fiscal year 2021, through all of fiscal year 2022, and continuing for about the next four years, almost all of Mr.

Liang’s compensation has been, and is expected to be, based only upon us achieving the revenue goals described below and the common stock price targets described below.

To fully achieve those goals and targets, our revenue must increase to $8 billion over a rolling four-quarter period (from $3.6 billion for the last full fiscal year before the award) and the market price of our common stock must reach $120.00 per share (from $34.08 on the day the award was provided).

Process Overview

The Compensation Committee of the Board discharges the Board’s responsibilities relating to compensation of all of our executive officers.

During fiscal year 2021, the Compensation Committee was comprised of three non-employee directors through May 28, 2021 and two non-employee directors for the remainder of the fiscal year through June 30, 2021 following the expiration of the term of office of Mr.

Hwei-Ming (Fred) Chan as a director.

During fiscal year 2022, the Compensation Committee was principally comprised of two non-employee directors, although for a brief period from April 27, 2022 through May 18, 2022, the Compensation Committee was comprised of three non-employee directors.

All of the non-employee directors who served on the Compensation Committee during fiscal year 2022 were independent pursuant to the applicable listing rules of NASDAQ and Rule 16b-3 under the Exchange Act.

SMCI | 2022 Form 10-K | 112

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, neither our Chief Financial Officer nor our General Counsel attends the portion of meetings during which his own performance or compensation is being discussed.

However, during the meetings, neither our Chief Financial Officer nor our General Counsel participates in the consideration of his own performance or compensation, although he may provide an introduction of the topic to be considered to the Compensation Committee.

Our Chief Financial Officer and General Counsel support the Compensation Committee in its work by providing information relating to our financial plans and certain personnel-related data.

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As part of making an overall assessment of each named executive officer’s role and performance, and structuring our compensation programs for fiscal year 2022, the Compensation Committee reviewed recommendations of our Chief Executive Officer, as well as publicly available peer group compensation data and data compiled by our independent compensation consultant.

During fiscal year 2021, the Compensation Committee considered various sources of information and comparative data when structuring the compensation awards issued and determining executive compensation levels, including information and compensation data assembled for the Compensation Committee by Radford, an Aon Hewitt company ("Radford"), from a sample of public companies selected by us.

For the 2021 CEO Performance Award, the Compensation Committee considered similar awards issued by technology companies consisting of Tesla, Axon Enterprise, RH Technologies, Dish Networks, Oracle, and Sorento Therapeutics.

The Compensation Committee engaged Radford in designing, modeling, drafting and reviewing the 2021 CEO Performance Award.

In addition, for other fiscal year 2021 compensation decisions, the sample consisted of the following companies (1) :

Ciena Corporation Infinera Corporation

Juniper Networks, Inc.

Diebold Nixdorf, Incorporated NetApp, Inc.

Extreme Networks, Inc.

During fiscal year 2022, the Compensation Committee considered various sources of information and comparative data when structuring the compensation awards issued and determining executive compensation levels, including information and compensation data assembled for the Compensation Committee by Radford, an Aon Hewitt company ("Radford"), from a sample of public companies selected by us, with input on the selection of this sample from Radford.

The sample selected by us consisted of the following companies (1) :

Benchmark Electronics, Inc.

Ciena Corporation

NETGEAR, Inc.

F5 Networks, Inc.

__________________________

(1) The same sample companies were used for fiscal year 2019, 2020 and 2021.

In selecting the companies for inclusion in the sample, we considered whether the company may compete against us for executive talent.

(2) Although Cray Inc.

was acquired by Hewlett Packard Enterprise Company in 2019, it remained included in the information regarding the sample public companies that was used for fiscal year 2021 purposes.

Other than with respect to the 2021 CEO Performance Award for which the independent consultant prepared a report in March 2021 at the request of the Compensation Committee, the Compensation Committee utilized for fiscal year 2021 the independent consultant report developed for fiscal year 2019 as it believed the report continued to be relevant.

Recognizing that over-reliance on external comparisons can be of concern, the Compensation Committee used external comparisons as only one point of reference and is mindful of the value and limitations of comparative data.

Diebold Nixdorf, Inc.

Extreme Networks, Inc.

Pure Storage, Inc.

Teradata Corporation

Infinera Corporation

TTM Technologies, Inc.

Juniper Networks, Inc.

Lumentum Holdings Inc.

Vishay Intertechnology, Inc.

(1) For purposes of its consideration of 2022 executive compensation, the Compensation Committee modified the group of companies it had used for 2021 executive compensation determinations by adding Benchmark Electronics, Inc., Lumentum Holdings Inc., Pure Storage, Inc., Teradata Corporation, TTM Technologies, Inc., Viasat, Inc., and Vishay Intertechnology, Inc.

These changes were made primarily to emphasize companies that we believe compete against us for executive talent.

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.

Key Fiscal Year 2022 Executive Compensation Decisions and Actions

During fiscal years 2019 and 2020, the Compensation Committee generally refrained from compensation adjustments for named executive officers until after such time as we became current in our filings with the SEC (which occurred in December 2019) and our stock was re-listed on the Nasdaq Global Select Market (which occurred in January 2020), except in connection with out of the ordinary circumstances, such as a transition in executive officers.

At the beginning of fiscal year 2021 (which began July 1, 2020), the Compensation Committee decided that, in light of (1) the recent increase during the fourth quarter of fiscal year 2020 in the base salaries of named executive officers, (2) the fiscal year 2020 incentive cash program tied to specific performance goals adopted during the fourth quarter of fiscal year 2020 in which each of our named executive officers participated, (3) approval during the third quarter of fiscal year 2020 of special performance-based cash incentive award opportunities linked to stock price to certain long-term employees (which included some of the named executive officers), and (4) special cash bonus payments made to certain of our employees (which included some of the named executive officers), all of which were discussed in the CD&A for fiscal year 2020 included in our most recent proxy statement (the “Prior Year CD&A”), it would generally not implement increases in base salaries or annual cash incentive opportunities for named executive officers, except in connection with out of the ordinary circumstances, such as a transition in executive officers.

In order to further incentivize Mr.

Liang’s continued long-term performance as Chief Executive Officer, the Compensation Committee designed the 2021 CEO Performance Award to be a challenging long-term incentive for future performance.

In connection with the issuance of such award in March 2021, the Compensation Committee noted in particular that the performance thresholds adopted were challenging and could take years to achieve.

In addition, the Compensation Committee sought to help ensure that the 2021 CEO Performance Award would further align Mr.

Liang’s interests with those of the Company’s stockholders over the long-term.

In connection with the grant of the 2021 CEO Performance Award, it was also determined that Mr.

Liang would receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement, if deemed advisable) and no cash bonuses through June 30, 2026.

Liang must also remain as the Company’s Chief Executive Officer (or such other position with the Company as Mr.

Liang and the Board may agree) at the time each goal set forth in the 2021 CEO Performance Award is met in order for the corresponding tranche to vest.

This helps ensure Mr.

Liang’s active leadership of the Company over the long-term.

As a result of our becoming current in our filings with the SEC in December 2019 and stockholder approval of the 2020 Equity and Incentive Compensation Plan at the annual meeting of stockholders held on June 5, 2020, we were in position to also re-commence the grant of equity incentives to our employees during fiscal year 2021, including our named executive officers.

In addition to the special grant to Mr.

Liang of the 2021 CEO Performance Award, during fiscal year 2021, we made grants under the 2020 Equity and Incentive Compensation Plan of equity incentives to each of Mr.

Clegg and Mr.

Kao, which grants were consistent with our historical practice prior to the time we had ceased being current in our periodic filings with the SEC in 2017, all as discussed further below.

Additional Information on the Compensation Committee's Compensation Consultant

For fiscal year 2021, the Compensation Committee utilized information from Radford in making certain named executive officer compensation decisions.

Previously, in fiscal year 2019, Radford had advised the Compensation Committee regarding executive officer compensation decisions and our management had commissioned Radford to provide additional services to management for similar compensation studies to evaluate components of total compensation for our employees generally.

In making the adjustments to base salaries for our named executive officers in the fourth quarter of fiscal year 2020, the Compensation Committee relied on information that Radford had provided in both fiscal year 2020 and in fiscal year 2019.

In addition, in connection with evaluating the 2021 CEO Performance Award in fiscal year 2021, the Compensation Committee considered information Radford had provided in March 2021 related to peer group chief executive officer compensation and pay-for-performance analyses, as described above.

In fiscal year 2019, before receiving Radford’s information and assistance, the Compensation Committee assessed the independence of Radford in the light of all relevant factors, including the additional services and other factors required by the SEC, that could give rise to a potential conflict of interest with respect to Radford.

Key fiscal year 2022 executive compensation decisions and actions included the following:

• The Compensation Committee had Radford prepare a compensation study that was presented in August 2021 that included information and compensation data from a sample of public companies selected by us, as discussed above.

The Compensation Committee utilized the information in the newly prepared compensation study as one point of reference in its consideration of named executive officer compensation in fiscal year 2022.

Before receiving Radford’s information and assistance in fiscal year 2022, the Compensation Committee assessed the independence of Radford in the light of all relevant factors, including additional services and other factors required by the SEC, that could give rise to a potential conflict of interest with respect to Radford.

Based on these reviews and assessments, the Compensation Committee did not identify any conflicts of interest raised by the work performed by Radford.

In each of fiscal years 2020 and 2021, the Compensation Committee updated its assessment of Radford’s independence and did not identify any conflicts of interest raised by additional work performed by Radford in such fiscal years.

• As a part of continuing efforts to evolve the approach to executive officer compensation and to further expand the linkage of compensation to corporate performance to other named executive officers, the Compensation Committee adopted the FY2022 Performance Program for Other Named Executive Officers in March 2022.

In addition to base salary and fixed bonus components, the new program includes a performance-based annual incentive award, most of which is payable in the form of service-based restricted stock units (“RSUs”) that generally vest over an extended period of four years.

The performance-based annual incentive award:

SMCI | 2022 Form 10-K | 113

* Is formula based;

* Utilizes company performance metrics that are individualized based upon the role of the officer;

* Utilizes company performance metrics tied closely to stockholder value, including percentage appreciation in stock price from the prior fiscal year, percentage increase in worldwide revenue from the prior fiscal year, and percentage increase in worldwide net profit from the prior fiscal year.

See “- FY2022 Performance Program for Other Named Executive Officers” below for more information.

• Based on effective base salaries and the Compensation Committee’s review and certification of actual performance (as described further below) under the FY2022 Performance Program for Other Named Executive Officers for fiscal year 2022:

Weigand received a fixed bonus amount of $94,050 paid in semi-monthly installments starting October 1, 2021, earned a cash payment of $48,973 and earned a grant of $195,892 in RSUs that are expected to be granted on August 29, 2022 and will generally vest in annual installments over four years;

Clegg received a fixed bonus amount of $70,620 paid in semi-monthly installments starting October 1, 2021, earned a cash payment of $166,250, and earned a grant of $166,250 in RSUs that are expected to be granted on August 29, 2022 and will generally vest in annual installments over four years.

• Base salaries for the named executive officers other than the CEO were adjusted several times during fiscal year 2022 as a part of a perceived critical need to enhance retention value for key personnel, and were based in part upon:

* Analyses provided in the newly prepared compensation study for fiscal year 2022 that indicated that base salaries for such named executive officers (prior to the increases) were generally below the 25 th percentile in the market;

* Consideration of inflationary market conditions in the second half of fiscal year 2022.

• Fiscal year 2022 was the first full fiscal year in which the CEO operated under the 2021 CEO Performance Award, and related agreements, which was granted in March 2021.

During fiscal year 2022, the Compensation Committee closely monitored the Company’s performance and the CEO’s performance against not only the key metrics of the 2021 CEO Performance Award, but also the objectives of the 2021 CEO Performance Award, for alignment with stockholder value and stockholder interests.

During fiscal year 2022, the CEO received a base salary of only $1, no short-term cash bonus awards, and no time-based or performance-based equity awards.

• The Company’s revenue exceeded $4 billion for the four quarters ended December 31, 2021.

The trailing 60 trading day average of closing prices of the Company’s Common Stock reached $45.00 on June 8, 2022.

Accordingly, the Compensation Committee has certified that both the revenue condition and the stock price condition for the vesting of the first 200,000 shares subject to the 2021 CEO Performance Award have been met.

• The Company’s revenue further increased to $5.2 billion for the four quarters ended June 30, 2022.

As a result, while not yet certified by the Compensation Committee as of the date of this report, the second revenue goal of $4.8 billion in annualized revenue set forth in the 2021 CEO Performance Award has also been achieved based upon the financial results for fiscal year 2022.

The Compensation Committee will continue to closely monitor the Company’s performance and the CEO’s performance against both the key metrics and objectives of the 2021 CEO Performance Award.

• Based on Compensation Committee action in October 2021, discretionary bonuses were awarded to Messrs.

Weigand, Clegg and Kao in the amounts of $160,000, $150,000 and $40,000, respectively.

The primary rationale for the payment of these discretionary one-time bonuses was to recognize the progress in remediating the material weaknesses in the Company's internal control over financial reporting and to reward Company employees who had contributed to such achievements.

See “- Additional discretionary bonus in FY2022” below.

SMCI | 2022 Form 10-K | 114

The Role of the Most Recent Stockholder Say-on-Pay Vote

The Compensation Committee, with the entire Board, and our management value the opinions of our stockholders.

As discussed in the Prior Year CD&A, feedback received from stockholders has included a desire that a more significant portion of executive compensation (including future equity awards made following the adoption of the 2020 Equity and Incentive Compensation Plan) be tied to performance based upon the achievement of pre-established goals.

For fiscal year 2021, the Compensation Committee took such prior feedback into consideration when it developed, designed, and granted the 2021 CEO Performance Award.

In addition, prior to granting such award in March 2021, the Compensation Committee (through management) solicited the views of several of our largest stockholders regarding the grants of large, long-term performance based equity incentives, including compensation philosophy embodied by these types of awards, potential size, appropriate performance metrics, the time periods within which such metrics should be achieved, and other terms.

The Compensation Committee, the entire Board, and our management value the opinions of our stockholders.

Feedback received from stockholders has included a desire that a more significant portion of executive compensation be tied to performance based upon the achievement of pre-established goals.

For fiscal year 2022, the Compensation Committee took such prior feedback into consideration when it developed, designed, and implemented the FY2022 Performance Program for Other Named Executive Officers.

In addition, prior to implementing the FY2022 Performance Program for Other Named Executive Officers, the Compensation Committee (through management) sought to solicit views of the external compensation consultant on the proposed program, including compensation philosophy embodied therein, potential size, appropriate performance metrics, the time period over which performance awards granted under such program should vest to achieve objectives (such as creating both long-term sustained value for stockholders and retention incentive), and other terms.

Our last annual meeting of stockholders was held on May 18, 2022 (the “Fiscal Year 2021 Annual Meeting”), and we provided our stockholders the annual opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for such meeting.

At the meeting, stockholders representing approximately 98% of the stock present and entitled to vote on this “say-on-pay” proposal approved the compensation of our named executive officers.

Although the Fiscal Year 2020 Annual Meeting was held during the latter part of fiscal year 2021 when significant decisions affecting compensation matters for fiscal year 2021 for the named executives had already been made by the Compensation Committee and the say-on-pay vote was non-binding, the Compensation Committee expects to continue to consider the outcome of the vote when making future compensation decisions for our named executive officers.

Although the Fiscal Year 2021 Annual Meeting was held during the latter part of fiscal year 2022 when significant decisions affecting compensation matters for fiscal year 2022 for the named executives had already been made by the Compensation Committee and the say-on-pay vote was non-binding, the Compensation Committee expects to continue to consider the outcome of that vote when making future compensation decisions for our named executive officers.

Role of Executive Officers in the Compensation Process

Each year, management provides recommendations to the Compensation Committee regarding compensation program design and evaluations of executive and Company performance.

In particular, in fiscal year 2021, our Chief Executive Officer provided the Compensation Committee with his views on the merits of large, long-term performance based equity incentives while minimizing other typical compensation components, such as base salary and short-term cash and equity incentives.

Liang was very willing to change his compensation arrangements so that almost all of his compensation for the next five years will depend on whether we achieve the difficult performance metrics embedded in the 2021 CEO Performance Award.

Liang has expressed his view that this change in his compensation arrangements is evidence of his commitment to our Company and his confidence in our future.

Following stockholder approval of the 2020 Equity and Incentive Compensation Plan in June 2020 that had (among other things) refreshed the pool of equity awards available for grant, our Chief Executive Officer and Chief Financial Officer provided the Compensation Committee with their views on non-CEO named executive officer equity grants based on their view of investor expectations and our operating plans and financial goals.

At the end of fiscal year 2021, our Chief Executive Officer provided the Compensation Committee with his views of the nature and extent of our performance against expectations.

Finally, our Chief Executive Officer also provided the Compensation Committee with regular performance evaluations of the other named executive officers, including his views as to their impact on strategic initiatives and organizational goals, as well as their functional expertise and leadership.

In particular, in fiscal year 2022, both our Chief Executive Officer and Chief Financial Officer provided the Compensation Committee with their views on the merits of a performance-based compensation program for certain named executive officers (other than the CEO), and the design of such program (including components thereof such as base salary, short-term cash incentives, and equity incentives).

The Compensation Committee believes the participation of such named executive officers in the process which culminated in the adoption in fiscal year 2022 of the FY2022 Performance Program for Other Named Executive Officers, and the willingness of such named executive officers to participate in the program developed, is evidence of the commitment of these named executive officers to our Company and their confidence in our future.

At the end of fiscal year 2022, our Chief Financial Officer provided the Compensation Committee with information about the Company’s performance against the objective metrics set forth in the FY2022 Performance Program for Other Named Executive Officers and the Chief Executive Officer provided the Compensation Committee with his evaluation of the subjective performance of such participating named executive officers, which is one of performance metrics contained in the FY2022 Performance Program for Other Named Executive Officers.

This performance evaluation provided by the CEO included his views as to the impact of individual named executive officers on strategic initiatives and organizational goals, as well as their functional expertise and leadership.

The Chief Executive Officer also provided the Compensation Committee with his views of the nature and extent of our performance against expectations.

While the Compensation Committee carefully considers all recommendations made by members of management, ultimate authority for all compensation decisions regarding our named executive officers rests with the Compensation Committee and the Board.

2021 CEO Performance Award Granted in March 2021

Terms of the 2021 CEO Performance Award

On March 2, 2021, the Compensation Committed granted to our Chief Executive Officer, Mr.

Liang, a long-term performance-based option award to purchase up to 1,000,000 shares of the Company’s common stock which may vest in five equal tranches.

Each of the five tranches vests if a specified revenue goal (each, a “Revenue Goal”) and a specified stock price goal (each, a “Stock Price Goal”) is achieved.

Revenue Goals must be achieved by June 30, 2026 (the “Revenue Performance Period”) and Stock Price Goals must be achieved by September 30, 2026 (the “Stock Price Performance Period”).

The 2021 CEO Performance Award was granted with an exercise price equal to $45.00 (the “Exercise Price”), representing a premium of approximately 32% to the closing stock price of $34.08 reported on NASDAQ on March 2, 2021.

The 2021 CEO Performance Award will generally expire on March 2, 2031 and includes, among other terms and conditions, a restriction on the sale of any shares issued upon exercise of the 2021 CEO Performance Award until March 2, 2024, the third anniversary of the date of grant.

The Compensation Committee designed the 2021 CEO Performance Award to be a challenging long-term incentive for future performance, and the Compensation Committee noted in particular that the performance thresholds could take many years to achieve, if they can be achieved at all.

In addition, the Compensation Committee intended that the 2021 CEO Performance Award would further align Mr.

Liang’s interests with those of the Company’s stockholders over the long term.

Fiscal Year 2022 CEO Compensation

Overview of Fiscal Year 2022 CEO Compensation

Fiscal year 2022 was the first full fiscal year in which the CEO operated under the 2021 CEO Performance Award, and related agreements.

In connection with the grant of the 2021 CEO Performance Award, Mr.

Liang will receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement, if deemed advisable) and no cash bonuses through June 30, 2026.

Liang receives a de minimis salary of $1 per year and no cash bonuses through June 30, 2026.

Liang must also remain as the Company’s CEO (or such other position with the Company as Mr.

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Liang’s active leadership of the Company over the long term.

The following table sets forth the Revenue Goals which must be achieved by the end of the Revenue Performance Period of June 30, 2026:

SMCI | 2022 Form 10-K | 115

Discussion and Analysis of 2021 CEO Performance Award

On March 2, 2021, the Compensation Committee granted to our Chief Executive Officer, Mr.

Liang, the 2021 CEO Performance Award, which is a long-term performance-based option award to purchase up to 1,000,000 shares of the Company’s common stock that may vest in five equal tranches.

Each of the five tranches vests if a specified revenue goal (each, a “Revenue Goal”) and a specified stock price goal (each, a “Stock Price Goal”) is achieved.

Revenue Goals must be achieved by June 30, 2026 (the “Revenue Performance Period”) and Stock Price Goals must be achieved by September 30, 2026 (the “Stock Price Performance Period”).

The 2021 CEO Performance Award will generally expire on March 2, 2031, and includes, among other terms and conditions, a restriction on the sale of any shares issued upon exercise of the 2021 CEO Performance Award until March 2, 2024, the third anniversary of the date of grant.

The following table sets forth the Revenue Goals which must be achieved by the end of the Revenue Performance Period of June 30, 2026, together with its achievement status as of July 31, 2022:

Revenue Goals (1)

Absolute Change From Revenue Reported for the Fiscal Year Ended June 30, 2020 (2)

$4.0 billion 20%

$4.8 billion 44%

$5.8 billion 74%

$6.8 billion 104%

$8.0 billion 140%

__________________________

Absolute Change From Revenue Reported for the Fiscal Year Ended Prior to the Grant of the CEO Performance Award (June 30, 2020) (2)

Achievement Status as of July 31, 2022

$4.0 billion 20% Achieved (3)

$4.8 billion 44% Achieved (4)

$5.8 billion 74% Not yet achieved

$6.8 billion 104% Not yet achieved

$8.0 billion 140% Not yet achieved

(1) Revenue means the Company’s total revenues, as reported by the Company in its financial statements on Forms 10-Q and 10-K filed with the SEC (but without giving effect to any rounding used in reporting the amounts in Form 10-Q and Form 10-K), for the previous four consecutive fiscal quarters of the Company.

(2) Revenue reported in the Company’s Form 10-K for the fiscal year ended June 30, 2020, was $3,339.3 million.

Revenue reported in this report for the fiscal year ended June 30, 2021 was $3,557.4 million.

The following table sets forth the Stock Price Goals which must be achieved by September 30, 2026:

(3) Revenue reported for the four quarters ended December 31, 2021, was $4.17 billion.

(4) Revenue reported for the four quarters ended June 30, 2022 was $5.20 billion.

Achievement of the $4.8 billion revenue goal has not yet been certified by the Compensation Committee.

The following table sets forth the Stock Price Goals which must be achieved by September 30, 2026, together with its achievement status as of July 31, 2022:

Stock Price Goals (1)

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Absolute Change in Stock Price From $45 Exercise Price

$95 179% 111%

$120 252% 167%

__________________________

Achievement Status as of July 31, 2022

$45 32% 0% Achieved (3)

$60 76% 33% Not yet achieved

$75 120% 67% Not yet achieved

$95 179% 111% Not yet achieved

$120 252% 167% Not yet achieved

(1) Sustained stock price performance is required for each Stock Price Goal to be met, other than in connection with a change in control.

1 unchanged sentence

(2) Utilizes closing stock price on March 2, 2021, of $34.08 per share.

The June 30, 2021 closing stock price was $35.18 per share.

The July 29, 2022 closing stock price was $54.01 per share.

(3) The sixty-trading day average stock price from March 15, 2022 through June 8, 2022 was $45.12.

SMCI | 2022 Form 10-K | 116

(1) Achievement of the $4.8 billion revenue goal has not yet been certified by the Compensation Committee as of the date of this report.

Each of the five tranches vests only when both the applicable Revenue Goal and Stock Price Goal for such tranche are certified by the Compensation Committee as having been met.

4 unchanged sentences

To the extent any tranche of the 2021 CEO Performance Award has not vested prior to the change in control and does not vest in connection with the change of control based on attainment of the relevant Stock Price Goal, as described above, such tranche under the 2021 CEO Performance Award will terminate as of the effective date of the change in control.

Reasons for the 2021 CEO Performance Award

The Compensation Committee’s primary objective in designing the 2021 CEO Performance Award was to help the Company continue to grow and achieve its mission, which would facilitate the creation of significant stockholder value.

Liang has been critical to fulfilling the Company’s mission to be the leading innovator in high-performance, high-efficiency server and storage technology while being committed to protect the environment through, and provide customers with, the most energy-efficient, environmentally-friendly solutions available on the market.

Liang co-founded the Company, has been our Chief Executive Officer and Chairman since our inception, leads the overall management of the Company, and sets our strategic direction.

His experience in running our business, and his continued personal involvement in key relationships with suppliers, customers and strategic partners and directing product innovations, will be extremely valuable to the Company as the Company looks to re-accelerate its growth and meet its bold vision to achieve the Revenue Goals and Stock Price Goals embedded in the 2021 CEO Performance Award.

Liang remains the Company's largest stockholder, and the Compensation Committee believes the 2021 CEO Performance Award helps ensure his commitment and focus on delivering on a long-term vision that can increase stockholder value.

Fiscal Year 2021 Named Executive Officer Compensation Components, Other than the 2021 CEO Performance Award

For fiscal year 2021, the principal components of compensation for our named executive officers (including for the Chief Executive Officer during fiscal year 2021 prior to the grant of the 2021 CEO Performance Award in March 2021) were some or all of the following:

• Base salary;

• Short-term bonuses, some of which are discretionary and some of which are guaranteed;

• Equity-based incentive compensation consisting of grants of stock options and/or RSUs.

We pay base salaries to our named executive officers to provide them with a base level of fixed income for services rendered to us.

Base salary rates for our named executive officers other than the Chief Executive Officer are determined annually by the Compensation Committee based upon recommendations by our Chief Executive Officer, typically taking into account factors such as salary norms in comparable companies and publicly available data regarding compensation increases in our industry, subjective assessments of the nature of the officers' positions and an annual review of the contribution and experience of each named executive officer.

For the Chief Executive Officer, prior to the grant of the 2021 CEO Performance Award in March 2021, the Compensation Committee had considered substantially the same type of information, as well as our overall size in terms of annual revenue, scale and number of employees and the Chief Executive Officer’s overall stock ownership.

In connection with the grant of the 2021 CEO Performance Award, Mr.

Liang will receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement, if deemed advisable) and no cash bonuses through June 30, 2026.

Other than as discussed in the paragraphs above and below, the Compensation Committee held base salaries at the same annual rates as were in effect at the end of fiscal year 2020.

As had been discussed in the Prior Year CD&A, in the fourth quarter of fiscal year 2020, the Compensation Committee had approved increases in base salary rates for the named executive officers, which ranged from approximately 8% to 43%, after we had again become current in filing our periodic reports with the SEC and our common stock was relisted on the Nasdaq Global Select Market.

In addition, following the assumption of the role of Senior Vice President, Chief Financial Officer and Chief Compliance Officer in February 2021 by Mr.

Weigand, the Compensation Committee approved an adjustment to his base salary to $380,000 per annum, which was substantially identical to the annual base salary of his predecessor.

Hsu’s base salary was also adjusted following a transition in his role (and a decrease in his responsibilities) as discussed in the table below.

Principal Position During Fiscal Year 2021 Fiscal Year 2020

Base Salary Rate

Fiscal Year 2021

As stated above, during fiscal year 2022, the Compensation Committee closely monitored the Company’s performance and the CEO’s performance against not only the key metrics of the 2021 CEO Performance Award, but also the objectives of the 2021 CEO Performance Award, for alignment with stockholder value and stockholder interests.

FY2022 Performance Program for Other Named Executive Officers

On March 26, 2022, after consultations with Mr.

Liang, and consideration of input received from the Compensation Committee’s compensation consultant, which included the results of an executive compensation study, the Compensation Committee approved an executive compensation program for fiscal year 2022 for two of the Company’s NEOs, Mr.

Weigand (the “CFO Compensation Program”), and Mr.

Clegg, (the “SVP Sales Compensation Program”).

SMCI | 2022 Form 10-K | 117

The Compensation Committee believes the FY2022 Performance Program for Other Named Executive Officers furthers the Company’s executive compensation philosophy to link compensation to corporate and individual performance.

The principal compensation elements of the FY2022 Performance Program for Other Named Executive Officers are:

• A base salary in the form of cash and representing fixed compensation to reward individual performance and contributions (“Base Salary”);

• A fixed bonus component payable in semi-monthly installments in the form of cash and based upon a percentage of Base Salary (the “Fixed Bonus”);

• A performance-based annual incentive award (“Performance Incentive Award”) which, for Mr.

Weigand, is payable 20% in the form of cash (the “Performance Cash”) and 80% in the form of service-based RSUs (the “Performance RSUs”) and, for Mr.

Clegg, is payable 50% in the form of Performance Cash and 50% in the form of Performance RSUs.

Performance RSUs will generally vest in equal annual installments over a period of approximately four years.

The following table sets forth Base Salaries for Mr.

Weigand and Mr.

Clegg at the end of each of fiscal year 2021 and 2022:

Principal Position During Fiscal Year 2022 End of Fiscal Year 2021 Base Salary Rate (1)(2)

End of Fiscal Year 2022

Base Salary Rate (1)(3)

Charles Liang President, Chief Executive Officer and Chairman of the Board $ 522,236 $ 1 (100) %

David Weigand Senior Vice President, Chief Financial Officer and Chief Compliance Officer

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Don Clegg Senior Vice President, Worldwide Sales $ 352,000 $ 403,382 14.6 %

George Kao Senior Vice President, Operations $ 325,728 $ 325,728 — %

Alex Hsu Senior Chief Executive, Strategic Business $ 378,000 $ 160,000 (58) %

Kevin Bauer Former Senior Vice President, Chief Financial Officer $ 379,040 $ 379,040 — %

____________________

(1) The base salary amounts actually paid to each named executive officer for fiscal year 2021 and 2022 are disclosed in the Summary Compensation Table.

The fiscal year 2020 salary amounts disclosed in the Summary Compensation Table for each named executive officer are less than the amounts disclosed in the table above because each named executive officer was receiving his fiscal year 2019 base salary rate for a portion of fiscal year 2020.

Liang, the fiscal year 2021 salary amount disclosed in the Summary Compensation Table is higher than the amount disclosed in the table above because Mr.

Liang commenced receiving his $1 de minimis base salary following the grant of the 2021 CEO Performance Award in March 2021;

Weigand, the fiscal year 2021 salary amount disclosed in the Summary Compensation Table is lower than the amount disclosed in the table above because Mr.

(2) For fiscal year 2021, for Mr.

Weigand, the salary amount disclosed in the Summary Compensation Table is lower than the amount disclosed in the table above because Mr.

Weigand only commenced receiving the amount set forth in the table following his appointment in February 2021 as Senior Vice President, Chief Financial Officer and Chief Compliance Officer.

Hsu, the fiscal year 2021 salary amount disclosed in the Summary Compensation Table is higher than the amount disclosed in the table above because for most of fiscal year 2021 Mr.

Hsu served in the role of Chief Operating Officer at his fiscal year 2020 base salary rate.

In March 2021, Mr.

Hsu transitioned to the role of Senior Chief Executive, Strategic Business, a part-time position, from his prior role as Senior Vice President, Chief Operating Officer and ceased being an executive officer, and his base salary rate was adjusted to the fiscal year 2021 base salary rate in the table above.

Such amount was determined primarily through discussions with the Chief Executive Officer;

Bauer, the fiscal year 2021 salary amount disclosed in the Summary Compensation Table is lower than the amount disclosed in the table above because Mr.

Bauer resigned as Senior Vice President, Chief Financial Officer in January 2021.

Short-Term Incentive Cash Compensation .

In fiscal year 2021, the Compensation Committee did not utilize a uniform short-term incentive cash compensation program for the named executive officers.

As discussed in the Prior Year CD&A, in the fourth quarter of fiscal year 2020 the Compensation Committee had implemented a short-term incentive cash compensation program for fiscal year 2020 with performance goals as part of its review of executive compensation following the re-listing of our common stock on the Nasdaq Global Select Market (which had occurred in January 2020) in order to support our overall business objectives by aligning short-term Company performance with the interests of investors and focusing attention on key measures of success.

Following the completion of such short-term incentive cash program, the Compensation Committee did not believe it was necessary to renew a similar program for fiscal year 2021.

Other Short-Term Bonuses .

During fiscal year 2021, we instead utilized individualized short-term cash bonus arrangements with various officers of the Company, including all of our named executive officers.

In some cases these arrangements pre-date the time that these individuals became executive officers, in other cases the arrangements were negotiated at the time the individual was hired or was designated as an executive officer, and in still other cases the arrangements were new short-term bonus opportunities implemented for fiscal year 2021.

These arrangements provide for fixed bonus payments, variable bonus payments, or a hybrid program.

We award these short-term bonuses to the named executive officers for their continued achievements and contributions to the Company, as further described below.

The table below summarizes the fiscal year 2021 arrangements for the named executive officers.

Charles Liang For a portion of fiscal year 2021, and spurred by the COVID-19 pandemic, we provided employees additional per day compensation for coming into the workplace.

In the United States, both exempt and non-exempt employees were generally eligible for this program based upon the number of days on which they worked on-site, based on a standard rate for each of the exempt and non-exempt employees (the “Workplace Incentive”).

Under the Workplace Incentive, Mr.

Liang received $3,360.

David Weigand In connection with his appointment as Senior Vice President, Chief Financial Officer and Chief Compliance Officer in February 2021, Mr.

Weigand received a fixed bonus, paid quarterly, at a rate of $80,000 per year.

Due to the commencement of the award in February 2021, Mr.

Weigand received only half of the annual amount for fiscal year 2021 ($40,000).

This bonus amount is similar in both structure and amount to what was provided to Mr.

Weigand’s predecessor upon his initial appointment to the position.

Under the Workplace Incentive, Mr.

Weigand received $3,360.

Don Clegg Mr.

Clegg received a fixed bonus, paid monthly, at a rate of $84,000 per year.

Due to the termination of this program after July 2020, however, Mr.

Clegg received only 1/12th of the annual amount for fiscal year 2021 ($7,000).

Under the Workplace Incentive, Mr.

Clegg received $2,990.

George Kao Under the Workplace Incentive, Mr.

Kao received $3,168.

Alex Hsu Under the Workplace Incentive, Mr.

Hsu received $768.

Kevin Bauer Mr.

Bauer received a fixed bonus, paid monthly, initially at a rate of $80,000 per year, then increased to a rate of $120,000 per year in September 2019.

Due to the termination of this program after July 2020, however, Mr.

Bauer received only 1/12th of the annual amount for fiscal year 2021 ($10,000).

Under the Workplace Incentive, Mr.

Bauer received $3,408.

Equity-Based Incentive Compensation .

Stock options and other equity-based awards are also an important component of the total compensation of our named executive officers.

We believe that equity-based awards also align the interests of each named executive officer with those of our stockholders.

(3) For fiscal year 2022, salary amounts disclosed in the Summary Compensation Table for each named executive officer are less than the amounts disclosed in the table above because of the adjustments made to Base Salary during fiscal year 2022, which were:

Weigand, increases to $418,000 effective July 1, 2021, to $434,720 effective March 1, 2022, and to $465,151 effective May 1, 2022;

Clegg, increases to $376,640 effective July 1, 2021, to $384,173 effective March 1, 2022, and to $403,382 effective May 1, 2022.

Adjustments to Base Salaries for Mr.

Weigand and Mr.

Clegg were made several times during fiscal year 2022 after the Compensation Committee considered recommendations from the CEO.

Primary factors the Compensation Committee considered in connection with these increases included the following:

• Analyses provided in the compensation study for fiscal year 2022 that indicated that base salaries for such executive officers were generally below the 25 th percentile in the market;

• Consideration of inflationary market conditions in the second half of fiscal year 2022.

In addition, while not participating in the FY2022 Performance Program for Other Named Executive Officers, Mr.

George Kao, another named executive officer, also received several adjustments to his base salary rate during fiscal year 2022 based upon the same factors the Compensation Committee considered for each of Mr.

Weigand and Mr.

During fiscal year 2022, Mr.

Kao’s base salary rate increased from $325,728 as of the end of fiscal to 2021 to $345,272 effective July 1, 2021, to $355,630 effective March 1, 2022, and to $373,411 effective May 1, 2022, an aggregate increase of 14.6% during fiscal year 2022.

SMCI | 2022 Form 10-K | 118

Fixed bonus component

Under the FY2022 Performance Program for Other Named Executive Officers, Mr.

Weigand and Mr.

Clegg receive a fixed bonus component payable in semi-monthly installments in the form of cash, which is based upon a percentage of Base Salary (the “Fixed Bonus”).

The Compensation Committee included the Fixed Bonus as a part of the FY2022 Performance Program for Other Named Executive Officers for their continued achievements and contributions to the Company.

The Fixed Bonus percentage of Base Salary for fiscal year 2022 were 30% for Mr.

Weigand and 25% for Mr.

Clegg and were payable effective October 1, 2021 (the “Fixed Bonus Effective Date”).

The aggregate cash compensation for these two officers, based on their base salaries effective on July 1, 2022, and the Fixed Bonus percentages, was determined to still be less than the market 50 th percentile for comparable positions.

The following table sets forth the total amount of Fixed Bonus received by such persons for fiscal year 2022:

Principal Position During Fiscal Year 2022 Fiscal Year 2022 Fixed Bonus Received (1)

David Weigand Senior Vice President, Chief Financial Officer and Chief Compliance Officer

Don Clegg Senior Vice President, Worldwide Sales $70,620

(1) The Fixed Bonus percentages were applied to the Base Salaries of Mr.

Weigand and Mr.

Clegg that were effective as of July 1, 2021, which were $418,000 and $376,640, respectively.

(2) In addition to the Fixed Bonus amount, Mr.

Weigand also received during fiscal year 2022 a $10,000 per month fixed cash bonus for the months of July, August, and September 2021 (aggregating $30,000) under his short-term bonus program that was in place prior to the Fixed Bonus Effective Date (the “Prior Fiscal Year Bonus Program”).

George Kao, another named executive officer, does not participate in the FY2022 Performance Program for Other Named Executive Officers, but during fiscal year 2022 was eligible for the Company’s regular semi-annual bonus payouts available to employees pursuant to which he received $4,980.

Performance Incentive Award

Description of Performance Incentive Award .

Under the Performance Incentive Award portion of the FY2022 Performance Program for Other Named Executive Officers, participants have the ability to earn Performance Incentive Awards annually, based upon the achievement of certain specified objective metrics (“key performance indicators” or “KPIs”) and the CEO’s subjective evaluation of each participant’s performance during the fiscal year.

Any Performance Incentive Awards earned by Mr.

Weigand are payable 20% in cash and 80% in Performance RSUs, and any Performance Incentive Awards earned by Mr.

Clegg are payable 50% in cash and 50% in Performance RSUs.

The cash portion of the award is paid out promptly after the amount of any Performance Incentive Award is determined and approved by the Compensation Committee following the end of the fiscal year, and the Performance RSUs are granted at approximately the same time.

The number of Performance RSUs granted to the participants is determined by dividing the value of the Performance RSU portion of the Performance Incentive Award by an average closing price of our stock, as described in more detail below.

These Performance RSUs generally vest in equal annual installments over a period of four years from the first day of the new fiscal year, so long as the individual continues to be employed.

Performance RSUs are capped at no more than 250,000 RSUs for each of Messrs.

Weigand and Clegg for the annual award.

• 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 Target”).

• The Base Incentive Target for fiscal year 2022 was set at 10% of Base Salary for each of Messrs.

Weigand and Clegg.

• Each KPI and the CEO’s subjective evaluation of performance contribute to the calculation of the Multiple, which is applied to the Base Incentive Target to determine the total amount of the earned Performance Incentive Award:

Weigand, the KPIs for fiscal year 2022 were based upon:

SMCI | 2022 Form 10-K | 119

• Percentage appreciation in Company stock price from June 30, 2021, to June 30, 2022, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple;

• This KPI is “double weighted” meaning that such percentage increase in stock price is then multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below;

• Percentage increase in number of long-term investors in the Company from June 30, 2021, to June 30, 2022, with a 100% increase in the number of long-term investors counting as 1.00 towards the determination of the final aggregate Multiple;

* Such KPI is also “double weighted” meaning that such percentage increase is multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below.

Weigand, an individual performance evaluation rating (on a scale from 1.0 to 5.0) was also given by the CEO for the fiscal year, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple.

The various 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 Target to determine the value of the Performance Incentive Award.

For these purposes, long-term investors in the Company are defined as either (1) a new long-term investor with at least 100,000 shares (which represents approximately about 0.2% of the total number of shares outstanding) accumulated during fiscal year 2022 or (2) an existing long-term investor who had increased its holdings by at least 50% during fiscal year 2022;

provided, however, that index funds, hedge funds, and broker-dealers are excluded from the definition of long-term investors.

Clegg, the KPIs for fiscal year 2022 are based upon:

Clegg’s case);

• 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 “double weighted” meaning that such percentage increase in worldwide revenue is then multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below;

• Percentage increase in worldwide net profit from the prior fiscal year, with a 100% increase in worldwide net profit counting as 1.00 towards determination of the final aggregate Multiple;

* Such KPI is “double weighted” meaning that such percentage increase in worldwide net profit is then multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below.

Clegg, an individual performance evaluation rating (on a scale from 1.0 to 5.0) was also given by the CEO for the fiscal year, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple.

SMCI | 2022 Form 10-K | 120

For each of Mr.

Weigand and Mr.

Clegg, a decrease in stock price, number of long-term investors, worldwide revenue, and/or worldwide net profit 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 and worldwide net profit is defined as our non-GAAP income from operations for the fiscal year as reported in our earnings materials.

Performance Cash is 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.

Performance RSUs are to be granted to the respective participating officer on a grant date within 10 days of the Compensation Committee’s certification and approval of the results of the Performance Incentive Award (the “Grant Date”), but in no event later than August 31, 2022, subject to the recipient remaining employed with, or otherwise continuing to provide services to, the Company through such Grant Date.

The number of Performance RSUs earned will be determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the Performance RSUs portion by the sixty-trading day average closing stock price of the Company’s common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU, and subject to a maximum cap of 250,000 RSUs for such grant).

Measurement of Fiscal Year 2022 Performance against the Performance Incentive Award .

The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2022 performance for Mr.

Performance Measure

Weighting Factor

Final Weighted Score

Stock Price Increase KPI

14.7% (or 0.147)

Long-Term Investor Increase KPI

28.2% (or 0.282) (1)

Individual Performance Evaluation

Total Multiple

Base Incentive Target

Final Earned Performance Incentive Award Value

Performance Cash Payout Value (20%)

Performance RSUs Payout Value (80%)

Number of Performance RSUs to be Granted in August 2022 (3)

(1) Utilizing the definition of long-term Investor specified above, it was determined the number of Long Term Investors increased from 39 to 50 during fiscal year 2022.

(2) Based upon the CEO’s evaluation.

Due to efforts from Mr.

Weigand, the Company exceeded the financial targets which had been set for the year.

(3) Estimated based on the average 60-trading day closing stock price as of and including August 25, 2022 of $51.91.

The actual number of Performance RSUs granted may differ slightly based on the expected grant date of August 29, 2022.

SMCI | 2022 Form 10-K | 121

The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2022 performance for Mr.

Performance Measure

Weighting Factor

Final Weighted Score

Stock Price Increase KPI

14.7% (or 0.147) 1X

Worldwide Revenue KPI

46.1% (or 0.461) 2X

Worldwide Net Profit KPI

138.0% (or 1.293) 2X

Individual Performance Evaluation

Total Multiple

Base Incentive Target

Final Earned Performance Incentive Award Value

Performance Cash Payout Value (50%)

Performance RSUs Payout Value (50%)

Number of Performance RSUs to be Granted in August 2022 (2)

(1) Based upon the CEO’s evaluation.

Due to efforts from Mr.

Clegg, the Company exceeded the financial targets which had been set for the year.

(2) Estimated based on the average 60-trading day closing stock price as of and including August 25, 2022 of $51.91.

The actual number of Performance RSUs granted may differ slightly based on the expected grant date of August 29, 2022.

Other Equity-Based Incentive Compensation

While participants in the FY2022 Performance Program for Other Named Executive Officers are eligible to receive performance-based awards under the Performance Incentive Award portion of such program, such persons also continue to be eligible to receive other equity-based incentive compensation, along with our other named executive officers and other persons eligible for awards under the 2020 Equity and Incentive Compensation Plan.

In continuing to award other equity-based incentive compensation to participants in the FY2022 Performance Program for Other Named Executive Officers, the Compensation Committee noted that the compensation study presented in August 2021 indicated that the historical level of equity awards made had low retention power, and that equity vehicles that included a mix of both time-based RSUs and PRSUs should be considered.

As a result, the Compensation Committee elected to continue its practice of making regular periodic refresh grants of time-based equity incentives of both RSUs and options to the named executive officers participating in the FY2022 Performance Program for Other Named Executive Officers.

For such named executive officers participating in the FY2022 Performance Program for Other Named Executive Officers, the Compensation Committee views stock options and other equity-based awards as an important component of the total compensation.

We believe that equity-based awards also align the interests of a named executive officer with those of our stockholders.

They also provide named executive officers a significant, long-term interest in our success and help retain key named executive officers in a competitive market for executive talent.

The 2020 Equity and Incentive Compensation Plan authorized the Compensation Committee to grant stock options and other equity-based awards to eligible named executive officers.

The number of shares owned by, or subject to equity-based awards held by, each

named executive officer is periodically reviewed and additional awards are considered based upon a generalized assessment of past performance, expected future performance and the relative holdings of other executive officers.

The Compensation Committee has historically granted equity awards to employees on a two-year cycle.

Due to the fact that we failed to file our 2017 Form 10-K by its due date, the effectiveness of our registration statement on Form S-8 covering equity awards under our prior 2016 Equity Incentive Plan was suspended.

It remained suspended until December 20, 2019, the date on which we had completed filing all of our delinquent quarterly and annual reports with the SEC.

The effectiveness of our registration statement on Form S-8 for the prior 2016 Equity Incentive Plan was then revived.

The Compensation Committee did not make equity awards to our named executive officers during the period of time when our registration statement on Form S-8 for the 2016 Equity Incentive Plan was not effective, except to persons who became named executive officers during this period.

With the adoption of the 2020 Equity and Incentive Compensation Plan, and the effectiveness of a Form S-8 registration statement for that plan and awards granted under it on June 16, 2020, our Compensation Committee has granted, and expects that it will continue to grant, additional equity awards to our named executive officers that will reflect the lack of equity awards for the period of time during which the effectiveness of our registration statement on Form S-8 for our prior 2016 Equity Incentive Plan was suspended.

We expect to make all future equity awards out of the 2020 Equity and Incentive Compensation Plan.

For fiscal year 2021, which commenced July 1, 2020, the Compensation Committee determined to provide the awards of performance-based stock options, service-based stock options and RSUs to named executive officers as outlined in the table below.

The number of shares owned by, or subject to equity-based awards held by, each named executive officer is periodically reviewed and additional awards are considered based upon a generalized assessment of past performance, expected future performance and the relative holdings of executive officers.

In addition to equity-based awards made in connection with events such as promotions, the Compensation Committee has historically granted refresh equity awards to employees (including executive officers) on a two-year cycle.

SMCI | 2022 Form 10-K | 122

For fiscal year 2022, which commenced July 1, 2021, in addition to the Performance RSUs discussed above under “- Performance Incentive Award,” the Compensation Committee determined to provide the awards of service-based stock options and RSUs to named executive officers as outlined in the table below.

Type of Award Quantity (at Target) of Award Rationale for Providing the Award

Charles Liang Performance options 1,000,000 Long-term incentive (1)

David Weigand (1)

Stock options 30,000 Special grant

Stock options 9,500 Refresh grant

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RSUs 1,630 Refresh grant

George Kao Stock options 5,410 Refresh grant

RSUs 2,430 Refresh grant

__________________________

(1) See “2021 CEO Performance Award Granted in March 2021” above for additional information.

Weigand assumed the role of Senior Vice President, Chief Financial Officer and Chief Compliance Officer following the resignation of Mr.

Bauer in January 2021.

Hsu served as Senior Vice President, Chief Operating Officer until March 2021.

In March 2021, Mr.

Hsu transitioned to the role of Senior Chief Executive, Strategic Business.

Hsu did not receive any new grants of equity awards during fiscal year 2021, the original vesting schedules for his awards outstanding as of February 28, 2021 were continued despite his reduction in responsibilities effective March 1, 2021, and his awards were deemed modified for accounting purposes.

For more information about modification fair value for Mr.

Hsu’s awards relating to his transition, please see the “Fiscal Year 2021 Summary Compensation Table” and “Fiscal Year 2021 Grants of Plan-Based Awards Table” below.

George Kao Stock options — —

Weigand received a special stock option award with 2-year vesting.

Stock Options .

In general, the Compensation Committee uses stock options to directly align the compensation interests of participating named executive officers with the investment interests of our stockholders.

See “2021 CEO Performance Award Granted in March 2021” for additional information regarding the grant of the long-term performance-based option award to Mr.

The stock options described above for each of Messrs.

Weigand and Clegg were granted on August 4, 2020 with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($30.33 per share).

Subject to the continued service of such named executive officers, these stock options vest and become exercisable at the rate of 25% of the shares on May 1, 2021, and 1/16th at the end of each successive calendar quarter thereafter.

The Compensation Committee had approved utilizing May 1, 2021 as the first vesting date because (if not for the delay in the Company’s ability to issue equity incentive awards because it did not have an effective registration statement on Form S-8 covering equity awards under its equity incentive plans) such awards otherwise would have been made for these named executive officers on or prior to May 1, 2020 as part of their two-year award cycle.

The stock options described above for Mr.

Kao were granted on October 27, 2020 with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($23.74 per share).

Subject to the continued service of such named executive officer, the grant is generally exercisable at the rate of 25% of the options granted on October 27, 2021, and then 1/16th at the end of each successive calendar quarter thereafter.

Weigand and Clegg were granted on May 5, 2022 with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($53.04).

Subject to the continued service of such named executive officers, the stock options vest and become exercisable at the rate of 25% of the shares on May 5, 2023, and then an additional 1/16th of the shares at the end of each successive calendar quarter thereafter (excluding the 30,000 stock options granted to Mr.

The 30,000 stock options for Mr.

Weigand vest and become exercisable at the rate of 12.5% of the shares after one quarter, and 1/8th at the end of each successive calendar quarter thereafter.

Such award of 30,000 stock options to Mr.

Weigand was made to further incent him as a result of his promotion to Chief Financial Officer in February 2021, at which time no additional equity incentive had been awarded to him.

The particular size of the stock option grants to each of these named executive officers was determined based upon the recommendation of Mr.

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The RSUs described above for each of Messrs.

Weigand and Clegg were granted on August 4, 2020.

Subject to the continued service of such named executive officers, these RSUs vest at the rate of 25% of the total number of units on May 10, 2021, and 1/16th at the end of each successive calendar quarter thereafter.

The Compensation Committee had approved utilizing May 10, 2021 as the first vesting date because (if not for the delay in the Company’s ability to issue equity incentive awards because it did not have an effective registration statement on Form S-8 covering equity awards under its equity incentive plans) such awards otherwise would have been made for these named executive officers on or prior to May 10, 2020 as part of their two-year award cycle.

The RSUs described above for Mr.

Kao were granted on October 27, 2020.

Subject to the continued service of such named executive officer, these RSUs vest at the rate of 25% of the total number of units on November 10, 2021, and 1/16th at the end of each successive calendar quarter thereafter.

Weigand and Clegg were granted on May 5, 2022.

Subject to the continued service of such named executive officers, these RSUs vest at the rate of 25% of the total number of units on May 10, 2023, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter.

The particular size of the RSU grants to each of these named executive officers was determined based upon the recommendation of Mr.

Liang which was reviewed and approved by the Compensation Committee.

PRSUs represent the right to receive a defined number of shares of our common stock subject to the achievement of pre-established goals.

Hsu received a grant of 30,000 in target PRSUs on March 27, 2020.

In general, a total of 30,000 units were to vest based on service conditions only, with the first tranche of 15,000 vesting in May 2021 and 15,000 vesting in November 2021.

Additional units could have been earned for each tranche if the Company’s revenue increased year-over-year (fiscal year 2020 compared to fiscal year 2019 for the first tranche and fiscal year 2021 compared to fiscal year 2020 for the second tranche).

With respect to the first tranche, the Company’s revenue for fiscal year 2020 ($3,339 million) did not exceed revenue for fiscal 2019 ($3,500 million), so no additional units were earned for the first tranche.

With respect to the second tranche, if the Company’s revenue for fiscal year 2021 exceeded its revenue for fiscal year 2020, then a number of additional units would have been earned for the second tranche.

The number of additional units was to be determined by multiplying the percentage growth in revenue by three, which amount would have then been a multiplier of the base number of 15,000 units.

Based upon the Company’s revenue for fiscal year 2021 ($3,557 million) increased from revenue for fiscal year 2020, management has calculated that for the second tranche, approximately 2,939 additional units were earned, such that a total of 17,939 units will vest in November 2021.

Such amount remains subject to final certification by the Compensation Committee.

Update on Special Performance-Based Cash Incentive Award Granted in March 2020

As discussed in the Prior Year CD&A, in March 2020, the Board, upon the recommendation of the Compensation Committee, approved special performance-based cash incentive award opportunities to certain long-term employees, including Mr.

Liang, our Chief Executive Officer.

This incentive for Mr.

Liang was specifically linked to Company stock price performance.

Liang’s award, for a cash incentive opportunity of up to $8,076,701 (the “Maximum Value”), was subject to the following conditions:

• 50% of the Maximum Value will be paid to Mr.

Liang only if the average closing price for the Company’s common stock equals or exceeds $31.61 (representing a 15% premium over the average closing price of the Company’s common stock for the 20 consecutive trading days preceding the Board’s decision) for any period of 20 consecutive trading days prior to September 30, 2021 (the “First Price Target”), provided that Mr.

Liang remains employed with the Company through the date that such common stock price goal is achieved;

provided further that this payment shall be subject to reduction (including possibly a reduction to zero) at the sole discretion of the Board to the extent the Company has not made, in the Board’s determination, adequate progress in remediating its internal weaknesses in its internal control over financial reporting;

• 50% of the Maximum Value will be paid to Mr.

Liang only if the average closing price for the Company’s common stock equals or exceeds $32.99 (representing a 20% premium over the average closing price of the Company’s common stock for the 20 consecutive trading days preceding the Board’s decision) (the “Second Price Target”) for any period of 20 consecutive trading days prior to June 30, 2022, provided that Mr.

Liang remains employed with the Company through the date that such common stock price goal is achieved.

The relevant stock price goals under Mr.

Liang’s award were not met during fiscal year 2020, and no portion of these amounts were paid to Mr.

Liang during fiscal year 2020.

During fiscal year 2021, the First Price Target was achieved based upon stock price performance from December 22, 2020 through January 21, 2021.

As of August 27, 2021, the Board has not yet determined whether to exercise any negative discretion with respect to the first 50% of the Maximum Value earned by Mr.

Liang (as described in the first bullet point above), and no portion of the first 50% of the Maximum Value has yet been paid to Mr.

Liang through such date.

The Board is expected to make a final determination whether to exercise any negative discretion by October 31, 2021.

However, due to the fact that we currently expect that the Board will determine that the Company has made adequate progress in remediating the Company’s material weaknesses in its internal control over financial reporting, we have chosen to disclose the first 50% of the Maximum Value as having been earned by Mr.

Liang for fiscal year 2021, and are

disclosing it as an earned amount in the Summary Compensation Table below, all in advance of formal Board determination.

Also during fiscal year 2021, the Second Price Target was achieved based upon stock price performance from February 8, 2021 through March 8, 2021.

Payment of the 50% of the Maximum Value relating to the Second Price Target was made to Mr.

Liang during the fourth quarter of fiscal year 2021.

As a result of these activities and achievements, we currently consider 100% of the Maximum Value to have been earned by Mr.

Liang for fiscal year 2021.

Former CFO Consulting Arrangement

Prior to ceasing employment with the Company as Chief Financial Officer, in February 2021 Mr.

Bauer entered into a consulting arrangement with the Company related to reinforcing a smooth transition of his prior duties, and providing general consultation and advice services.

The term of the arrangement is for one year with a monthly fee of $13,334 for services.

As a result of the consulting service provided for in the consulting arrangement, Mr.

Bauer's outstanding equity awards generally will continue to vest during the consulting period in accordance with their terms and the period Mr.

Bauer was permitted to exercise his awards was extended until May 25, 2022.

Assuming a stock price equal to $32.50 (our closing stock price on February 25, 2021, Mr.

Bauer’s last day of employment), the intrinsic value of the unvested awards subject to such continued vesting was approximately $40,500 in stock options and $0 in RSUs.

On April 27, 2021, Mr.

Bauer was also granted 10,000 stock options to compensate his consulting efforts in a smooth transition of his prior duties, and his provision of general consultation and advice services.

Such stock options have a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($38.50 per share).

Subject to the continued provision of consulting services, these stock options vest and become exercisable at the rate of 100% of the shares on February 25, 2022.

The number of shares subject to these stock options was determined primarily through discussions with the Chief Executive Officer.

Additional Discretionary Bonuses in FY2022

Prior to the adoption of the FY2022 Performance Program for Other Named Executive Officers and in addition to the Prior Fiscal Year Bonus Program for Mr.

Weigand, discretionary bonuses were also paid during fiscal year 2022 to each of Messrs.

Weigand, Clegg and Kao.

As previously discussed in our Compensation Discussion & Analysis in our 2022 definitive proxy statement, the Board had in September 2021 considered that the Company had made adequate progress in remediating certain material weaknesses in its internal control over financial reporting.

At that time, the Board in particular considered the impact of accomplishments of Company employees other than Mr.

Liang in achieving this adequate progress (the “Remediation Progress”), and approved establishment of a $2 million discretionary bonus program for Company employees to recognize the Remediation Progress achievement completed in fiscal year 2022.

The program was designed specifically to reward the Company’s employees who contributed to such Remediation Progress achievements (the “Discretionary Program”).

While the Board had delegated to management authority to administer such Discretionary Program, awards thereunder to persons who were executive officers were subject to the review and approval by the Compensation Committee.

Based on Compensation Committee action in October 2021, which included the Compensation Committee considering input on awards under the Discretionary Program to executive officers from the external compensation consultant, Messrs.

Weigand, Clegg and Kao received discretionary one-time bonuses in the amounts of $160,000, $150,000 and $40,000, respectively, as a result of their contributions to the Remediation Progress.

In addition, each of Messrs.

Weigand, Clegg and Kao received an end of calendar year holiday bonus generally available to employees of $1,000.

SMCI | 2022 Form 10-K | 123

Stock Ownership Guidelines

Other than as discussed below under “Stock Retention Policy,” we currently do not require our directors or executive officers to own a particular amount of our common stock.

The Compensation Committee is satisfied that stock and option holdings among our directors and named executive officers have historically been sufficient to provide motivation and to align this group’s interests with those of our stockholders.

In January 2022, our Board adopted stock ownership guidelines that apply to the Chief Executive Officer and our non-executive directors (the “Guidelines”).

Under the Guidelines, the Chief Executive Officer has a target holding of 3x his then-current annual base salary;

provided, however, that for so long as the Chief Executive Officer is Mr.

Charles Liang, and his then-current annual base salary is less than his annual base salary as in effect immediately prior to the grant of his 2021 CEO Performance Award on March 2, 2021 (which annual base salary was $522,236 (the “Pre-grant CEO Salary”)), then for purposes of determination of the Chief Executive Officer’s target holding, his target shall be three times the Pre-grant CEO Salary.

Under the Guidelines, non-employee directors have a target holding of 3x the then-current annual Board member retainer (regardless of whether such director actually receives such retainer).

For purposes of determining such target holding for non-employee directors, other director cash fees such as fees for Committee member/chair service or excess per meeting fees are not considered as part of then-current annual Board member retainer.

Under the Guidelines, each target is expected to be attained by the later of (1) five years from the effective date of the Guidelines or (2) five years from the effective date of a covered person’s assumption of the applicable role or responsibilities (or applicable designation as a covered person with a specific stock ownership target by the Compensation Committee) subjecting the covered person to the then-applicable stock ownership target.

After the applicable five-year period has concluded, the covered person will be required to retain at least 50% of the common stock received (net of applicable withholding taxes) under our equity awards earned by, vested with respect to or exercised by the covered person if the covered person does not comply with his or her stock ownership target.

Once a covered person has initially achieved his or her stock ownership target, the covered person will be considered to continue to be in compliance with the Guidelines unless as of the annual measurement the covered person’s common stock ownership drops to less than 85% of the covered person’s stock ownership target (in which case the covered person will have one year to again achieve compliance with the Guidelines).

Annual compliance with the stock ownership target will be measured, for each fiscal year, at the end of such fiscal year.

Compliance with the stock ownership targets at any point in time will be based on the average closing price for the common stock for the immediately prior 60 days.

For purposes of determining compliance with the stock ownership target, the following holdings by the covered person and his or her immediate family members sharing his or her household will be considered the equivalent of owning the corresponding applicable underlying common stock:

(1) outright ownership of common stock;

(2) vested common stock held in retirement or deferred compensation accounts;

and (3) service-based restricted share, restricted stock unit and/or deferred share awards regarding common stock (whether or not vested).

As of June 30, 2022, each of the covered persons subject to the Guidelines met his or her stock ownership target, except for Ms.

Lin who was appointed as a director in April 2022.

Our insider trading policy prohibits any of our directors, executive officers, employees or contractors from engaging in any transactions in publicly-traded options, such as puts and calls, and other derivative securities, including any hedging or similar transaction, with respect to our common stock.

2 unchanged sentences

Generally, under the policy, the Chief Executive Officer must retain at least 50% of all “net” shares received (“net” shares means those shares remaining after the sale or withholding of shares in payment of the exercise price, if applicable, and withholding taxes) for at least 36 months following the date on which an equity award is vested, settled or exercised, as applicable.

In addition, in connection with the 2021 CEO Performance Award granted to our Chief Executive Officer in March 2021, the Board required a restriction on the sale of any shares issued upon the exercise of the options associated with such award until March 2, 2024, the third anniversary of the grant date.

See “2021 CEO Performance Award Granted in March 2021.”

In addition, in connection with the 2021 CEO Performance Award previously granted to our Chief Executive Officer, the Board required a restriction on the sale of any shares issued upon the exercise of the options associated with such award until March 2, 2024, the third anniversary of the grant date.

See “Discussion and Analysis of 2021 CEO Performance Award.”

SMCI | 2022 Form 10-K | 124

Recoupment Policy

We established a recoupment policy that is applicable to our named executive officers (the “Recoupment Policy”).

Under the Recoupment Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under United States securities laws, the Compensation Committee shall be entitled to recover from any current or former executive officer any excess incentive-based compensation received by such person during the three-year period prior to the date on which we are required to prepare the restatement.

Under the Recoupment Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under United States securities laws, the Compensation Committee shall be entitled to have the Company recover from any current or former executive officer any excess incentive-based compensation received by such person during the three-year period prior to the date on which we are required to prepare the restatement.

This Recoupment Policy applies to both equity-based and cash-based incentive compensation awards.

11 unchanged sentences

Employment Arrangements, Severance and Change of Control Benefits.

We have not entered into employment agreements with any of our named executive officers (we have entered into a consulting agreement with Mr.

Bauer, which is further described above under “- Former CFO Consulting Arrangement”).

We have not entered into employment agreements with any of our named executive officers.

Each of Messrs.

Clegg, Hsu, Kao and Weigand currently has a signed offer letter which provides for at-will employment.

Clegg, Kao and Weigand currently has a signed offer letter which provides for at-will employment.

Each such offer letter provides for an initial base salary rate, an initial stock option grant and rights to participate in our employee benefit plans as described above.

Prior to his departure in February 2021, Mr.

Bauer had a substantially similar offer letter.

We do not have any written employment arrangements with Mr.

1 unchanged sentence

See also “- Fiscal Year 2022 Potential Payments Upon Termination or Change of Control.” The 2021 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company.

See “2021 CEO Performance Award Granted in March 2021.”

See “Discussion and Analysis of 2021 CEO Performance Award.”

Tax and Accounting Considerations.

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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.

Participation in, and compensation paid under, our

SMCI | 2022 Form 10-K | 125

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.

6 unchanged sentences

Sherman Tuan, Chair

SMCI | 2022 Form 10-K | 126

Fiscal Year 2022 Summary Compensation Table

17 unchanged sentences

2020 324,807 4,524 68,851 15,288 152,333 — 565,803

2021 305,333 768 452,964 475,592 — — 1,234,657

Senior Chief Executive, Strategic Business 2020 374,845 5,048 611,100 372,400 189,624 — 1,553,017

2019 206,340 2,623 60,112 172,480 — — 441,555

Kevin Bauer (7)

2021 294,575 13,408 — 426,500 — 53,336 787,819

Former Senior Vice President, Chief Financial Officer 2020 363,954 460,967 — — 164,441 — 989,362

2019 340,356 80,004 — — — — 420,360

__________________________

(1) Amounts disclosed under "Salary" for fiscal year 2022 include leave pay earned by the named executive officers.

(2) Amounts disclosed under “Bonus” for fiscal year 2021 reflect short-term bonuses earned by each of the named executive officers.

See discussion under “Compensation Discussion and Analysis” for more information about these individualized programs.

(3) The amount disclosed for fiscal year 2021 represents the grant date fair value of the RSU award granted during the fiscal year to the named executive officer calculated in accordance with ASC Topic 718 (plus, for Mr.

Hsu, the modification fair value for the continuation of the original vesting schedules for his awards outstanding as of February 28, 2021 despite his reduction in responsibilities effective March 1, 2021 (based on a deemed modification for accounting purposes)), in each case as further described in the Fiscal Year 2021 Grants of Plan-Based Awards table below.

Assumptions used in the calculation of this amount are included in Part II, Item 8, “Financial Statement and Supplementary Data”, and Part II, Item 8, Note 14 “Stock-based Compensation and Stockholders’ Equity”, to our consolidated financial statements for fiscal year 2021 included in this Annual Report on Form 10-K.

(4) The amount disclosed for fiscal year 2021 represents the grant date fair value of the stock option award for each named executive officer calculated in accordance with ASC Topic 718, using the Black Scholes option-pricing model (plus (A) for Mr.

Bauer, the modification fair value for a modification of the post-employment termination exercise period for 70,000 in vested stock options held by Mr.

Bauer as of February 25, 2021, and (B) for Mr.

Hsu the modification fair value for the continuation of the original vesting schedules for his awards outstanding as of February 28, 2021 despite his reduction in responsibilities effective March 1, 2021 (based on a deemed modification for accounting purposes)), in each case as further described in the Fiscal Year 2021 Grants of Plan-Based Awards table below.

The amount set forth in the table above with respect to Mr.

Liang’s award represents our determination of probable outcome of the performance conditions embedded in the 2021 CEO Performance Award as of the date of

If the maximum level of performance is achieved with respect to this award (in other words, if we achieve the $8.0 billion revenue target and our common stock reaches the $120.00 per share price target, the grant date fair value of the award will be $13,882,000.

These amounts do not necessarily correspond to the actual values that may be realized by the named executive officers, which depend, among other things, on the market value of our common stock appreciating from that on the grant dates of the options.

This award was designed to be entirely an incentive for future performance that could take many years, if at all, to be achieved.

Further, each of the stock price targets (starting at $45.00 and rising to $120.00) and revenue targets (starting at $4.0 billion and rising to $8.0 billion) was selected to be very difficult to achieve.

If any options have not vested by the end of the term of the option award, they will be forfeited and Mr.

Liang will not realize any value from such options.

As of the date of this filing, none of the revenue or stock price goals has been achieved.

Furthermore, the exercise price of $45.00 per share is 32% higher than the closing price of our common stock on the date the 2021 CEO Performance Award was granted AND exceeds the highest price at which our common stock has ever traded as of the date of this filing.

Even if we achieve the first revenue goal of $4.0 billion and the first stock price goal of $45.00 is also met, so that the first tranche of the 2021 CEO Performance Award vests, Mr.

Liang will realize no gain on the shares covered by the first tranche unless he exercises the option for the first tranche of shares and thereafter our common stock trades at a price higher than $45.00 per share.

Assumptions used in the calculation of these amounts are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Part II, Item 8, Note 14 “Stock-based Compensation and Stockholders’ Equity”, to our consolidated financial statements for fiscal year 2021 included in this Annual Report on Form 10-K.

(5) The amount disclosed in this column for fiscal year 2021 represents for Mr.

Liang $8,076,701 in Maximum Value deemed earned under a special performance-based cash incentive award opportunity granted to Mr.

Liang in March 2020.

See “Update on Special Performance-Based Cash Incentive Award Granted in March 2020” above for more information about this award.

Hsu served as Senior Vice President, Chief Operating Officer until March 2021.

In March 2021, Mr.

Hsu transitioned to the role of Senior Chief Executive, Strategic Business.

Bauer resigned as our Chief Financial Officer in January 2021, and Mr.

Weigand has assumed such role.

Bauer served as consultant after his resignation from the Company and earned $53,336 in consulting fees for fiscal year 2021.

(2) Amounts disclosed under “Bonus” for fiscal year 2022 reflect, as applicable, fixed amount bonuses, special bonuses, profit sharing amounts, holiday bonuses and/or our sales bonus program, all as further described above in the CD&A.

(3) Amounts disclosed for fiscal year 2022 represent the grant date fair values of RSU awards granted during fiscal year 2022 calculated in accordance with ASC Topic 718 and are based on the closing market price of our common stock on the date of grant.

Amounts also include the fair values of the RSU portion of Messrs.

Weigand and Clegg’s Performance Incentive Award provided for fiscal year 2022, based on probable outcome, as of March 2022.

The RSU portion of each award was capped at 250,000 RSUs.

The actual number of RSUs earned by Messrs.

Weigand and Clegg for their Performance Incentive Awards are expected to be granted in early fiscal year 2023, as disclosed in CD&A above.

(4) The amounts disclosed for fiscal year 2022 represent the grant date fair values of the stock option awards 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 Part II, Item 8, Note 13 “Stock-based Compensation and Stockholders’ Equity”, to our consolidated financial statements for fiscal year 2022 included in this Annual Report on Form 10-K.

(5) Amounts disclosed for fiscal year 2022 represent payouts of the cash portion of Messrs.

Weigand and Clegg’s Performance Incentive Awards, as further described above in CD&A.

(6) As discussed in prior year proxy statements and Annual Reports, in March 2020, Mr.

Liang received a special performance-based cash incentive award opportunity.

Liang’s award, for a cash incentive opportunity of up to $8,076,701 (the “Maximum Value”), was specifically linked to Company stock price performance.

The applicable stock price performance conditions for the award were achieved during fiscal year 2021 and, as a result, 50% of the Maximum Value (or $4,038,351) was paid to Mr.

Liang in fiscal year 2021.

However, the Board had discretion to reduce the payout value of the remaining portion of the award under certain circumstances.

In September 2021, the Board exercised this discretion and reduced the payout for the remaining portion of the award to 25% of the Maximum Value (or $2,019,175), for a total award payout for 2021 of $6,057,526.

SMCI | 2022 Form 10-K | 127

Fiscal Year 2022 Grants of Plan-Based Awards

The following table provides information concerning all plan-based awards granted during fiscal year 2021 to each of our named executive officers, which grants were made under the 2020 Equity and Incentive Compensation Plan.

The following table provides information concerning all plan-based awards granted during fiscal year 2022 to each of our named executive officers, which grants were made under the Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan.

FISCAL YEAR 2022 GRANTS OF PLAN-BASED AWARDS TABLE

Estimated Future Payouts Under Equity Incentive Plan Awards All Other

Units (#) All Other

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

Options (#) Exercise or Base Price of

1 unchanged sentence

Name Grant Date Threshold ($) Target

($) Maximum ($) Threshold (#) Target

(#) Maximum (#)

Charles Liang — — — — — — — — — — —

3/2/2021 200,000 1,000,000 1,000,000 — — $ 45.00 $ 11,616,000 (6)

David Weigand 5/5/2022 — — — — — — — 30,000 53.04 815,700

5/5/2022 — — — — — — — 9,500 53.04 258,305

Don Clegg 8/4/2020 — — — — 7,500 30.33 106,200

5/5/2022 — — — — — — 4,280 — — 227,011

George Kao 10/27/2020 — — — — 5,410 23.74 60,213

3/26/2022 8,360 (2) — — — — — — — —

Alex Hsu 3/1/2021 — (3)

3/26/2022 — — — (2) (2) 250,000 — — — 126,393

Kevin Bauer 4/27/2021 — — — — 10,000 38.50 183,600

Don Clegg 5/5/2022 — — — — — — — 3,630 53.04 98,700

5/5/2022 — — — — — — 1,630 — — 86,455

3/26/2022 18,832 (2) — — — — — — — —

(1) Amounts disclosed in this column represent the fair value of the RSU and stock option awards as of the date of grant (for Mr.

Liang’s stock option award, based upon the probable outcome of the performance conditions), computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures.

(2) These stock options are performance-based and shall vest and become exercisable depending upon the degree of satisfaction of both the Stock Price Goals and Revenue Goals discussed above in CD&A.

The Stock Price Goals must be achieved on or prior to September 30, 2026 and the Revenue Goals must be achieved on or prior to June 30, 2026.

The options may vest in tranches of 200,000 shares each only when coordinating Stock Price Goals and Revenue Goals, respectively, of $45.00 sixty-trading-day-average stock price and $4.0 billion in four-consecutive-fiscal-quarter revenue, $60.00 sixty-trading-day-average stock price and $4.8 billion four-consecutive-fiscal-quarter revenue, $75.00 sixty-trading-day-average stock price and $5.8 billion four-consecutive-fiscal-quarter revenue, $95.00 sixty-trading-day-average stock price and $6.8 billion four-consecutive-fiscal-quarter revenue, and $120.00 sixty-trading-day-average stock price and $8.0 billion four-consecutive-fiscal-quarter revenue, are achieved.

amount of these stock options (threshold) that can be earned based on performance is vested stock options for 200,000 shares for achieving a Stock Price Goal of $45.00 sixty-trading-day-average stock price and a Revenue Goal of $4.0 billion in four-consecutive-fiscal-quarter revenue.

However, even if those goals are achieved, if the Company’s stock price remained at $45.00 per share, based on the $45.00 exercise price for these stock options, there would be no appreciation value in those stock options for Mr.

For more information about the operation of this award, see “2021 CEO Performance Award Granted in March 2021” above.

(3) In connection with his change in role with us effective March 1, 2021, the remaining PRSUs and unvested RSUs held by Mr.

Hsu as of March 1, 2021 were deemed modified for accounting purposes.

The value disclosed in this row reflects the modification fair value for the modification of Mr.

Hsu’s remaining PRSUs and unvested RSUs.

(4) In connection with his change in role with us effective March 1, 2021, the unvested stock options held by Mr.

Hsu as of March 1, 2021 were deemed modified for accounting purposes.

The value disclosed in this row reflects the modification fair value for the modification of Mr.

Hsu’s unvested stock options.

(5) In connection with his termination of employment and consulting arrangement with us, the post-employment termination exercise period for 70,000 in vested stock options held by Mr.

Bauer as of February 25, 2021 was extended to expire within three months of the end of his consulting period (which is currently expected to occur on February 25, 2022).

These vested stock options consisted of 8,030 stock options, 21,970 stock options, 6,400 stock options and 33,600 stock options, each at an exercise price of $28.45 per share to expire on January 25, 2027.

The value disclosed in this row reflects the modification fair value for the modification of the post-employment termination exercise period for Mr.

Bauer’s stock options.

(6) Reflects the grant date fair value of the 2021 CEO Performance Award, calculated in accordance with ASC Topic 718, as described in footnote one.

This amount does not necessarily correspond to the actual value that may be realized by Mr.

The 2021 CEO Performance Award is intended to compensate Mr.

Liang over its 10-year maximum term and will become vested as to all shares subject to it only if the market price of our common stock increases to $120.00 per share (determined on a sixty-trading-day average) and our revenue increases to $8.0 billion over four consecutive fiscal quarters, in each case during the applicable performance period.

This award was designed to be entirely an incentive for future performance that could take many years, if at all, to be achieved.

If any options have not vested by the end of the term of the option award, they will be forfeited and Mr.

Liang will not realize any value from such options.

As of the date of this filing, none of the revenue or stock price goals has been achieved.

Even if we achieve the first revenue goal of $4.0 billion and the first stock price goal of $45.00 is also met, so that the first tranche of the 2021 CEO Performance Award vests, Mr.

See “ Executive Compensation—Compensation Discussion and Analysis (“CD&A”)— Compensation Philosophy and Objectives—Our Move Toward Performance-Based Compensation Arrangements ” and “ Executive Compensation—Compensation Discussion and Analysis (“CD&A”)—2021 CEO Performance Award Granted in March 2021 ” above and Part II, Item 8, Note 14 “Stock-based Compensation and Stockholders’ Equity”, to our consolidated financial statements for fiscal year 2021 included in this Annual Report on Form 10-K.

3/26/2022 — — — (2) (2) 250,000 — — — 97,198

George Kao — — — — — — — — — — —

(1) Amounts disclosed in this column represent the fair value of the RSU and stock option awards as of the date of grant or award opportunity computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures.

(2) As further described in CD&A, each of Messrs.

Weigand and Clegg received a Performance Incentive Award for fiscal year 2022 payable for Mr.

Weigand 20% in cash and 80% in Performance RSUs, and payable for Mr.

Clegg 50% in cash and 50% in Performance RSUs, which Performance RSUs will vest over four years from July 1, 2022.

Based on the design of the Performance Incentive Award, there was essentially no target or maximum cash amount to be earned, and essentially no target number of Performance RSUs to be earned, but the threshold amount of the award was equal to $41,800 for Mr.

Weigand and $37,664 for Mr.

Clegg, and the award was capped at a payout of no more than 250,000 RSUs.

The cash portions earned by Messrs.

Weigand and Clegg are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2022 Summary Compensation Table, and the fair values of the RSU portions disclosed in this table, based on probable outcome, as of March 2022 are included in the “Stock Awards” column of the Fiscal Year 2022 Summary Compensation Table.

The actual Performance RSUs earned by Messrs.

Weigand and Clegg for their Performance Incentive Awards are expected to be granted in early fiscal year 2023, as disclosed in CD&A above.

Grants made in fiscal year 2022 are described more fully in the “Compensation Discussion and Analysis” section of this Annual Report.

More information concerning the terms of the employment or consulting arrangements, if applicable, in effect with our named executive officers during fiscal year 2021 is provided under the "Employment Arrangements, Severance and Change of Control Benefits" under the “Compensation Discussion and Analysis”.

More information concerning the terms of the employment arrangements, if applicable, in effect with our named executive officers during fiscal year 2022 is provided under the "Employment Arrangements, Severance and Change of Control Benefits" under the “Compensation Discussion and Analysis”.

SMCI | 2022 Form 10-K | 128

Outstanding Equity Awards at 2022 Fiscal Year-End

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— 53.04 5/5/2032 — — — —

Don Clegg 6,800 — 12.50 8/6/2022

— 53.04 5/5/2032 — — — —

2 unchanged sentences

— — — — — 4,280 (7)

5,083 238 (7)

22.10 7/31/2028

30.33 8/4/2030

Don Clegg 6,000 — — 26.75 8/4/2024 — — — —

4,000 — — 20.54 8/3/2026 — — — —

14,679 — — 22.10 7/31/2028 — — — —

George Kao 14,840 — 26.95 8/2/2027

5,321 — — 22.10 7/31/2028 — — — —

4 unchanged sentences

— 53.04 5/5/2032 — — — —

Alex Hsu 3,500 — 17.96 1/20/2024

— 53.04 5/5/2032 — — — —

1 unchanged sentence

— — — — — 1,630 (7)

George Kao 14,840 — — 26.95 8/2/2027 — — — —

5,160 — — 26.95 8/2/2027 — — — —

2 unchanged sentences

2,968 — — 13.00 10/30/2028 — — — —

Kevin Bauer 400 1,200 (17)

1,364 196 (9)

4 unchanged sentences

— — — — — 1,520 (12)

(1) Represents the closing stock price per share of our common stock as of June 30, 2021 ($35.18) multiplied by the number of shares underlying RSUs that had not vested as of June 30, 2021 (or, for Mr.

Hsu, PRSUs that had been earned based on performance through June 30, 2021 but that had not vested as of June 30, 2021).

SMCI | 2022 Form 10-K | 129

(1) Represents the closing stock price per share of our common stock as of June 30, 2022 ($40.35) multiplied by the number of shares underlying RSUs that had not vested as of June 30, 2022.

(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.

1 unchanged sentence

However, even if those goals are achieved, if the Company’s stock price remained at $45.00 per

share, based on the $45.00 exercise price for these stock options, there would be no appreciation value in those stock options for Mr.

For more information about the operation of this award, see “2021 CEO Performance Award Granted in March 2021” above.

(3) These incentive and nonqualified stock options vested at the rate of 25% on April 30, 2019 and vested (or generally will vest) at a rate of 1/16th per quarter thereafter, such that the granted options will be fully vested on April 30, 2022.

The smallest amount of these stock options (threshold) that can be earned based on performance is vested stock options for 200,000 shares for achieving a Stock Price Goal of $45.00 sixty-trading-day-average stock price and a Revenue Goal of $4.0 billion in four-consecutive-fiscal-quarter revenue (and the Compensation Committee certified the vesting of the first 200,000 shares based upon achievement of the $45 Stock Price Goal on August 2, 2022, and $4.0 billion Revenue Goal on March 26, 2022).

However, even with these achievements if the Company’s stock price remained at $45.00 per share, based on the $45.00 exercise price for these stock options, there would be no appreciation value in those stock options for Mr.

For more information about the operation of this award, see “Discussion and Analysis of 2021 CEO Performance Award” above.

(3) These incentive and nonqualified stock options vested at the rate of 25% on May 1, 2021 and vested (or generally will vest) at a rate of 1/16th per quarter thereafter, such that the granted options will be fully vested on May 1, 2024.

(4) 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 shares will be fully vested on May 5, 2026.

(5) These nonqualified stock options vest at the rate of 12.5% on August 5, 2022, and 1/8th per quarter thereafter, such that the shares will be fully vested on May 5, 2024.

(6) These RSUs vested at the rate of 25% on May 10, 2021, and vested (or generally will vest) at a rate of 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2024.

(7) These RSUs vested at the rate of 25% on May 10, 2023, and vested (or generally will vest) at a rate of 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2026.

(7) These incentive and nonqualified stock options vested at the rate of 25% on May 1, 2019 and vested (or generally will vest) at a rate of 1/16th per quarter thereafter, such that the granted options will be fully vested on May 1, 2022.

(8) These incentive and nonqualified stock options vested at the rate of 25% on October 30, 2019, and vested (or generally will vest) at a rate of 1/16th per quarter thereafter, such that the granted options will be fully vested on October 30, 2022.

(9) These nonqualified stock options vested at the rate of 56% on March 27, 2021 and vested (or generally will vest) at a rate of 6% per quarter thereafter, such that the granted options will be fully vested on December 27, 2022.

(10) These incentive stock options shall vest at the rate of 25% on October 27, 2021 and generally will vest at a rate of 1/16th per quarter thereafter, such that the granted options will be fully vested on October 27, 2024.

(10) These incentive stock options vested at the rate of 25% on October 27, 2021, and generally will vest at a rate of 1/16th per quarter thereafter, such that the granted options will be fully vested on October 27, 2024.

(11) These RSUs vested at the rate of 63% on May 10, 2021, and vested (or generally will vest) at a rate of 6% per quarter thereafter, such that the RSUs will be fully vested on November 10, 2022.

(12) These RSUs shall vest at the rate of 25% on November 10, 2021 and generally will vest at a rate of 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 10, 2024.

(13) These incentive stock options vested at the rate of 25% on October 22, 2018 and vested (or generally will vest) at a rate of 1/16th per quarter thereafter, such that the granted options will be fully vested on October 22, 2021.

(14) These RSUs vested at the rate of 25% on November 16, 2018 and vested (or generally will vest) at a rate of 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 16, 2021.

(15) These RSUs vested at the rate of 25% on May 10, 2019 and vested (or generally will vest) at a rate of 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2022.

(16) This amount reflects the service-based portion of the March 2020 PRSU grant to Mr.

Hsu (15,000 units).

In addition to the 15,000 units, based upon the Company’s revenue for fiscal year 2021 ($3,557 million), which increased from revenue for fiscal year 2020, management has calculated that 2,939 additional units were earned, such that a total of 17,939 units will vest in November 2021.

Such amount remains subject to final certification by the Compensation Committee.

(17) These nonqualified stock options vested at the rate of 20% on January 11, 2018 and vested (or generally will vest) at a rate of 1/20th per quarter thereafter, such that the granted options will be fully vested on January 11, 2022.

(18) These nonqualified stock options shall vest at the rate of 100% on February 25, 2022.

(12) These RSUs vested at the rate of 25% on November 10, 2021, and generally will vest at a rate of 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 10, 2024.

(13) As further described in CD&A, as of the end of fiscal year 2022, each of Messrs.

Weigand and Clegg participated in a Performance Incentive Award for fiscal year 2022 payable for Mr.

Weigand 20% in cash and 80% in Performance RSUs, and payable for Mr.

Clegg 50% in cash and 50% in Performance RSUs, which Performance RSUs will vest over four years from July 1, 2022.

Based on the design of the Performance Incentive Award, there was essentially no target number of Performance RSUs to be earned, but the award was capped at a payout of no more than 250,000 RSUs.

The actual Performance RSUs earned by Messrs.

Weigand and Clegg for their Performance Incentive Awards are expected to be granted in early fiscal year 2023, as disclosed in CD&A above, and will appear in this table in subsequent years.

Fiscal Year 2022 Option Exercises and Stock Vested

12 unchanged sentences

George Kao — — 1,754 76,487

Alex Hsu — — 15,948 557,412

Kevin Bauer 70,000 640,821 2,813 82,064

__________________________

(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.

3 unchanged sentences

As such, the Pension Benefits disclosure and Nonqualified Deferred Compensation disclosure for fiscal year 2022 are omitted from this Annual Report.

SMCI | 2022 Form 10-K | 130

Fiscal Year 2022 Potential Payments Upon Termination or Change of Control

2 unchanged sentences

The 2021 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company.

See “2021 CEO Performance Award Granted in March 2021.” None of the tranches under the 2021 CEO Performance Award would have been earned thereunder for a change in control occurring on June 30, 2021 (based on the closing stock price of $35.18 on such date, plus a reasonable assumption that any aggregate consideration per share in a hypothetical change of control occurring on such date would have been less than $45), and therefore there is no change in control value attributed to the award for a hypothetical change of control situation.

Prior to ceasing employment with the Company as Chief Financial Officer, in February 2021 Mr.

Bauer entered into a consulting arrangement with the Company, and the Company provided certain provisions with respect to his equity awards following the termination of his employment relationship with the Company.

See “- Former CFO Consulting Arrangement.”

See “Discussion and Analysis of 2021 CEO Performance Award.” None of the tranches under the 2021 CEO Performance Award would have been earned thereunder for a change in control occurring on June 30, 2022 (based on the closing stock price of $40.35 on such date, plus an assumption that any aggregate consideration per share in a hypothetical change of control occurring on such date would have been less than $45), and therefore there is no change in control value attributed to the award for a hypothetical change of control situation.

Fiscal Year 2022 Chief Executive Officer Pay Ratio

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Liang, our Chief Executive Officer (“2022 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 (“2021 Median Annual Compensation”), was 268 to 1.

Liang (“2022 Median Annual Compensation”), was 0.10 (or one-tenth) to 1.

For purposes of this pay ratio disclosure, 2022 CEO Compensation was determined to be $8,124 which represents the total compensation reported for Mr.

Liang under the “Fiscal Year 2022 Summary Compensation Table,” plus the Company’s contribution to certain non-discriminatory group health and welfare benefits provided to Mr.

2021 Median Annual Compensation for the identified median employee was determined to be $75,171, also including the Company’s contribution to the same non-discriminatory group health and welfare benefits provided to the median employee.

The 2022 Median Annual Compensation for the identified median employee was determined to be $80,413, also including the Company’s contribution to the same non-discriminatory group health and welfare benefits provided to the median employee.

Please see the CD&A above for more information about Mr.

Liang’s compensation arrangements in place for fiscal year 2022, which included participation in the 2021 CEO Performance Award.

Due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate.

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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.

SMCI | 2022 Form 10-K | 131

In calculating our Chief Executive Officer pay ratio for fiscal year 2022, we did not go through a renewal of the process (described above) of identifying a median employee as was conducted for fiscal year 2021.

This is because we believe that there has been no change in our employee population or employee compensation arrangements during fiscal year 2022 that would result in a significant change to our Chief Executive Officer pay ratio disclosure.

However, due to a change in the circumstances of the median employee that was identified as of the Determination Date (the “Original Median Employee”), as such Original Median Employee departed from the Company during the course of fiscal year 2022, it was no longer appropriate to use the Original Median Employee for these pay ratio purposes.

As a result, for fiscal year 2022, we used another employee whose compensation was substantially similar to the Original Median Employee based on the compensation measures discussed above used to select the Original Median Employee.

Compensation Program Risk Assessment

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Finally, non-employee directors were entitled to $2,000 per meeting for each meeting attended in excess of (1) the regular meetings of the Board and (2) up to 10 additional meetings beyond such regular meetings, provided that notice of the meeting was properly given, a quorum was present, and the meeting was recorded (“Excess Meetings”).

During fiscal year 2021, Mr.

Fairfax attended 14 Excess Meetings, Mr.

Tsai attended 14 Excess Meetings, Mr.

McAndrews attended 11 Excess Meetings, Ms.

Tseng attended three Excess Meetings, and Mr.

Liu attended 15 Excess Meetings.

Chan did not attend any Excess Meetings during fiscal year 2021.

As disclosed in our prior Annual Report on Form 10-K for the fiscal year ended June 30, 2020, in March 2020, the Board provided special performance-based cash incentive award opportunities to two non-employee directors, Mr.

Sherman Tuan and Mr.

These awards provided a cash incentive opportunity of up to $194,150 and $103,095, respectively, subject to the following conditions:

(1) 50% of the opportunity will be earned if the average closing price for the Company’s common stock equals or exceeds $31.61 (representing a 15% premium over the average closing price of the Company’s common stock for the 20 consecutive trading days preceding March 4, 2020) for any period of 20 consecutive trading days prior to September 30, 2021 (the “First Price Target”);

and (2) an additional 50% of the opportunity will be earned if the average closing price for the Company’s common stock equals or exceeds $32.99 (representing a 20% premium over the average closing price of the Company’s common stock for the 20 consecutive trading days preceding March 4, 2020) for any period of 20 consecutive trading days prior to June 30, 2022 (the “Second Price Target”).

The relevant stock price goals were not met during fiscal year 2020, and no portion of these amounts were paid to Mr.

Tsai during fiscal year 2020, However, during fiscal year 2021, the First Price Target was achieved based upon stock price performance from December 22, 2020 through January 21, 2021, and the Second Price Target was achieved based upon stock price performance from February 8, 2021 through March 8, 2021.

As a result, payment of the full amount of the cash incentive opportunities were made to each of Mr.

Tsai during fiscal year 2021.

During fiscal year 2022, each of Messrs.

Chan, Fairfax and Liu attended six Excess Meetings.

Tseng and Mr.

Tuan did not attend any Excess Meetings during fiscal year 2022.

Our director compensation policy also provides for annual RSU grants to the non-employee directors with a value equal to $220,000, with the ultimate number of RSUs granted based on our closing stock price on the date of grant.

For fiscal year 2021, we made such grants for non-employee director service under our 2020 Equity and Incentive Compensation Plan on August 21, 2020 to such persons serving on such date, which grants had a vesting date of June 30, 2021.

Two non-employee directors, Mr.

Michael McAndrews and Mr.

Fred Tsai, who served during fiscal year 2021 and received such grants, were not nominated for re-election at our annual general meeting of stockholders held on May 28, 2021 and ceased being directors on such date.

Prior to the end of their service, the Compensation Committee exercised discretion to accelerate the vesting date of the awards granted to Mr.

McAndrews and Mr.

Tsai to May 28, 2021.

For fiscal year 2022, we made such grants for non-employee director service under the Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan on August 3, 2021, to such persons serving on such date, which grants had a vesting date of June 30, 2022.

Saria Tseng, a non-employee director, was a recipient of such grants and served during fiscal year 2022 until the expiration of her term of office at our annual general meeting of stockholders on May 18, 2022.

Prior to the end of her service, the Compensation Committee exercised discretion to accelerate the vesting date of the awards granted to her to May 18, 2022.

Awards granted to the other non-employee directors vested on June 30, 2022.

Shiu Leung (Fred) Chan was appointed as a non-employee director on October 28, 2020.

In connection with his appointment, Mr.

Chan received during fiscal year 2021 a pro-rated portion of the annual non-employee director retainer and, on November 5, 2020, an RSU grant with a value equal to a pro-rated portion of $220,000 with a vesting date of June 30, 2021.

Judy Lin was appointed as a non-employee director on April 1, 2022.

In connection with her appointment, Ms.

Lin received during fiscal year 2022 a pro-rated portion of the annual non-employee director retainer and, on April 1, 2022, an RSU grant with a value equal to a pro-rated portion of $220,000 with a vesting date of June 30, 2022.

The following table shows for fiscal year 2022 certain information with respect to the compensation of all of our non-employee directors who served in such capacities during fiscal year 2022:

SMCI | 2022 Form 10-K | 132

FISCAL YEAR 2022 DIRECTOR COMPENSATION

Non-Equity Incentive Plan Compensation

All Other Compensation

Daniel Fairfax 87,000 219,969 180 307,149

Hwei-Ming (Fred) Tsai (1)

16,875 54,832 180 71,887

Michael McAndrews (1)

90,201 287,960 — 378,161

Saria Tseng (2)

68,345 245,985 180 314,510

Sherman Tuan 87,500 219,969 180 307,649

Shiu Leung (Fred) Chan 88,750 219,969 180 308,899

40,435 148,270 — 188,705

Tally Liu 103,786 219,969 180 323,935

__________________________

(1) Each of Mr.

Hwei-Ming (Fred) Tsai and Mr.

Michael McAndrews served as a director until May 28, 2021.

Shiu Leung (Fred) Chan was appointed to the Board in October 2020.

Judy Lin was appointed to the Board in April 2022.

Saria Tseng served as a director until May 18, 2022.

(3) This column consists of annual director fees, non-employee committee chairman fees, and other committee member fees, in each case earned for fiscal year 2022.

(4) The dollar amounts in this column represent the aggregate grant date fair values of the RSU awards granted during fiscal year 2022 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 14, “Stock-based Compensation and Stockholders’ Equity” to our consolidated financial statements for fiscal year 2021 included in this Annual Report on Form 10-K.

Each grant of 8,289 RSUs to each of the directors other than Mr.

Chan had a grant date fair value of $26.54 per share, and Mr.

Chan’s grant of 5,168 RSUs had a grant date fair value of $28.69 per share.

(5) The value disclosed in this row under the “Stock Awards” column also reflects, for each of Messrs.

Tsai and McAndrews, the modification fair value ($67,970) for the acceleration of the vesting date of his fiscal year 2021 RSU grant from June 30, 2021 to May 28, 2021.

This acceleration was approved because each of these non-employee directors was not nominated for re-election at our annual general meeting of stockholders held on May 28, 2021 and ceased being directors on such date, as further described above.

(6) This column consists of, for Mr.

Tuan, amounts earned during fiscal year 2021 from special performance-based cash incentive award opportunities granted in March 2020 following the achievement of the performance conditions.

Please see the discussion above for more information about these awards.

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 13, “Stock-based Compensation and Stockholders’ Equity” to our consolidated financial statements for fiscal year 2022 included in the Annual Report.

Each grant of 5,807 RSUs to each of the directors other than Ms.

Lin had a grant date fair value of $37.88 per share, and Ms.

Lin’s grant of 1,446 RSUs had a grant date fair value of $37.92 per share.

(5) The value disclosed in this row under the “Stock Awards” column also reflects, for Ms.

Tseng, the modification fair value of $42.36 per share for the acceleration of the vesting date of her fiscal year 2022 RSU grant from June 30, 2022, to May 18, 2022.

This acceleration was approved because Ms.

Tseng was a recipient of such grants and served during fiscal year 2022 until the expiration of her term of office at our annual general meeting of stockholders on May 18, 2022.

(6) Value of Company Christmas gift.

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, 2022.

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See “Part III.

Certain Relationships and Related Transactions and Director Independence-Transactions with Monolithic Power Systems.” In addition, during fiscal year 2021, none of our executive officers served as a member of the compensation committee of the board of directors of any other entity that has one or more executive officers who served on our Compensation Committee of the Board.

Hwei-Ming (Fred) Tsai, Saria Tseng and Sherman Tuan served on the Compensation Committee during fiscal year 2021, with Mr.

Tsai’s service on such committee ending on May 28, 2021.

Certain Relationships and Related Transactions and Director Independence-Transactions with Monolithic Power Systems.” Ms.

Tseng served during fiscal year 2022 until the expiration of her term of office at our annual general meeting of stockholders on May 18, 2022, and she ceased being a director and member of the Compensation Committee on such date.

In addition, during fiscal year 2022, none of our executive officers served as a member of the compensation committee of the board of directors of any other entity that has one or more executive officers who served on our Compensation Committee of the Board.

Sherman Tuan served on the Compensation Committee during all of fiscal year 2022, Ms.

Saria Tseng served on the Compensation Committee during a portion of fiscal year 2022 until May 18, 2022, and Mr.

Tally Liu served on the Compensation Committee during a portion of fiscal year 2022 with his appointment commencing on April 27, 2022.

SMCI | 2022 Form 10-K | 133

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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David Weigand (7)

Saria Tseng (9)

Sherman Tuan (8)

Sara Liu (11)

7,464,719 14.1 %

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Shiu Leung (Fred) Chan 10,975 *

Kevin Bauer (12)

Judy Lin 1,446 *

All directors and executive officers as a group (10 persons) (10)

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5% Holders Not Listed Above:

Empyrean Capital Overseas Master Fund, Ltd.

3,000,459 5.9 %

Disciplined Growth Investors Inc.

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Total executives, directors & 5% or more stockholders 37.4 %

__________________________

* Represents beneficial ownership of less than one percent of the outstanding shares of common stock

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(6) Includes 29,396 options exercisable and 364 RSU shares issuable within 60 days after July 31, 2022.

(7) Includes 59,231 options exercisable and 237 RSU shares issuable within 60 days after July 31, 2021.

Hsu served as Senior Vice President, Chief Operating Officer until March 2021.

In March 2021, Mr.

Hsu transitioned to the role of Senior Chief Executive, Strategic Business.

(7) Includes 28,250 options exercisable and 225 RSU share issuable within 60 days after July 31, 2022.

(8) Includes 5,000 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2022.

(10) Includes 25,000 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2021.

(9) Includes 38,996 options exercisable and 433 RSU shares issuable within 60 days after July 31, 2022.

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See footnote 4.

Bauer resigned as our Chief Financial Officer in January 2021, and Mr.

Weigand has assumed such role.

(10) Includes 865,103 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2022.

(14) The information is based solely on the Schedule 13G filed on February 11, 2021 by (i) Empyrean Capital Overseas Master Fund, Ltd.

(“ECOMF”), which has shared voting power and dispositive power over 3,000,459 shares of common stock, (ii) Empyrean Capital Partners, LP (“ECP”), which has shared voting power and dispositive power over 3,000,459 shares of common stock, and (iii) Amos Meron, who has shared voting power and dispositive power over 3,000,459 shares of common stock.

ECP serves as investment manager to ECOMF with respect to the common stock directly held by ECOMF.

Amos serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the common stock directly held by ECOMF.

The address of the business office of each of the reporting persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

(11) The information is based solely on the Schedule 13-F filed on May 16, 2022.

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Suite 2550, Minneapolis, MN 55402.

(16) The information is based solely on the Schedule 13G filed on February 2, 2021.

(12) The information is based solely on the Amendment No.

1 to Schedule 13G filed on February 3, 2022.

BlackRock, Inc.

has sole voting power over 3,080,779 shares of common stock and sole dispositive power over 3,169,548 shares of common stock.

The address for the reporting person is 55 East 52nd Street, New York, New York 10055.

(17) The information is based solely on the Schedule 13G filed on February 10, 2021.

SMCI | 2022 Form 10-K | 134

(13) The information is based solely on the Amendment No.

1 to Schedule 13G filed on February 10, 2022.

The Vanguard Group has shared voting power over 37,940 shares of common stock, sole dispositive power over 4,278,159 shares of common stock and shared dispositive power over 70,753 shares of common stock.

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We currently maintain three compensation plans that provide for the issuance of our Common Stock to officers and other employees, directors and consultants.

These consist of the 2006 Equity Incentive Plan, the 2016 Equity Incentive Plan and the 2020 Plan.

These plans consist of the 2006 Equity Incentive Plan, the 2016 Equity Incentive Plan and the 2020 Equity and Incentive Compensation Plan.

All three of these plans have been approved by our stockholders.

We no longer grant any equity-based awards under the 2006 Equity Incentive Plan or the 2016 Equity Incentive Plan.

The following table sets forth information regarding outstanding options, RSUs, and PRSUs and shares reserved and remaining available for future issuance under the foregoing plans as of June 30, 2021:

On May 18, 2022, our stockholders approved an amendment and restatement of our 2020 Equity and Incentive Compensation Plan (the “2020 Plan”) which (among other things) made available for awards under the 2020 Plan an additional 2,000,000 shares of our common stock.

The following table sets forth information regarding outstanding options and RSUs and shares reserved and remaining available for future issuance under the foregoing plans as of June 30, 2022:

Plan Category Number of securities to be issued upon

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Total 6,190,489 3,604,025

__________________________

(1) This number includes 5,175,554 shares subject to outstanding options, 1,854,956 shares subject to outstanding RSU awards, and 15,000 shares subject to outstanding PRSU awards.

(2) The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs and PRSUs, which have no exercise price.

(1) This number includes 4,311,416 shares subject to outstanding options and 1,879,073 shares subject to outstanding RSU awards.

(3) The weighted-average remaining contractual term of our outstanding options as of June 30, 2022 was 5.6 years.

(4) All of these shares may be issued with respect to award vehicles other than just stock options or other rights to acquire shares.

Certain Relationships and Related Transactions and Director Independence

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provided that if the matter or transaction involves employment or compensation terms for services to our company, including retention or payment provisions relating to expert services, then it is presented to the Compensation Committee.

In approving or rejecting a proposed transaction, or a relationship that encompasses many similar

transactions, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant, including but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence.

In approving or rejecting a proposed transaction, or a relationship that encompasses many similar transactions, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant, including but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence.

Our Audit Committee approves only those transactions that, in light of known circumstances are not inconsistent with our best interests, as the Audit Committee determines in the good faith exercise of its discretion.

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Equity-Based Awards

SMCI | 2022 Form 10-K | 135

Please see the “Grants of Plan-Based Awards” table and the “Director Compensation” table above for information on stock option and restricted stock unit grants to our directors and named executive officers in fiscal year 2022.

Employment Relationships

Hung-Fan (Albert) Liu, who is a brother of Sara Liu, our Co-Founder and Senior Vice President and a director, is employed in our operations organization in San Jose, California.

As of June 30, 2022, Hung-Fan (Albert) Liu, who is a brother of Sara Liu, our Co-Founder and Senior Vice President and a director, is employed in our operations organization in San Jose, California.

Liu received total compensation of approximately $376,563 in fiscal year 2022.

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Kao, our Senior Vice President of Operations.

Liu also received options and RSU awards in fiscal year 2021 totaling $148,776.

Shao Fen (Carly) Kao, who is a sister-in-law of Sara Liu, our Co-Founder and Senior Vice President and a director, is employed in our finance and accounting organization in San Jose, California.

As of June 30, 2022, Shao Fen (Carly) Kao, who is a sister-in-law of Sara Liu, our Co-Founder and Senior Vice President and a director, is employed in our finance and accounting organization in San Jose, California.

Kao received total compensation of approximately $175,042 in fiscal year 2022.

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Weigand, our Chief Financial Officer.

Sara Liu, who is Charles Liang's spouse and is related to Mr.

As of June 30, 2022, Sara Liu, who is Charles Liang's spouse and is related to Mr.

Kao as outlined above, is a Co-Founder, Senior Vice President, and director of the Company, and received total compensation of approximately $1,270,946 in fiscal year 2022.

The total compensation includes equity gain of $841,939 (principally from the exercise of stock options), in addition to salary and bonus.

In August 2022, Bill Liang, who is the son of Sara Liu and Charles Liang and nephew of Bill Liang, who serves as the Chief Executive Officer of Compuware, commenced employment in our systems engineering organization in San Jose, California.

Bill Liang’s annual base salary rate is $83,000 and he will be eligible to receive equity incentive awards.

The amount and value of his 2022 award has not been determined as of the date of this Annual Report but is currently expected to be in the range of 410 to 700 time-based restricted stock units.

Transactions with Ablecom and Compuware

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Under these agreements, we outsource a portion of our design activities and a significant part of our server chassis manufacturing of components such as server chassis to Ablecom.

Ablecom agrees to design products according to our

specifications.

Ablecom agrees to design products according to our specifications.

Additionally, Ablecom agrees to build the tools needed to manufacture the products.

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We believe that the pricing and terms under the distribution agreement are similar to the pricing and terms of distribution arrangements we have with similar third-party distributors.

SMCI | 2022 Form 10-K | 136

We have also entered into a series of agreements with Compuware, including a multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space.

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For fiscal years ended June 30, 2022, 2021 and 2020, we purchased products from Ablecom totaling $192.4 million , $122.2 million and $152.5 million, respectively.

Amounts owed to Ablecom by us as of June 30, 2021 and 2020, were $41.2 million and $40.1 million, respectively.

Amounts owed to Ablecom by us as of June 30, 2022, 2021 and 2020, were $46.0 million, $41.2 million and $40.1 million, respectively.

For the fiscal years ended June 30, 2022, 2021 and 2020, we paid Ablecom $8.3 million , $8.6 million and $7.6 million, respectively, for design services, tooling assets and miscellaneous costs.

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For fiscal years ended June 30, 2022, 2021 and 2020, we sold products to Compuware totaling $26.1 million , $27.9 million and $23.9 million, respectively.

Amounts owed to us by Compuware as of June 30, 2021 and 2020, were $18.4 million and $14.3 million, respectively.

Amounts owed to us by Compuware as of June 30, 2022, 2021 and 2020, were $20.0 million, $18.4 million and $14.3 million, respectively.

The price at which Compuware purchases the products from us is at a discount from our standard price for purchasers who purchase specified volumes from us.

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For the fiscal years ended June 30, 2022, 2021 and 2020, we purchased products from Compuware totaling $170.3 million, $113.4 million and $130.6 million, respectively.

Amounts we owed to Compuware as of June 30, 2021 and 2020, were $46.4 million and $46.5 million, respectively.

Amounts we owed to Compuware as of June 30, 2022, 2021 and 2020 were $60.0 million, $46.4 million and $46.5 million, respectively.

For the fiscal years ended June 30, 2022, 2021 and 2020, we paid Compuware $1.5 million, $1.8 million and $1.2 million, respectively, for design services, tooling assets and miscellaneous costs.

Our exposure to financial loss as a result of our involvement with Ablecom is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand for our products such that we incur a loss on the sale or cannot sell the products.

Our outstanding purchase orders to Ablecom were $40.2 million and $23.2 million at June 30, 2021 and 2020, respectively, representing the maximum exposure to financial loss.

Our outstanding purchase orders to Ablecom were $36.0 million, $40.2 million and $23.2 million at June 30, 2022, 2021 and 2020, respectively, representing the maximum exposure to financial loss.

We do not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer.

Our exposure to financial loss as a result of our involvement with Compuware is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand for our products such that we incur a loss on the sale or cannot sell the products.

Our outstanding purchase orders to Compuware were $71.0 million and $45.7 million at June 30, 2021 and 2020, respectively, representing the maximum exposure to financial loss.

Our outstanding purchase orders to Compuware were $44.3 million, $71.0 million and $45.7 million at June 30, 2022, 2021 and 2020, respectively, representing the maximum exposure to financial loss.

We do not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer.

Tripartite Agreement .

On November 8, 2021, our wholly-owned Taiwan subsidary (the “Subsidiary”) entered into a Tripartite Agreement (the “Tripartite Agreement”) with Ablecom and Compuware related to a three-way purchase of land.

Pursuant to the Tripartite Agreement, the Subsidiary will participate in purchasing 33.33% of the 137,225.97 square meters (approximately 34 acres) of land Ablecom has agreed to acquire from third-party landowners in proximity to our campus in Bade, Taiwan.

Compuware will acquire 17.21% of such land and Ablecom will retain the remaining 49.46% of the land.

Under the Tripartite Agreement, fees and costs related to such land purchase would be borne by the parties according to their proportionate share of the land purchased.

We intend to fund our proportionate share of the land purchased under the Tripartite Agreement which is estimated to be approximately NTD 789 million (or approximately US$28.3 million) from either available cash and/or borrowings under loan agreements the Subsidiary is party in Taiwan.

Amounts payable related to the purchase of

SMCI | 2022 Form 10-K | 137

the land are due in three installments based upon the achievement of specified milestones.

The transaction is subject to various customary conditions precedent, including the receipt of government approvals, the discharge of mortgages and leases on the land, and the completion of due diligence.

As of June 30, 2022 due diligence and discussions with government officials are continuing, and no installment payments have been made with respect to the transaction.

If the transaction does not close within 12 months, Ablecom may offer the land to other parties.

In October 2018, our Chief Executive Officer, Charles Liang, personally borrowed approximately $12.9 million from Chien-Tsun Chang, the spouse of Steve Liang.

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MPS is a supplier that provides high-performance analog and mixed signal semiconductors for use in our products.

Saria Tseng, who serves as a member on the Board of Directors, also serves as Vice President of Strategic Corporate Development, General Counsel and Secretary of MPS.

Saria Tseng, who served as a member on the Board of Directors until May 18, 2022, also serves as Vice President of Strategic Corporate Development, General Counsel and Secretary of MPS.

We purchased $8.3 million, $3.9 million and $5.2 million of semiconductor products from MPS for use in our manufacturing process during the years ended June 30, 2022, 2021 and 2020, respectively.

The amounts due to MPS as of June 30, 2022, 2021 and 2020 were not material.

SMCI | 2022 Form 10-K | 138

Principal Accounting Fees and Services

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Total $ 4,766 $ 4,632

__________________________

(1) Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements, review of interim condensed consolidated financial statements and certain statutory audits.

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Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report

(1) Financial Statements

See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.

Index to Consolidated Financial Statements Page

Report of Independent Registered Public Accounting Fir m ( PCAO B ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

All financial statement schedules have been omitted because they are either not applicable or the required information is shown in the consolidated financial statements or notes thereto.

SMCI | 2022 Form 10-K | 139

See the Exhibit Index which precedes the signature page of this Annual Report, which is incorporated herein by reference.

See Item 15(a)(3) above.

See Item 15(a)(2) above.

EXHIBIT INDEX

Number Description

Number Exhibit Description

3.3 Amended and Restated Certificate of Incorporation of Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 3.3 filed with the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

3.4 Amended and Restated Bylaws of Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 3.4 filed with the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

4.1 Specimen Stock Certificate for Shares of Common Stock of Super Micro Computer, Inc.

4.5 Description of Securities(1 0 )

(Incorporated by reference to Exhibit 4.1 filed with the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

4.5 Description of Securities (Incorporated by reference to Exhibit 4.5 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019)

10.1* Form of Restricted Stock Agreement under Super Micro Computer, Inc.

2006 Equity Incentive Plan(1 8 )

2006 Equity Incentive Plan (Incorporated by reference to Exhibit 10.7 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

10.2* Form of Restricted Stock Unit Agreement under Super Micro Computer, Inc.

2006 Equity Incentive Plan( 19 )

10.3* Form of Directors’ and Officers’ Indemnity Agreement( 20 )

10.4* Offer Letter for Sara Liu( 21 )

10.5* Offer Letter for Alex Hsu( 22 )

2006 Equity Incentive Plan (Incorporated by reference to Exhibit 10.8 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

10.3* Form of Directors’ and Officers’ Indemnity Agreement (Incorporated by reference to Exhibit 10.9 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

10.4* Offer Letter for Sara Liu (Incorporated by reference to Exhibit 10.20 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

10.5* Product Manufacturing Agreement dated January 8, 2007 , between Super Micro Computer, Inc.

and Ablecom Technology Inc.

10.7* Form of Notice of Grant of Stock Option under 2006 Equity Incentive Plan(2)

10.8* Form of Notice of Grant of Restricted Stock under 2006 Equity Incentive Plan(2)

10.9* Form of Notice of Grant of Restricted Stock Unit under 2006 Equity Incentive Plan(2)

10.10* 2006 Equity Incentive Plan, as amended(3)

10.11* 2016 Equity Incentive Plan(4)

10.12* Form of Notice of Grant of Stock Option under 2016 Equity Incentive Plan(5)

10.13* Form of Stock Option Agreement under 2016 Equity Incentive Plan(5)

10.14* Form of Notice of Grant of Restricted Stock Units under 2016 Equity Incentive Plan(5)

10.15* Form of Restricted Stock Units Agreement under 2016 Equity Incentive Plan(5)

10.16 Loan and Security Agreement with Bank of America, N.A., dated April 19, 2018(6)

10.17 Extension of Loan and Security Agreement with Bank of America, N.A., dated September 7, 2018(7)

10.18 Second Amendment to Loan and Security Agreement, dated as of June 27, 2019( 9 )

Offer Letter for Kevin Bauer(1 1 )

Offer Letter for Don Clegg(1 2 )

Offer Letter for George Kao(1 3 )

Offer Letter for David Weigand(1 4 )

10.23 Letter Agreement with Bank of America, N.A., dated October 28, 2019( 15 )

10.24* Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan( 16 )

(Incorporated by reference to Exhibit 10.24 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

10.6* Form of Notice of Grant of Stock Option under 2006 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 from the Company's Registration Statement on Form S-8 (Commission File No.

333-142404) filed with the Securities and Exchange Commission on April 27, 2017)

10.7* Form of Notice of Grant of Restricted Stock under 2006 Equity Incentive Plan (Incorporated by reference to Exhibit 10.7 from the Company's Registration Statement on Form S-8 (Commission File No.

333-142404) filed with the Securities and Exchange Commission on April 27, 2017)

10.8* Form of Notice of Grant of Restricted Stock Unit under 2006 Equity Incentive Plan (Incorporated by reference to Exhibit 10.9 from the Company's Registration Statement on Form S-8 (Commission File No.

333-142404) filed with the Securities and Exchange Commission on April 27, 2017)

10.9* 2006 Equity Incentive Plan, as amended (Incorporated by reference to Appendix A from the Company’s Definitive Proxy Statement on Schedule 14A (Commission File No.

001-33383) filed with the Securities and Exchange Commission on January 18, 2011)

SMCI | 2022 Form 10-K | 140

10.10* 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on March 14, 2016)

10.11* Form of Notice of Grant of Stock Option under 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 99.9 from the Company's Registration Statement on Form S-8 (Commission File No.

333-210881 filed with the Securities and Exchange Commission on April 22, 2016)

10.12* Form of Stock Option Agreement under 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 99.10 from the Company's Registration Statement on Form S-8 (Commission File No.

333-210881) filed with the Securities and Exchange Commission on April 22, 2016)

10.13* Form of Notice of Grant of Restricted Stock Units under 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 99.11 from the Company's Registration Statement on Form S-8 (Commission File No.

333-210881) filed with the Securities and Exchange Commission on April 22, 2016)

10.14* Form of Restricted Stock Units Agreement under 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 99.12 from the Company's Registration Statement on Form S-8 (Commission File No.

333-210881) filed with the Securities and Exchange Commission on April 22, 2016)

10.15 Loan and Security Agreement with Bank of America, N.A., dated April 19, 2018 (Incorporated by reference to Exhibit 10.51 from the Company's Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 17, 2019)

10.16 Extension of Loan and Security Agreement with Bank of America, N.A., dated September 7, 2018 (Incorporated by reference to Exhibit 10.52 from the Company's Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 17, 2019)

10.17 Second Amendment to Loan and Security Agreement, dated as of June 27, 2019 (Incorporated by reference to Exhibit 10.1 from the Company's Current report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on July 2, 2019)

10.18*‡ Offer Letter for Don Clegg (Incorporated by reference to Exhibit 10.56 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019)

10.19*‡ Offer Letter for George Kao (Incorporated by reference to Exhibit 10.57 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019)

10.20*‡ Offer Letter for David Weigand (Incorporated by reference to Exhibit 10.58 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019)

10.21 Letter Agreement with Bank of America, N.A., dated October 28, 2019 (Incorporated by reference to Exhibit 10.59 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019)

10.22 Third Amendment to Loan and Security Agreement with Bank of America, N.A.

dated May 12, 2020, by and among Super Micro Computer, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent for the lenders( 17 )

dated May 12, 2020 by and among Super Micro Computer, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 13, 2020)

10.23 Summary of Terms & Conditions 10-Year Term Loan Facility, dated May 6, 2020 between Super Micro Computer Inc.

Taiwan and CTBC Bank(31)

10.27* Form of Notice of Grant of Stock Option under 2020 Equity and Incentive Compensation Plan( 32 )

10.28* Form of Notice of Incentive Stock Option Agreement under 2020 Equity and Incentive Compensation Plan(33)

10.29* Form of Nonqualified Stock Option Agreement under 2020 Equity and Incentive Compensation Plan(34)

10.30* Form of Notice of Grant of Restricted Stock Units under 2020 Equity and Incentive Compensation Plan( 35 )

10.31* Form of Restricted Stock Units Agreement under 2020 Equity and Incentive Compensation Plan( 36 )

Taiwan and CTBC Bank (Incorporated by reference to Exhibit 10.28 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

10.24* Form of Notice of Grant of Stock Option under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.31 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

10.25* Form of Incentive Stock Award Option Agreement under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.32 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

10.26* Form of Nonqualified Stock Option Agreement under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.33 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

10.27* Form of Notice of Grant of Restricted Stock Units under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.34 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

SMCI | 2022 Form 10-K | 141

10.28* Form of Restricted Stock Units Agreement under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.35 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

10.29 General Credit Agreement dated as of December 2, 2020 between Super Micro Computer, Inc.

Taiwan and E.SUN Bank(24)

Taiwan and E.SUN Bank (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 4, 2020)

10.30 Notification and Confirmation of Conditions for Import Loan, dated as of December 2, 2020 between Super Micro Computer, Inc.

Taiwan and E.SUN Bank(25)

Taiwan and E.SUN Bank (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 4, 2020)

10.31* Form of Notice of Grant of Performance Based Stock Option to Mr.

Charles Liang dated March 2, 2021(26)

Charles Liang dated March 2, 2021 (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on March 4, 2021)

10.32* Nonqualified Stock Option Award Agreement associated with the Notice of Grant of Performance Based Stock Option to Mr.

Charles Liang dated March 2, 2021(27)

Charles Liang dated March 2, 2021 (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on March 4, 2021)

10.33 Fourth Amendment to Loan and Security Agreement with Bank of America, N.A.

dated to be effective as of June 28, 2021 by and among Super Micro Computer, Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent for the lenders(28)

dated to be effective as of June 28, 2021 by and among Super Micro Computer, Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 29, 2021)

10.34 General Agreement for Omnibus Credit Lines dated as of July 20, 2021 between Super Micro Computer, Inc.

Taiwan and CTBC Bank Co., Ltd.

10.38+ Agreement for Individually Negotiated Terms and Conditions dated as of July 20, 2021 between Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on July 26, 2021)

10.35 Agreement for Individually Negotiated Terms and Conditions dated as of December 21 , 2021 between Super Micro Computer, Inc.

Taiwan and CTBC Bank Co., Ltd.

(corrected version of previously filed exhibit)

(Incorporated by reference to Exhibit 10.6 from the Company’s Quarterly Report on 10-Q (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 4, 2022)

10.36 Summary of Short-Term Credit Facilities and 75 Month Term Loan Facility from CTBC Bank Co., Ltd.

dated as of July 7, 2021.(30)

14.1+ Code of Business Conduct and Ethics

dated as of July 7, 2021 (Incorporated by reference to Exhibit 10.3 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on July 26, 2021)

10.37 English language translation of the Medium-to-Long Term Loan Agreement dated as of September 13, 2021 between Super Micro Computer, Inc.

Taiwan and Mega International Commercial Bank (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on September 17, 2021)

10.38 General Credit Agreement dated as of September 13, 2021 between Super Micro Computer, Inc.

Taiwan and E.SUN Bank (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on September 17, 2021)

10.39 Notification and Confirmation of Credit Conditions, dated as of September 13, 2021 between Super Micro Computer, Inc.

Taiwan and E.SUN Bank (Incorporated by reference to Exhibit 10.3 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on September 17, 2021)

10.40 English language translation of the Credit Authorization Agreement dated as of October 5, 2021 between Super Micro Computer, Inc.

Taiwan and Chang Hwa Commercial Bank, Ltd.

(Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on October 12, 2021)

10.41 English language translation of the Imported Goods Loan Agreement dated as of October 5, 2021 between Super Micro Computer, Inc.

Taiwan and Chang Hwa Commercial Bank, Ltd.

(Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on October 12, 2021)

10.42 English language translation of the Export Loan Agreement dated as of October 5, 2021 between Super Micro Computer, Inc.

Taiwan and Chang Hwa Commercial Bank, Ltd.

(Incorporated by reference to Exhibit 10.3 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on October 12, 2021)

SMCI | 2022 Form 10-K | 142

10.43 English language translation of the Loan Agreement for the Action Plan for Accelerated Investments by Domestic Corporations dated as of October 5, 2021 between Super Micro Computer, Inc.

Taiwan and Chang Hwa Commercial Bank, Ltd.

(Incorporated by reference to Exhibit 10.4 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on October 12, 2021)

10.44* Form of Notice of Grant of Restricted Stock Units (One-Year Vesting, Pro-Rata at Termination) under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.11 from the Company’s Quarterly Report on Form 10-Q (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 5, 2021)

10.45* Form of Restricted Stock Units Agreement (One-Year Vesting, Pro-Rata at Termination) under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.12 from the Company’s Quarterly Report on Form 10-Q (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 5, 2021)

10.46 Tripartite Agreement dated as of November 8, 2021 between Ablecom Technology Inc., Super Micro Computer, Inc.

Taiwan and Compuware Technology, Inc.

(Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 12, 2021)

10.47 General Loan, Export/Import Financing, Overdraft Facilities and Securities Agreement dated as of January 7, 2022 between Super Micro Computer, Inc.

Taiwan and HSBC Bank (Taiwan) Limited (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on January 13, 2022)

10.48 Facility Letter dated as of January 7, 2022 between Super Micro Computer, Inc.

Taiwan and HSBC Bank (Taiwan) Limited (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on January 13, 2022)

10.49 Fifth Amendment to Loan and Security Agreement with Bank of America, N.A.

dated to be effective as of March 3, 2022 by and among Super Micro Computer, Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on March 4, 2022)

10.50 English language translation of the Omnibus Credit Authorization Agreement dated as of April 25, 2022 between Super Micro Computer, Inc.

Taiwan and Mega International Commercial Bank (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on April 28, 2022)

10.51 English language translation of the Credit Authorization Agreement dated as of April 25, 2022 between Super Micro Computer, Inc.

Taiwan and Mega International Commercial Bank (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on April 28, 2022)

10.52 English language translation of the Credit Authorization Approval Notice dated as of March 4, 2022 between Super Micro Computer, Inc.

Taiwan and Mega International Commercial Bank (Linkou Branch) (Incorporated by reference to Exhibit 10.3 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on April 28, 2022)

10.53* Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan, as amended and restated, effective May 18, 2022 (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 19, 2022)

10.54 Loan Agreement dated as of May 19, 2022 between Cathay Bank and Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 23, 2022)

10.55+ English language translation of Credit Approval Notice dated as of May 13, 2022 from Chang Hwa Commercial Bank, Ltd.

10.56 General Credit Agreement dated as of August 9, 2022, between Super Micro Computer, Inc.

Taiwan and E.SUN Bank (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 12, 2022)

10.57 No tification and Confirmation of Credit Conditions, dated as of August 9, 2022 between Super Micro Compu ter , Inc .

Taiwan and E.SUN Bank (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 12, 2022)

SMCI | 2022 Form 10-K | 143

10.58+ First Amendment to Loan Agreement dated as of August 17, 2022 by and between Cathay Bank and Super Micro Computer, Inc.

14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 5, 2019)

21.1+ Subsidiaries of Super Micro Computer, Inc.

11 unchanged sentences

101.PRE+ XBRL Taxonomy Extension Presentation Linkbase Document

__________________________

+ Filed herewith

(1) Incorporated by reference to the same number exhibit filed with the Registrant’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.

(2) Incorporated by reference to the Company’s registration statement on Form S-8 (Commission File No.

333-142404) filed with the Securities and Exchange Commission on April 27, 2007.

(3) Incorporated by reference to Appendix A from the Company’s Definitive Proxy Statement on Schedule 14A (Commission File No.

001-33383) filed with the Securities and Exchange Commission on January 18, 2011.

(4) Incorporated by reference to the Company's Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on March 14, 2016.

(5) Incorporated by reference to the Company's registration statement on Form S-8 (Commission File No.333-210881) filed with the Securities and Exchange Commission on April 22, 2016.

(6) Incorporated by reference to Exhibit 10.51 from the Company's Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 17, 2019.

(7) Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on September 12, 2018.

(8) The certifications attached as Exhibit 32.1 and 32.2 accompany the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by Super Micro Computer, Inc.

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

(9) Incorporated by reference to Exhibit 10.1 from the Company's Current report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on July 2, 2019.

(10) Incorporated by reference to Exhibit 4.5 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019.

(11) Incorporated by reference to Exhibit 10.55 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019.

(12) Incorporated by reference to Exhibit 10.56 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019.

(13) Incorporated by reference to Exhibit 10.57 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019.

(14) Incorporated by reference to Exhibit 10.58 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019.

(15) Incorporated by reference to Exhibit 10.59 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019.

(16) Incorporated by reference to Appendix A in the Company’s Definitive Proxy Statement on Schedule 14A (Commission File No.

001-33383) filed with the Securities and Exchange Commission on April 21, 2020.

(17) Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 13, 2020.

(18) Incorporated by reference to Exhibit 10.7 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.

(19) Incorporated by reference to Exhibit 10.8 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.

(20) Incorporated by reference to Exhibit 10.9 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.

(21) Incorporated by reference to Exhibit 10.20 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.

(22) Incorporated by reference to Exhibit 10.21 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.

(23) Incorporated by reference to Exhibit 10.24 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.

(24) Incorporated by reference to Exhibit 10.41 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 4, 2020.

(25) Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 4, 2020

(26) Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on March 1, 2021

(27) Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on March 1, 2021

(28) Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 29, 2021

(29) Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on July 26, 2021

(30) Incorporated by reference to Exhibit 10.3 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on July 26, 2021

(31) Incorporated by reference to Exhibit 10.28 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020

(32) Incorporated by reference to Exhibit 10.31 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020

(33) Incorporated by reference to Exhibit 10.32 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020

(34) Incorporated by reference to Exhibit 10.33 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020

(35) Incorporated by reference to Exhibit 10.34 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020

(36) Incorporated by reference to Exhibit 10.35 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020

* Management contract, or compensatory plan or arrangement

1 unchanged sentence

Form 10-K Summary

SMCI | 2022 Form 10-K | 144

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUPER MICRO COMPUTER, INC.

August 27, 2021 /s/ C HARLES L IANG

August 29, 2022 /s/ Charles Liang

Charles Liang

1 unchanged sentence

(Principal Executive Officer)

SMCI | 2022 Form 10-K | 145

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles Liang and David Weigand, jointly and severally, his or her attorney-in-fact, each with the full power of substitution, for such person, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might do or could do in person hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.

Signature Title Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Charles Liang President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) August 29, 2022

3 unchanged sentences

/s/ Sara Liu Director August 29, 2022

/s/ DANIEL W.

FAIRFAX Director August 27, 2021

/s/ SARIA TSENG Director August 27, 2021

/s/ Daniel Fairfax Director August 29, 2022

DANIEL FAIRFAX

/s/ Judy Lin Director August 29, 2022

/s/ Sherman Tuan Director August 29, 2022

2 unchanged sentences

/s/ Tally Liu Director August 29, 2022

SMCI | 2022 Form 10-K | 146

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