What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2023-08-28 · 1098 added, 718 removed, 922 unchanged (66% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision, and with the participation, of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2023.

Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2023.

Attached as exhibits to this Form 10-K are certifications of our Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Exchange Act.

This “Controls and Procedures” section includes information concerning the internal controls and controls evaluation referred to in the certifications.

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the period covered by this report.

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2024 due to the material weaknesses in our internal control over financial reporting described below.

Notwithstanding the identified material weaknesses, management believes and has concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.

SMCI | 2024 Form 10-K | 121

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with U.S.

Management’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are appropriately recorded to permit preparation of financial statements in accordance with U.S.

GAAP and that our receipts and expenditures are made only in accordance with authorizations of management, acting under authority delegated to them by the Board, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Management, including our CEO and CFO, assessed our internal control over financial reporting as of June 30, 2023.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its Internal Control - Integrated Framework (2013) (the “COSO Framework”).

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of June 30, 2023, to provide reasonable assurance regarding the reliability of financial reporting and preparation of consolidated financial statements in accordance with U.S.

The effectiveness of our internal control over financial reporting as of June 30, 2023, 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.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined under Exchange Act Rules 13a-15(f) and 15d-15(f), to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements.

In evaluating the effectiveness of our internal control over financial reporting as of June 30, 2024, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on such evaluation, in connection with preparing the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, management identified certain material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The identified material weaknesses pertain to:

(i) information technology general controls for certain IT systems that support the Company's financial reporting process were not appropriately identified, designed or implemented;

(ii) controls to address segregation of duties conflicts were not properly designed and appropriately implemented;

(iii) controls and documentation thereof, over the review and approval of manual journal entries were not properly designed and appropriately implemented to prevent unauthorized access to post journal entries;

(iv) controls over the completeness and accuracy of information produced by the entity impacting multiple financial statement areas were not properly documented;

and (v) management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas including the timely identification and disclosure of new leasing arrangements and new related party transactions.

The above material weaknesses could have increased the risk of unauthorized access to certain information technology systems that support our financial reporting processes, manipulation of data that we use to produce our financial statements, and/or lack of complete and accurate information, which could lead to financial misstatements and affect our ability to report our information on a timely basis.

We have concluded that our internal control over financial reporting was not effective as of June 30, 2024 due to the existence of material weaknesses in such controls as described above.

As of the date hereof, we have not remediated any of those material weaknesses.

Inherent Limitations on Effectiveness of Controls

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our independent registered public accounting firm, BDO USA, P.C., has audited the Company's consolidated financial statements as of June 30, 2024, and for the fiscal year then ended, included in this Annual Report which is contained in Item 8, “Financial Statements and Supplementary Data” and also as part of its audit, has issued an attestation report on our internal control over financial reporting, which is contained below.

Remediation Plan and Status

Our management is committed to remediating the material weaknesses that we have identified and fostering continuous improvement in our internal controls.

We are evaluating the material weaknesses described above and designing plans to remediate these weaknesses and enhancing our internal control environment.

These plans include:

• hiring additional qualified technical accounting, financial reporting, and internal audit personnel with public company experience;

expanding other non-finance teams that are responsible for control execution in order to provide additional capacity and expertise, particularly as our revenue continues to increase;

• continuing to conduct more training sessions for our accounting and finance staff focused on sufficiently documenting our internal control over the completeness and accuracy of the information we use to support our financial reporting;

SMCI | 2024 Form 10-K | 122

• reviewing the organization of our IT group with the goal of ensuring the organization can fully support the internal control needs of our company;

• designing additional monitoring controls over manual journal entries, and actions of people with overlapping duties;

and monitoring controls over access and change management for the IT systems to which this material weakness relates;

• upgrading our IT systems to include features that will scale, automate and strengthen our internal controls.

We are committed to a strong internal control environment and to remediating these material weaknesses as soon as possible.

We will determine that our material weaknesses have been fully remediated only after we have (i) implemented and tested the necessary changes and (ii) observed the remediated controls operate for a sufficient period of time for us to determine that such controls are operating effectively.

We may also conclude that additional measures or costs are required to remediate the material weaknesses in our internal control over financial reporting.

We will monitor and report the effectiveness of our remediation plan and refine our remediation plan as appropriate.

Changes in 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, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the material weaknesses identified above, there was no change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

SMCI | 2024 Form 10-K | 123

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Super Micro Computer, Inc.

Stockholders and Board of Directors

Super Micro Computer, Inc.

San Jose, California

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Super Micro Computer, Inc.

and subsidiaries (the “Company”) as of June 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2023, of the Company and our report dated August 25, 2023, expressed an unqualified opinion on those financial statements.

We have audited Super Micro Computer, Inc.’s (the “Company’s”) internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of June 30, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as “the consolidated financial statements”) and our report dated February 25, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Material weaknesses were identified and described in management's assessment regarding the following:

(1) information technology general controls (“ITGCs”) for certain IT systems that support the Company's financial reporting process were not appropriately identified, designed or implemented;

(2) controls to address segregation of duties conflicts were not properly designed and appropriately implemented;

(3) controls and documentation thereof, over the review and approval of manual journal entries were not properly designed and appropriately implemented to prevent unauthorized access to post journal entries;

(4) controls over the completeness and accuracy of information produced by the entity impacting multiple financial statement areas were not properly documented;

and (5) management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas including the timely identification and disclosure of new leasing arrangements and new related party transactions.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements, and this report does not affect our report dated February 25, 2025 on those consolidated financial statements .

SMCI | 2024 Form 10-K | 124

Definition and Limitations of Internal Control over Financial Reporting

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

/s/ BDO USA, P.C.

San Jose, California

August 25, 2023

February 25, 2025

SMCI | 2024 Form 10-K | 125

Other Information

Disclosure Pursuant to Section 13(r) of the Exchange Act

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Exchange Act to add Section 13(r) thereof, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the relevant reporting period, it or any entity acting on its behalf knowingly engaged in certain activities, transactions or dealings relating to parties sanctioned pursuant to Executive Order 13382 or other specified authorities.

Such sanctions are administered by the Office of Foreign Assets Control (“OFAC”) within the U.S.

Department of the Treasury, even if those transactions are authorized by law.

On March 2, 2021, pursuant to Executive Order 13382, the Russian Federal Security Service (the “FSB”) was designated by the U.S.

government as a blocked party.

Notwithstanding such designation, OFAC has issued General License No.

1B, authorizing certain transactions involving the FSB, including all transactions ordinarily incident and necessary to requesting, receiving, utilizing, paying for, or dealing in licenses, permits, certifications, or notifications issued or registered by the FSB for the importation, distribution, or use of information technology products in the Russian Federation, subject to certain limitations.

Section 13(r) of the Exchange Act requires disclosure of dealings with FSB, even where the activities were conducted in compliance with applicable laws and regulations, and where such activities, transactions, or dealings did not have a material financial or other impact on the issuer.

As previously disclosed in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, we had previously, before the designation of the FSB in Executive Order 13382, authorized certain third parties to periodically file notifications with, or apply for import licenses and permits from, the FSB on our behalf in connection with the importation of our products into Russia, as permitted under OFAC authorizations.

During various periods during fiscal year 2023, third parties filed notifications with, applied for import licenses and permits from, and/or received the associated approvals from the FSB on our behalf.

However, no sales of any products actually occurred in the Russian Federation during fiscal year 2023, and accordingly, these filing activities did not result in any revenue or otherwise contribute to our net income during fiscal year 2023.

We believe we have terminated all these authorizations.

The Company and its subsidiaries do not sell products or provide services to the FSB.

The Company and its subsidiaries had last recorded revenue from Russia on February 23, 2022.

Submission of Matters to a Vote of Security Holders

At our Annual Meeting of Stockholders held on May 19, 2023, a non-binding, advisory vote was taken on the frequency of future advisory votes regarding the compensation of our named executive officers.

As previously reported in the Current Report on Form 8-K we filed with the SEC on May 23, 2023, among the options presented to stockholders (every one year, every two years, or every three years), the greatest number of votes were cast in favor of holding such an advisory vote every one year, which was also the frequency recommended to the stockholders by our Board of Directors.

In light of these results and consistent with the previous recommendation and determination of our Board of Directors, we intend to continue to hold a non-binding advisory vote on executive compensation every one year until the next required vote on the frequency of stockholder votes on executive compensation.

Rule 10b5-1 Trading Plans

Certain of the Company’s executive officers and directors have entered into trading plans pursuant to Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended.

The following table summarizes the adoption of trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended June 30, 2024:

Name and Title

Adoption Date

Aggregate Number of Shares of the Company’s Common Stock to be Sold

Charles Liang , executive officer and director

September 30, 2024

Daniel Fairfax , non-employee director

December 31, 2024

During the three months ended June 30, 2024, no pre-existing trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) were terminated or modified by the Company’s executive officers and directors, and no other written trading arrangements not intended to qualify for the Rule 10b5-1(c) affirmative defense were adopted, modified, or terminated by the Company’s executive officers and directors.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

SMCI | 2023 Form 10-K | 101

Directors, Executive Officers, and Corporate Governance

Executive Officers and Directors

The following table sets forth information regarding our current directors and executive officers and their ages as of July 31, 2023:

The following table sets forth information regarding our current directors and executive officers and their ages as of January 31, 2025:

Name Age Position(s)

Charles Liang 65 President, Chief Executive Officer and Chairman of the Board

Charles Liang 67

President, Chief Executive Officer and Chairman of the Board

David Weigand 66 Senior Vice President, Chief Financial Officer and Chief Compliance Officer

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George Kao 64 Senior Vice President of Operations

Sara Liu 61 Co-Founder, Senior Vice President and Director

Co-Founder, Senior Vice President and Director

Yih-Shyan (Wally) Liaw

70 Co-Founder, Senior Vice President of Business Development and Director

Daniel Fairfax (1)(3)(4)

Judy Lin (1)(2)(4)

Robert Blair 75 Director

Robert Blair (1)(2)(4)

Sherman Tuan (2)(3)(4)

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

Susan Mogensen (Susie Giordano) (4)(5)

Tally Liu (1)(3)(4)

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

(5) Appointed to the Board of Directors on August 15, 2024

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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, 2023)

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 | 2023 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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Liu should serve on the Board based on her skills, experience, her general expertise in business and operations and her long familiarity with our company’s business.

SMCI | 2024 Form 10-K | 127

Shyan (Wally) Liaw co-founded Super Micro in September 1993.

From our founding until January 2018, Mr.

Liaw was an employee and held various executive positions at our company, including Senior Vice President of Worldwide Sales and Corporate Secretary.

He was also a member of the Board from 1993 until January 2018.

In January 2018, Mr.

Liaw resigned from all his positions with our company, including from the Board, during a period when we were not current in our filings with the Securities and Exchange Commission, and, following completion of an Audit Committee investigation, in connection with a restructuring of our sales organization as part of our remediation of material weaknesses in our internal control over financial reporting.

From February 2018 until June 2020, Mr.

Liaw was retired.

From June 2020 until April 2021, Mr.

Liaw was the president of 2CRSi Corporation, a company headquartered in Strasbourg, France that develops, produces and sells high-performance customized, environmentally friendly servers.

Liaw returned to our company as a consultant in May 2021, advising us with respect to business development matters.

In August 2022, Mr.

Liaw returned to full-time employment with us as Senior Vice President, Business Development.

He was re-appointed to the Board in December 2023.

Liaw holds an M.S.

in Computer Engineering from University of Arizona, an M.S.

in Electrical Engineering from Tatung Institute of Technology in Taiwan, and a B.S.

degree from Taiwan Provincial College of Marine and Oceanic Technology.

Our Governance Committee concluded that Mr.

Liaw should serve on the Board based on his technical expertise and his long familiarity with our company’s business.

Non-Management Directors

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Our Governance Committee concluded that Mr.

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

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

Robert Blair has been a member of our Board since December 2022.

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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 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 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.

Chan holds B.S.E.E.

degrees from the University of Hawaii.

Our Governance Committee concluded that Mr.

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

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.

Susan Mogensen (Susie Giordano) has been a member of our Board since August 2024.

Giordano is the Chief Legal Officer of Lime, which position she has held since August 2024.

Giordano has over 25 years of experience advising executive management and board directors on a wide range of topics, including strategy, litigation, compliance, regulatory matters, corporate governance, ESG, executive compensation, financial reporting, crisis management, cybersecurity, human capital management, investor relations, M&A, securities, shareholder engagement, and treasury matters.

Previously, she worked at Intel for approximately 11 years where she served most recently as general counsel (interim).

At Intel, Ms.

Giordano also held roles as vice president and managing director of Intel Capital where she provided primary legal support to the president of Intel Capital, Intel’s global investment organization that makes equity investments and handles acquisitions, divestitures and other strategic transactions.

She had joined Intel Capital in 2011 as M&A counsel.

Before joining Intel, Ms.

Giordano spent three years as president and CEO at Deal Fusion, an M&A legal consulting firm, and five years at Sun Microsystems including as director of M&A and strategic investments.

Earlier in her career she was an attorney with law firms Gunderson Dettmer and Brobeck Phleger & Harrison.

Giordano also previously served as general counsel at Aeris IoT SaaS.

She has a juris doctorate from the University of San Francisco, School of Law and a Bachelor of Arts in political science from California Polytechnic State University, San Luis Obispo.

Tally Liu was appointed to our Board in January 2019.

He has been retired since 2015.

Prior to his retirement, Mr.

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Liu served as President of the International Newspapers Financial Executives (INFE) for one year before it merged with other media associations.

A Certified Public Accountant from 1982-2007, Mr.

A Certified Public Accountant from 1982 to 2007, Mr.

Liu is a member of the American Institute of Certified Public Accountants (AICPA) with retired status and was previously a member of the Florida Institute of Certified Public Accountants (FICPA).

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Composition of the Board

Our authorized number of directors is currently eight.

There are currently eight directors.

Our authorized number of directors is currently nine.

There are currently nine directors.

Our Amended and Restated Certificate of Incorporation provides for a classified Board of Directors divided into three classes.

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Class II Directors (2)

Robert Blair Sara Liu Judy Lin

Judy Lin Sara Liu Yih-Shyan (Wally) Liaw

Class III Directors (3)

Shiu Leung (Fred) Chan

Daniel Fairfax Robert Blair

Susan Mogensen (Susie Giordano)

(1) The term of Class I directors expires at the annual meeting of stockholders following fiscal year 2025.

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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 six of its current eight members, Daniel Fairfax, Judy Lin, Robert Blair, 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.

Based on these standards, our Board has determined that six of its current nine members, Daniel Fairfax, Judy Lin, Robert Blair, Sherman Tuan, Susan Mogensen (Susie Giordano) 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

Non-management directors meet in executive session without management present each time the Board holds its regularly scheduled meetings.

Non-management directors generally meet in executive session without management present when the Board holds its regularly scheduled meetings.

Communications with the Board of Directors

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Super Micro Computer, Inc.

c/o General Counsel

c/o Deputy General Counsel

980 Rock Avenue

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We encourage, but do not require, each Board member to attend our annual meeting of stockholders.

We held an annual meeting of stockholders on May 19, 2023, for our fiscal year 2022.

The Board held nine meetings during fiscal year 2023, four of which were regularly scheduled meetings and five of which were special meetings.

We held an annual meeting of stockholders on January 22, 2024, for our fiscal year 2023.

The Board held 14 meetings during fiscal year 2024, four of which were regularly scheduled meetings and 10 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 2024.

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Liang is the founder of our company with extensive experience in our industry.

We do not currently have a lead independent director.

In December 2023, Mr.

Tally Liu was appointed as lead independent director for a one-year term, which has since expired, and he was re-appointed in January 2025 for another one-year term, expiring in January 2026.

Board Role in the Oversight of Risk

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

In October 2022, each of the three standing committees conducted their periodic review of their charters, and, in April 2023, the Governance Committee conducted a further review of its charter and amended it in connection with such review.

In October 2023, each of the three standing committees conducted their periodic review of their charters.

A description of the charters is set forth below.

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Sherman Tuan (1)

Shiu Leung (Fred) Chan (1)

Daniel Fairfax Daniel Fairfax Sherman Tuan

Shiu Leung (Fred) Chan

Tally Liu Judy Lin

Daniel Fairfax Robert Blair

Daniel Fairfax

Tally Liu Sherman Tuan

(1) Committee Chairperson

Audit Committee

The Audit Committee has three members currently.

The Audit Committee met ten times in fiscal year 2023, four of which were regularly scheduled meetings and six of which were special meetings.

The Audit Committee has four members currently.

The Audit Committee met 18 times in fiscal year 2024, four of which were regularly scheduled meetings and 14 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 (including Rule 5605(c)(2)(A)) and the rules of the SEC (including Rule 10A-3 promulgated under the Exchange Act).

The Board has also determined that our Audit Committee has the required number of “audit committee financial experts” as defined in Item 407 of Regulation S-K promulgated by the SEC.

The Board has also determined that Messrs.

Liu, Blair, and Fairfax are “audit committee financial experts” as defined in Item 407 of Regulation S-K promulgated by the SEC.

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

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• Reviews and evaluates, at least annually, the adequacy of the Audit Committee charter and recommends any proposed changes to the Board for approval;

• Periodically performs an evaluation of the Audit Committee’s performance of its duties.

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

SMCI | 2024 Form 10-K | 132

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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 eleven times in fiscal year 2023, four of which were regularly scheduled meetings and seven of which were special meetings.

The Compensation Committee met 16 times in fiscal year 2024, four of which were regularly scheduled meetings and 12 of which were special meetings.

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

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• Administers the issuance of restricted stock grants, stock options and other equity awards to executive officers, directors and other eligible individuals under our equity compensation plans, provided that the Compensation Committee may delegate the approval of grants of options and other equity awards to participants other than certain individuals subject to Section 16 of the Exchange Act as provided in the applicable plan;

• Reviews and evaluates, at least annually, the performance of the Compensation Committee, including compliance of the Compensation Committee with its charter and the adequacy of the Compensation Committee charter.

• Reviews and evaluates, at least annually, the adequacy of the Compensation Committee charter and recommends any proposed changes to the Board for approval;

• Periodically performs an evaluation of the Compensation Committee’s performance of its duties.

In general, the Compensation Committee discharges the Board’s responsibilities regarding the determination of executive compensation, and reviews and makes recommendations to the full Board in the determination of non-employee director compensation.

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Governance Committee

The Governance Committee has three members currently.

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 six times in fiscal year 2023, four of which were regularly scheduled meetings and two of which were special meetings.

The Governance Committee met seven times in fiscal year 2024, 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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• Periodically reviews succession planning for executive officers;

• Periodically assesses, reports, and provides guidance to management and the full Board on our practices with respect to environmental, social and corporate governance issues, including monitoring climate-related issues, as well as review of any environmental sustainability performance report;

• Periodically assesses, reports, and provides guidance to management and the full Board on our practices with respect to environmental, social and corporate governance issues, including monitoring climate-related issues, and reviews environmental sustainability performance reports;

• Provides guidance and recommendations to the Board regarding legal compliance matters as appropriate relating to current environmental public policy trends;

• Periodically reviews the scope of responsibilities of the Governance Committee and the committee's performance of its duties.

• Reviews and evaluates, at least annually, the adequacy of the Governance Committee charter and recommends any proposed changes to the Board for approval;

• Periodically performs an evaluation of the Compensation Committee’s performance of its duties.

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.

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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, 2023, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements.

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 fiscal year 2024, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements.

SMCI | 2024 Form 10-K | 134

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Overview of Compensation

FY2024 Other NEO Compensation Mix

(Aggregate Compensation) (1)

(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 2023, and continuing for about the next three 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.

No equivalent chart is presented for CEO compensation because, for all of fiscal year 2024, and continuing for up to about the next five 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 (which vested in its entirety during fiscal year 2024) and the 2023 CEO Performance Award (which was issued during fiscal year 2024), all as further described below.

SMCI | 2024 Form 10-K | 135

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

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

Efforts in fiscal year 2021 were primarily focused on our CEO (Mr.

Charles Liang), but, in fiscal year 2022, the Compensation Committee expanded the linkage of compensation to corporate performance to certain other named executive officers.

During fiscal year 2023, the Compensation Committee continued to refine the link between compensation and corporate performance for these other two named executive officers.

While the Compensation Committee continued to use a similar balance 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”) and stock options) from fiscal year 2022 to fiscal year 2023, the Compensation Committee for fiscal year 2023 carefully re-evaluated the specified objective metrics (“key performance indicators” or “KPIs”) used under the performance-based portion of such programs, as well as the fixed bonus component of such programs.

These efforts culminated in the adoption of a new fiscal year 2023 compensation program for each of Messrs.

Weigand and Clegg in January 2023 (the “FY2023 Performance Program for Other Named Executive Officers”).

Under such programs, the Compensation Committee determined to use the same KPIs and fixed bonus component as fiscal year 2022 for Mr.

Weigand’s program, but determined to use an updated and different mix of KPIs and an adjusted fixed bonus component for Mr.

Clegg for fiscal year 2023 compared to his program for fiscal year 2022.

See “FY2023 Performance Program for Other Named Executive Officers” below for more specific information about the design and operation of the compensation program for Messrs.

Weigand and Clegg for fiscal year 2023.

Our executive compensation philosophy is to link a significant portion of NEO compensation to corporate performance using components such as PRSUs and stock options and reduce our reliance on fixed compensation such as Base Salary, fixed bonus component payable in semi-monthly installments in the form of cash and based upon a percentage of Base Salary (“Fixed Bonus”), and regularly refreshed stock grants with only time-based vesting.

During fiscal year 2024, such efforts (which began in the fiscal year ended June 30, 2021, or fiscal year 2021) continued.

For our CEO, as described further below, a new performance-based option was awarded in anticipation of the full vesting of his existing performance-based option, and such existing performance-based option did in fact fully vest during the course of fiscal year 2024.

With respect to our NEOs besides our CEO (the “Other NEOs”), our efforts also included placing an additional NEO, Mr.

George Kao, on a performance-based plan with defined performance metrics (“key performance indicators” or “KPIs”) similar to the plans which had been provided to each of Mr.

Weigand and Mr.

Clegg since fiscal year 2022.

As a result, for fiscal year 2024, all our Other NEOs (Mr.

Clegg, and Mr.

Kao) each had a performance program (the “FY2024 Performance Program for Other NEOs”) as described further below.

Our efforts to link pay to performance also included continuing to re-evaluate and refine the KPIs and their weightings utilized in the FY2024 Performance Program for Other NEOs from those utilized for the prior fiscal year in order to more closely align link compensation and corporate performance for each Other NEO under his program.

Each FY2024 Performance Program for Other NEOs was adopted by our Compensation Committee in January 2024.

See “FY2024 Performance Program for Other NEOs” below for more specific information about the design and operation of this incentive compensation program for each of Messrs.

Weigand, Clegg and Kao for fiscal year 2024.

With respect to our CEO, Mr.

Liang, fiscal year 2023 was the second year of evaluating and monitoring the results of performance-based compensation arrangements made with Mr.

Liang in fiscal year 2021.

In March 2021, we changed Mr.

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

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

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

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

Liang, fiscal year 2024 was the third year of evaluating and monitoring the results of performance-based compensation arrangements made with Mr.

Liang in fiscal year 2021 (the “2021 CEO Performance Award”).

Since the adoption of the FY2021 CEO Performance Award, Mr.

Liang’s compensation has been almost completely performance based.

In connection with the 2021 CEO Performance Award, Mr.

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

Similar to fiscal year 2022, Mr.

Liang’s compensation for fiscal year 2023 was based entirely upon the 2021 CEO Performance Award and related agreements.

During fiscal year 2022, one of the five tranches under the 2021 CEO Performance Award (representing 200,000 options granted under such award) was earned, and during fiscal year 2023 an additional three tranches under the 2021 CEO Performance Award (representing an additional 600,000 options granted under such award) were earned.

This is because, during fiscal year 2023, each of the second, third, and fourth revenue goals of $4.8 billion, $5.8 billion, and $6.8 billion, respectively, in annualized revenue were achieved and the second, third, and fourth stock price goals of $60.00, $75.00, and $95.00, respectively, were achieved.

In addition, during fiscal year 2023 and through the date of this report, the Compensation Committee also certified the achievement of the fifth and final stock price goal of $120.00.

As a result, as of the date of this report, only 200,000 of the original 1,000,000 options granted under the 2021 CEO Performance Award remain unearned, and the only remaining goal under the 2021 CEO Performance Award is the fifth revenue goal of $8.0 billion in annualized revenue.

Liang received a base salary of $1 during fiscal year 2023.

In summary, through all of fiscal year 2023 (and similar to the latter part of fiscal year 2021 and all of fiscal year 2022), almost all of Mr.

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

Unless all the goals under the 2021 CEO Performance Award are achieved and all such options awarded thereunder are fully earned prior to such time, Mr.

Liang’s compensation is expected to be similarly based upon awards he earns under the 2021 CEO Performance Award for about the next three years.

To fully achieve those goals, our revenue must continue to increase to $8 billion over a rolling four-quarter period (from $3.6 billion for the last full fiscal year before the award).

The 60-trading-day average stock price of our common stock has already reached the final goal of $120.00 per share (from $34.08 on the day the award was provided).

As a result, as of the date of this report, the 2021 CEO Performance Award has been earned and is exercisable at a per share price of $45 with respect to 800,000 shares.

As described further below, the 2021 CEO Performance Award permits Mr.

Liang to purchase 10,000,000 shares of our common stock at an exercise price of $4.50 per share (which price was 32% higher than the market price of our common stock on the date of the award ($3.41)), and is comprised of five tranches vesting only if the market price of our common stock reached various prices (ranging from $4.50 to $12.00 per share) and we achieved certain specified revenue goals.

At the beginning of fiscal year 2024, four of the five tranches under Mr.

Liang’s FY2021 CEO Performance Award (amounting to 8,000,000 of the 10,000,000 shares subject to the option) had already vested.

Only the final tranche of such award, consisting of the remaining 2,000,000 of the original 10,000,000 shares subject to the option under the 2021 CEO Performance Award, remained unearned.

Furthermore, one of the two performance goals necessary for the vesting of such final tranche (specifically, the stock price goal of $12.00 per share) had also already been achieved during fiscal year 2023.

The only remaining goal under the 2021 CEO Performance Award to be achieved at the commencement of fiscal year 2024 was the fifth and final revenue goal of $8.0 billion in annualized revenue.

During the course of fiscal year 2024, such fifth and final revenue goal of $8.0 billion in annualized revenue was achieved following the end of the second quarter of fiscal year 2024, resulting in the vesting of the remaining 2,000,000 shares subject to the option under the 2021 CEO Performance Award.

SMCI | 2024 Form 10-K | 136

Given the progression of achievement under the 2021 CEO Performance Award, and in order to continue to motivate and incentivize Mr.

Liang as our CEO, the Compensation Committee during the second quarter of fiscal year 2024 began consideration of another performance-based compensation arrangement for Mr.

After consideration, the Compensation Committee believed that, given the increase in stockholder value following the issuance of the 2021 CEO Performance Award, it was in the best interests of the Company and its stockholders to grant to Mr.

Liang a new long-term performance-based option award (the “2023 CEO Performance Award”) very similar in structure to the 2021 CEO Performance Award, but with different quantitative goals.

The 2023 CEO Performance Award permits Mr.

Liang to purchase up to 5,000,000 shares of our common stock at an exercise price of $45.00 per share (which price represented a premium of approximately 53% to the closing stock price reported on NASDAQ on the date of grant), and is comprised of five tranches that vest only if the market price of our common stock reaches various prices (ranging from $45.00 to $110.00 per share) and the Company achieves certain specified revenue goals (ranging from $13 billion to $21 billion in annualized revenue).

The 2023 CEO Performance Award was granted to Mr.

Liang in November 2023.

See “Discussion and Analysis of 2023 CEO Performance Award” for additional discussion with respect to the 2023 CEO Performance Award and the achievement of the various goals thereunder.

In connection with the 2023 CEO Performance Award, it was agreed that Mr.

Liang would continue to receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement) and no cash bonuses through the earlier of (1) the date all of the tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029.

Previously, such restriction period ran through just June 30, 2026.

Similar to the 2021 CEO Performance Award, Mr.

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

Liang and the Board may agree) at the time each goal is met in order for the corresponding tranche to vest.

This helps ensure Mr.

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

In summary, since the latter part of fiscal year 2021 and for each of fiscal years 2022, 2023 and 2024 almost all of Mr.

Liang’s compensation has been based only upon achieving the revenue goals and common stock price targets under his 2021 CEO Performance Award or his 2023 CEO Performance Award.

To fully achieve the performance goals of the 2023 CEO Performance Award, our revenue must continue to increase to $21 billion over a rolling four-quarter period (from $7.1 billion for fiscal year 2023, which was the last full fiscal year before the award).

Based upon the 60-trading-day average stock price of our common stock since the issuance of the 2023 CEO Performance Award, four of the five stock price goals under the 2023 CEO Performance Award (specifically, goals of $45, $60, $75, and $90 per share were achieved during fiscal year 2024), and only the stock price goal of $110 per share remains to be achieved.

As of the end of fiscal year 2024, none of the revenue goals under the 2023 CEO Performance Award had been certified by the Compensation Committee as having been achieved, so none of the tranches under the 2023 CEO Performance Award have been earned.

However, based upon revenues for the prior four quarters as of June 30, 2024 of $14.9 billion reflected in the financial statements attached to this Annual Report, the $13.0 billion revenue goals has been achieved.

The Company expects the Compensation Committee will certify the achievement of each of this revenue goal, and the vesting of the first tranche under the 2023 CEO Performance Award (representing 1,000,000 of the 5,000,000 shares subject to such option) will occur, shortly after the filing of this Annual Report.

Fiscal Year 2024 Business Performance Highlights

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• Revenue was $14,989.3 million, up 110.4%;

• Gross margin was 18.0%, an improvement from 15.4%;

• Gross margin was 13.8%, down from 18.0%;

• Net income was $1,152.7 million, an improvement of 80.1%;

• Diluted net income per common share was $11.43 million, up 114.8%;

• The sixty-trading-day average stock price of our shares exceeded $120.00, reaching $120.87 during the period from March 6, 2023 through May 30, 2023;

• During fiscal year 2023 and the period from July 1, 2022 to June 30, 2023, our stock price reached a high of $261.66 on June 9, 2023;

• We recorded a $36.6 million increase in inventory reserve charges between fiscal year 2022 and fiscal year 2023.

• Diluted net income per common share was $1.92, up 68.4%;

• During fiscal year 2024 and the period from July 1, 2023 to June 30, 2024, our stock price reached a high of $118.81 per share on March 13, 2024.

SMCI | 2024 Form 10-K | 137

Process Overview

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

At the end of fiscal year 2023, the Compensation Committee was comprised of three non-employee directors, although during the period from July 1, 2022 through October 25, 2022, the Compensation Committee was principally comprised of two non-employee directors.

All of the non-employee directors who served on the Compensation Committee during fiscal year 2023 were independent pursuant to the applicable listing rules of NASDAQ and Rule 16b-3 under the Exchange Act.

The agenda for meetings is determined by the Chair of the Compensation Committee with the assistance of our Chief Financial Officer and General Counsel.

Committee meetings are regularly attended by our Chief Financial Officer and our General Counsel.

However, during the meetings, neither our Chief Financial Officer nor our General Counsel participates in the consideration of 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.

At the end of fiscal year 2024, the Compensation Committee was comprised of two non-employee directors, although during the period from July 1, 2023 through March 11, 2024, the Compensation Committee was comprised of three non-employee directors until the resignation of Mr.

Shiu-Leung (Fred) Chan as a director on such date.

All of the directors who served on the Compensation Committee during fiscal year 2024 were independent pursuant to the applicable listing rules of NASDAQ and non-employee directors for purposes of Rule 16b-3 under the Exchange Act.

The agenda for meetings is determined by the Chair of the Compensation Committee with the assistance of our Chief Financial Officer and Deputy General Counsel.

Committee meetings are regularly attended by our Chief Financial Officer and our Deputy General Counsel.

However, during the meetings, our Chief Financial Officer does not participate in the consideration of his own performance or compensation, although he may provide an introduction of the topic to be considered to the Compensation Committee.

Because he is not a named executive officer, the Compensation Committee does not consider the performance or compensation of our Deputy General Counsel.

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

In addition, the Compensation Committee has the authority under its charter to hire, terminate and approve fees for advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.

As part of making an overall assessment of each named executive officer’s role and performance, and structuring our compensation programs for fiscal year 2023, the Compensation Committee (among other things) (1) reviewed recommendations of our Chief Executive Officer, (2) considered publicly available peer group compensation data, and (3) considered compensation data previously assembled for the Compensation Committee by Radford (an Aon Hewitt company ("Radford")) from a sample of public companies previously selected by us, with input on the selection of this sample from Radford.

The sample previously selected by us consisted of the following companies:

As part of making an overall assessment of each named executive officer’s role and performance, and structuring our compensation programs for fiscal year 2024, the Compensation Committee (among other things) (1) reviewed recommendations of our Chief Executive Officer, (2) considered publicly available peer group compensation data, and (3) considered compensation data assembled for the Compensation Committee by Aon from a sample of public companies selected by us, with input on the selection of this sample from Aon.

For fiscal year 2024, the peer group selected consisted of the following 18 companies (the “FY2024 Peer Group”):

Akamai Technologies

ON Semiconductor

Seagate Technology

Juniper Networks

Teledyne Technology

Keysight Technologies

Marvell Technology

Microchip Technology

Zebra Technologies

The prior peer group, which was developed for fiscal year 2022 (the “FY2022 Peer Group”), consisted of 16 companies.

Companies selected for each of the FY2024 Peer Group and the FY2022 Peer Group include five companies:

Ciena, F5, Juniper Networks, NetApp, and Pure Storage.

Companies added to the FY2024 Peer Group which were not in the FY2022 Peer Group include 13 companies:

Akamai Technologies, Gen Digital, Keysight Technologies, Marvell Technology, Microchip Technology, ON Semiconductor, Seagate Technology, Splunk, Teledyne Technology, Toast, Trimble, Twillion, and Zebra Technologies.

Companies which are not included in the FY2024 Peer Group but which were in the FY2022 Peer Group include 11 companies:

Benchmark Electronics, Inc., Diebold Nixdorf, Inc., Extreme Networks, Inc.

Infinera Corporation, Lumentum Holdings Inc., NETGEAR, Inc., Plexus Corp., Teradata Corporation, TTM Technologies, Inc., Viasat, Inc., and Vishay Intertechnology, Inc.

Factors utilized by the Compensation Committee in evaluating peer companies for the FY2024 Peer Group generally included consideration of their prior fiscal year number of employees (the “Employee Data”);

trailing 12 month revenue, year-over-year revenue growth, operating income, and net income (the “Financial Data”);

market data such as 30 day average stock price, 20 day average market capitalization, and market capitalization as a multiple of revenue (the “Market Data”);

and recent total shareholder return metrics on both a 1 year basis and 3 year compounded annual growth rate basis (the “TSR Data”).

The Compensation Committee believed that due to significant changes and growth of the Company between fiscal year 2022 and fiscal year 2024 in each of the relevant factors of Employee Data, Financial Data, Market Data, and TSR Data, a significant change in peer group composition between fiscal year 2022 and fiscal year 2024 (as well as an increase in the size of the peer group utilized) were necessary, appropriate, and warranted.

SMCI | 2024 Form 10-K | 138

Benchmark Electronics, Inc.

Ciena Corporation

NETGEAR, Inc.

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.

The Compensation Committee utilized for fiscal year 2023 the independent consultant report developed for fiscal year 2022 as it believed the report continued to be relevant.

The Compensation Committee utilized for fiscal year 2024 the independent consultant report developed in July 2023.

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

Before receiving 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.

Before receiving Aon’s information and assistance in fiscal year 2024, the Compensation Committee assessed the independence of Aon in the light of all relevant factors, including additional services and other factors required by the SEC, that could give rise to a potential conflict of interest with respect to Aon.

In connection with this review and assessment, and based on an independence letter provided by Aon in June 2023, the Compensation Committee noted that Aon had provided commercial risk insurance brokerage services to us for fiscal year 2022, for a fee of approximately $358,000.

Aon’s fees charged to us for director and executive compensation services to us for fiscal year 2024 were approximately $102,000.

The Compensation Committee considered such additionally provided services when evaluating Radford’s independence and potential conflicts of interest raised by Aon’s work and indicated it would take such services and fees under advisement in connection with its overall consideration of the advice provided by Radford with respect to executive officer compensation.

However, the Compensation Committee did not identify any conflicts of interest raised by the work performed by Radford for fiscal year 2024.

For fiscal year 2024, the decision to engage Aon for these other services was made by management, and the Compensation Committee did not approve such other services provided by Aon.

Key Fiscal Year 2024 Executive Compensation Decisions and Actions

Key fiscal year 2024 executive compensation decisions and actions included the following:

• As a part of its philosophy to link compensation to corporate performance, the Compensation Committee adopted the FY2023 Performance Program for Other Named Executive Officers in January 2023.

Similar to the program for these persons utilized during the prior fiscal year, in addition to base salary and fixed bonus components, the program continued to include a performance-based annual incentive award, most of which is payable in the form of service-based restricted stock units (“RSUs”) that generally vest over a period of four years.

• As a part of its philosophy to link compensation to corporate performance, the Compensation Committee adopted the FY2024 Performance Program for Other NEOs in January 2024, which program included each of the Company’s three Other NEOs (Mr.

David Weigand, Mr.

Don Clegg, and Mr.

The prior year’s FY2023 Performance Program for Other NEOs was comparable but had only included plans for two of the three Other NEOs (Mr.

David Weigand and Mr.

• Similar to the structure of such performance program for the participating Other NEOs utilized in the prior fiscal year, the FY2024 Performance Program for Other NEOs utilized Base Salary and Fixed Bonus components, as well as a performance-based annual incentive award, which is payable in the form of service-based restricted stock units (“RSUs”) that generally vest over a period of four years and cash.

The performance-based annual incentive award continues to have each of the following features:

* Formula-based;

◦ Primarily 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 and percentage increase in worldwide revenue from the prior fiscal year.

See “- FY2023 Performance Program for Other Named Executive Officers” below for more information.

• As a part of continued efforts to evolve the approach to named executive officer compensation and to further improve the linkage of compensation to corporate performance to other named executive officers, the Compensation Committee carefully re-evaluated the KPIs utilized under the performance-based portion of the FY2023 Performance Program for Other Named Executive Officers and the fixed bonus component of the FY2023 Performance Program for Other Named Executive Officers:

* Under such program, the Compensation Committee determined to utilize the same KPIs for fiscal year 2023 as were utilized in fiscal year 2022 for Mr.

These included a Stock Price Increase KPI and a Long-Term Investor Increase KPI, as well as a subjective Individual Performance Evaluation KPI determined by the CEO.

The Compensation Committee believed such KPIs continued to accurately reflect the most relevant factors to measure the CFO’s performance in a manner that aligns with stockholder value and stockholder interests.

The weightings given to such KPIs were also unchanged between the programs for fiscal year 2022 and fiscal year 2023.

See “- FY2023 Performance Program for Other Named Executive Officers – Performance Incentive Award” below for more information.

See “- FY2024 Performance Program for Other NEOs” below for more information.

• As a part of continued efforts to evolve the approach to NEO compensation and to further improve the linkage of compensation to corporate performance for the Other NEOs, the Compensation Committee carefully re-evaluated the KPIs utilized under the performance-based portion of the FY2024 Performance Program for Other NEOs and the fixed bonus component of the FY2024 Performance Program for Other NEOs:

◦ Under such program, the Compensation Committee determined, in addition to utilizing the same two KPIs for fiscal year 2024 as were utilized in fiscal year 2023 for Mr.

Weigand (a Stock Price Increase KPI and a Long-Term Investor Increase KPI), to add a third KPI for Mr.

Weigand (a Worldwide Revenue Growth KPI).

The Compensation Committee believed such updated KPIs reflected the most relevant factors to measure the CFO’s performance in a manner that aligns with stockholder value and stockholder interests.

The double weighting of 2x given to the two KPIs carried over from the prior fiscal year were unchanged between fiscal year 2023 and fiscal year 2024, and a single weighting of 1x was given to the third new Worldwide Revenue Growth KPI added for Mr.

Weigand for fiscal year 2024.

See “- FY2024 Performance Program for Other NEOs – Performance Incentive Award” below for more information.

SMCI | 2024 Form 10-K | 139

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Weigand at 30% of his Base Salary for fiscal year 2024.

See “- FY2023 Performance Program for Other Named Executive Officers – Fixed bonus component” below for more information.

* Under such program, the Compensation Committee determined to utilize an updated and different mix of KPIs for fiscal year 2023 for Mr.

Clegg’s program.

For fiscal year 2023, Mr.

Clegg’s KPIs continued to include a Worldwide Revenue KPI, as well as a subjective Individual Performance Evaluation KPI determined by the CEO (features similar to those used for fiscal year 2022).

However, for fiscal year 2023, Mr.

Clegg’s other KPIs included both a Growth in Top 3000 Customer KPI and a Slow Moving & Excess and Obsolete Inventory KPI (the “Inventory KPI”), which are new.

Previously, in fiscal year 2022, Mr.

Clegg’s other KPIs included both a Stock Price Increase KPI and a Worldwide Net Profit KPI, which the Compensation Committee determined not to utilize for fiscal year 2023, as the Compensation Committee believed the new KPIs more accurately reflected the appropriate objectives of a Senior Vice President of Worldwide Sales in a manner that aligns with stockholder value and stockholder interests.

In addition, the Compensation Committee also determined for fiscal year 2023 to adjust the weightings of the various KPIs selected for Mr.

Clegg to more finely tune the program.

For example, while the Worldwide Revenue KPI had been double weighted in Mr.

Clegg’s program for fiscal year 2022, for fiscal year 2023 this KPI was triple weighted.

See “- FY2023 Performance Program for Other Named Executive Officers – Performance Incentive Award” below for more information.

In addition, the Compensation Committee decided to adjust the fixed bonus component for Mr.

Clegg to 20% of his base salary for fiscal year 2023, compared to 25% of his base salary for the prior fiscal year 2022.

See “- FY2023 Performance Program for Other Named Executive Officers – Fixed bonus component” below for more information.

• Based on effective base salaries and the Compensation Committee’s review and certification of actual performance (as described further below) under the FY2023 Performance Program for Other Named Executive Officers for fiscal year 2023:

Weigand received a fixed bonus amount of $148,568 paid in semi-monthly installments during fiscal year 2023, earned a cash payment of $167,127 and earned an aggregate grant of $668,509 in RSUs that were granted on August 24, 2023 and August 25, 2023.

These RSUs generally vest in annual installments over four years;

Clegg received a fixed bonus amount of $88,888 paid in semi-monthly installments during fiscal year 2023, earned a cash payment of $157,923, and earned an aggregate grant of $157,923 in RSUs that were granted on August 24, 2023 and August 25, 2023.

These RSUs generally vest in annual installments over four years.

• Base salaries for the named executive officers other than the CEO were also adjusted during fiscal year 2023 as a part of a perceived critical need to enhance retention value for key personnel, and were based in part upon:

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

With the adjustments made during fiscal year 2023, based upon the previously prepared compensation study for fiscal year 2022 (prepared in July 2021), the base salaries for the named executive officers other than the CEO were generally at the 50 th percentile in the market according to such study;

* Consideration of the continued inflationary market conditions in fiscal year 2023.

See “- FY2024 Performance Program for Other NEOs – Fixed bonus component” below for more information.

◦ Under such program, the Compensation Committee determined to utilize, in addition to the same three KPIs for fiscal year 2024 as were utilized in fiscal year 2023 for Mr.

Clegg (a Worldwide Revenue Growth KPI, Top 3000 Customer Growth KPI and Slow Moving & Excess and Obsolete Inventory KPI (the “Inventory KPI”)), two additional new KPIs for Mr.

Clegg (a Top 300 Customer Growth KPI and Stock Price Increase KPI).

The Compensation Committee believed adding the new Top 300 Customer Growth KPI was an appropriate objective for a Senior Vice President of Worldwide Sales, since it focused him on additionally targeting larger customers, which is one of the Company’s key approaches to achieve rapid revenue growth, particularly with the emergence of new market opportunities (such as AI).

In addition, the Compensation Committee believed adding the Stock Price Increase KPI for Mr.

Clegg further aligned him with stockholder value and stockholder interests.

In addition, the Compensation Committee also determined for fiscal year 2024 to adjust the weightings of certain of the KPIs selected for Mr.

For example, while the Top 3000 Customer Growth KPI remained double weighted at 2x in Mr.

Clegg’s program for fiscal year 2024 (similar to fiscal year 2023), the weightings of the two other KPIs carried over from fiscal year 2023 were increased.

For the carry-over Worldwide Revenue Growth KPI, the weighting was increased from being triple weighted in fiscal year 2023 to being quadruple weighted in fiscal year 2024.

For the carry-over Inventory KPI, the weighting was also increased from being double weighted in fiscal year 2023 to being quadruple weighted in fiscal year 2024.

The increase in weightings was implemented to reflect the attention and focus the Compensation Committee wanted Mr.

Clegg to give to these objectives in fiscal year 2024.

Each of the new Top 300 Customer Growth KPI and Stock Price Increase KPI for Mr.

Clegg for fiscal year 2024 are single weighted at 1x.

See “- FY2024 Performance Program for Other NEOs – Performance Incentive Award” below for more information.

In addition, the Compensation Committee decided to leave unchanged the Fixed Bonus component for Mr.

Clegg at 20% of his Base Salary for fiscal year 2024.

See “- FY2024 Performance Program for Other NEOs – Fixed bonus component” below for more information.

• As indicated above, fiscal year 2024 was the first year that Mr.

George Kao, our Senior Vice President of Operations, was included in a performance program similar to the programs for the other two Other NEOs (Mr.

David Weigand and Mr.

Under such program for Mr.

Kao, the Compensation Committee determined to utilize two KPIs (a Worldwide Revenue Growth KPI and a Stock Price Increase KPI).

The Compensation Committee selected such KPIs given the prior practice of utilizing such KPIs in the programs of Other NEOs in prior years (since this was the first year Mr.

Kao was participating);

and the Compensation Committee intends to re-evaluate such KPIs in future years based upon an assessment of the linkage of such KPIs to Mr.

Kao’s role in contributing to the results of such KPIs.

Similarly, given this was the first year Mr.

Kao is participating in such a performance program, the Compensation Committee determined to single weight each of such KPIs at 1x for fiscal year 2024.

In addition, because fiscal year 2024 was the first year that Mr.

Kao was included in such a performance program, the Compensation Committee decided to provide grant discretion to the CEO to set a Fixed Bonus component for Mr.

Kao within a range of 16% to 35% of his Base Salary for fiscal year 2024.

In exercising his discretion, the CEO set Mr.

Kao’s Fixed Bonus component at the lower end of the range at 16% of his Base Salary for fiscal year 2024 and plans to re-evaluate such level in future years.

See “- FY2024 Performance Program for Other NEOs – Fixed bonus component” below for more information.

• The prior year’s performance program for Other NEOs utilized a subjective Individual Performance Evaluation KPI, which was evaluated by the CEO.

For the FY2024 Performance Program for Other NEOs, the Compensation Committee re-characterized the Individual Performance Evaluation KPI as a compensation adjustment factor (the “Compensation Adjustment Factor”).

While the Compensation Adjustment Factor is (similar to fiscal year 2023) subjective and evaluated by the CEO, the intention is for the CEO to not only consider subjective performance of each of the individual executives for this factor, but also for the CEO to have discretion to consider other external criteria in determining the applicable result, including circumstances compared to expectations, and make adjustments accordingly either up or down.

The Compensation Committee has noted that in recent fiscal years, the Company’s

SMCI | 2024 Form 10-K | 140

• Fiscal year 2023 was the second full fiscal year in which the CEO operated under the 2021 CEO Performance Award, and related agreements, which was granted in March 2021.

During the preceding fiscal year 2022, one of the five tranches under the 2021 CEO Performance Award (representing 200,000 options granted under such award) was earned.

During fiscal year 2023, the Compensation Committee closely monitored the Company’s performance and the CEO’s performance against not only the key metrics of the 2021 CEO Performance Award, but also the objectives of the 2021 CEO Performance Award, for alignment with stockholder value and stockholder interests.

performance has been highly volatile with respect to certain of the KPIs.

on June 30, 2023 (the last day of fiscal year 2023), our closing stock price was $24.93;

on January 21, 2024, which was the date the Compensation Committee approved the FY2024 Performance Program for Other NEOs, our closing stock price was $45.74;

during the course of fiscal year 2024, our closing stock price reached a high of $118.80 on March 28, 2024;

and our closing stock price on June 28, 2024 (the last business day of fiscal year 2024) was $81.94.

The Compensation Committee believed that, in light of such volatility, the CEO should have discretion (on behalf of the Compensation Committee) to select a lower (or higher) result for this factor to manage overall compensation for the Other NEOs, rather than having such factor based solely upon individual performance evaluations.

As a result, this factor has been re-characterized as a Compensation Adjustment Factor.

• Based on effective base salaries and the Compensation Committee’s review and certification of actual performance (as described further below) under the FY2024 Performance Program for Other NEOs for fiscal year 2024:

Weigand received a Fixed Bonus amount of $162,152 paid in semi-monthly installments during fiscal year 2024, and based on performance against fiscal year 2024 goals earned a cash payment of $110,060 and earned an aggregate grant of $440,239 in RSUs.

These RSUs, once granted, generally vest in annual installments over four years from July 1, 2024;

Clegg received a Fixed Bonus amount of $89,744 paid in semi-monthly installments during fiscal year 2024, and based on performance against fiscal year 2024 goals earned a cash payment of $277,510 and earned an aggregate grant of $277,510 in RSUs.

These RSUs, once granted, generally vest in annual installments over four years from July 1, 2024;

Kao received a Fixed Bonus amount of $49,398 paid in semi-monthly installments during fiscal year 2024, and based on performance against fiscal year 2024 goals earned a cash payment of $88,751 and earned an aggregate grant of $88,751 in RSUs.

These RSUs, once granted, generally vest in annual installments over four years from July 1, 2024.

• Base salaries for the Other NEOs were also adjusted during fiscal year 2024 as a part of a perceived critical need to enhance retention value for key personnel, and were based in part upon:

◦ Analyses provided in the compensation study for fiscal year 2024 which indicated that base salaries for each of Mr.

Weigand and Mr.

Clegg (prior to the increases) were significantly below the 25 th percentile in the market.

The compensation study, which was prepared in July 2023, did not include Mr.

With the adjustments made during fiscal year 2024, the base salaries for each of Mr.

Weigand and Mr.

Clegg were generally only slightly below or at the 25 th percentile in the market according to such study;

◦ Consideration of the continued inflationary market conditions in fiscal year 2024.

• Fiscal year 2024 was the third full fiscal year in which the CEO operated under the 2021 CEO Performance Award, and related agreements, which was granted in March 2021.

During the preceding fiscal years 2022 and 2023, four of the five tranches under the 2021 CEO Performance Award (representing 8,000,000 shares subject to the option) were earned.

During fiscal year 2024, the Compensation Committee continued to closely monitor the Company’s performance and the CEO’s performance against not only the key metrics of the 2021 CEO Performance Award, but also the objectives of the 2021 CEO Performance Award, for alignment with stockholder value and stockholder interests.

During fiscal year 2024, the CEO received a Base Salary of only $1, no short-term cash bonus awards, and no time-based or performance-based equity awards.

• During fiscal year 2023, an additional three tranches under the 2021 CEO Performance Award (representing 600,000 options granted under such award) were earned.

• During fiscal year 2024, the fifth and final tranche under the 2021 CEO Performance Award (representing the final 2,000,000 shares subject to the option) was earned.

More specifically:

* The Company’s annualized revenue exceeded $4.8 billion (representing the second revenue goal under the 2021 CEO Performance Award) for the four quarters ended June 30, 2022.

The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $60.00 (representing the second stock price goal under the 2021 CEO Performance Award) on October 11, 2022.

Based upon the matching of the relevant revenue goal with the corresponding stock price goal, the Compensation Committee certified the vesting of the second 200,000 shares subject to the 2021 CEO Performance Award on October 25, 2022;

* The Company’s annualized revenue exceeded $5.8 billion (representing the third revenue goal under the 2021 CEO Performance Award) for the four quarters ended September 30, 2022.

The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $75.00 (representing the third stock price goal under the 2021 CEO Performance Award) on December 23, 2022.

Based upon the matching of the relevant revenue goal with the corresponding stock price goal, the Compensation Committee certified the vesting of the third 200,000 shares subject to the 2021 CEO Performance Award on January 4, 2023;

* The Company’s annualized revenue exceeded $6.8 billion (representing the fourth revenue goal under the 2021 CEO Performance Award) for the four quarters ended June 30, 2023.

The achievement of the $6.8 billion annualized revenue milestone is expected to be certified by the Compensation Committee after the Annual Report on Form 10-K for the year ended June 30, 2023, is filed with the SEC.

The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $95.00 (representing the fourth stock price goal under the 2021 CEO Performance Award) on April 17, 2023.

Based upon the matching of the relevant revenue goal with the corresponding stock price goal, the Compensation Committee is expected to certify the vesting of the fourth 200,000 shares subject to the 2021 CEO Performance Award after the Annual Report on Form 10-K for the year ended June 30, 2023, is filed with the SEC, and concurrently with the certification of the achievement of the $6.8 billion annualized revenue milestone.

• The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $120.00 (representing the fifth and final stock price goal under the 2021 CEO Performance Award) on May 30, 2023.

The fifth and final annualized revenue goal of $8.0 billion under the 2021 CEO Performance Award remains to be achieved.

◦ The Company’s annualized revenue exceeded $8.0 billion (representing the fifth and final revenue goal under the 2021 CEO Performance Award) for the four quarters ended December 31, 2023.

The trailing 60-trading-

SMCI | 2024 Form 10-K | 141

day average of closing prices of the Company’s Common Stock had reached $12.00 (representing the fifth and final stock price goal under the 2021 CEO Performance Award) during the prior fiscal year on May 30, 2023.

Based upon the matching of the relevant revenue goal with the corresponding stock price goal, the Compensation Committee certified the vesting of the fifth and final 2,000,000 shares subject to the 2021 CEO Performance Award on February 12, 2024;

• Given the progression of achievement under the 2021 CEO Performance Award, and in order to continue to motivate and incentivize Mr.

Liang as our CEO, the Compensation Committee during the second quarter of fiscal year 2024 began consideration of another performance-based compensation arrangement for Mr.

Liang a new long-term performance-based option award, which was the 2023 CEO Performance Award.

The 2023 CEO Performance award is very similar in structure to the 2021 CEO Performance Award, but with new and even more challenging revenue and stock price goals.

The 2023 CEO Performance Award was granted to Mr.

Liang in November 2023.

See “Discussion and Analysis of 2023 CEO Performance Award” for additional discussion with respect to the 2023 CEO Performance Award and the various goals thereunder.

In connection with the 2023 CEO Performance Award, it was agreed that Mr.

Liang would continue to receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement if deemed advisable) and no cash bonuses through the earlier of (1) the date all of the tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029.

Previously, such restriction period ran through just June 30, 2026.

Similar to the 2021 CEO Performance Award, Mr.

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

Liang and the Board may agree) at the time each goal is met in order for the corresponding tranche to vest.

This helps ensure Mr.

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

• During the course of fiscal year 2024, as discussed further below, four of the five stock price goals under the 2023 CEO Performance Award were achieved.

However, based upon revenues for the prior four quarters as of June 30, 2024 of $14,989.3 million reflected in the financial statements attached to this Annual Report, the $13.0 billion revenue goal had been achieved.

The Company believes the Compensation Committee will certify the achievement of the first revenue goal, and the vesting of the first tranche under the 2023 CEO Performance Award (representing 1,000,000 of the 5,000,000 shares subject to such option) will occur shortly after the filing of this Annual Report.

The Compensation Committee will continue to closely monitor the Company’s performance and the CEO’s performance against both the key metrics and objectives of the 2023 CEO Performance Award.

As of the date of this report, the 2021 CEO Performance Award has been earned and is exercisable at a per share price of $45 with respect to 800,000 shares.

◦ The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $45.00 (representing the first stock price goal under the 2023 CEO Performance Award) based upon the stock price from November 29, 2023 through February 26, 2024.

The Compensation Committee certified such achievement on March 2, 2024;

◦ The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $60.00 (representing the second stock price goal under the 2023 CEO Performance Award) based upon the stock price from December 15, 2023 through March 13, 2024.

The Compensation Committee certified such achievement on April 1, 2024;

◦ The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $75.00 (representing the third stock price goal under the 2023 CEO Performance Award) based upon the stock price from January 4, 2024 through April 1, 2024.

The Compensation Committee certified such achievement on April 1, 2024;

◦ The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $90.00 (representing the fourth stock price goal under the 2023 CEO Performance Award) based upon the stock price from January 31, 2024 through April 25, 2024.

The Compensation Committee certified such achievement on May 5, 2024.

SMCI | 2024 Form 10-K | 142

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

Feedback received from stockholders has previously 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 2023, the Compensation Committee continued to take such prior feedback into consideration when it developed, designed, and implemented the FY2023 Performance Program for Other Named Executive Officers, and particularly the re-evaluation of the KPIs utilized under the performance-based portion of such program.

Our last annual meeting of stockholders was held on May 19, 2023 (the “Fiscal Year 2022 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.

Feedback received from stockholders has previously included both a desire that a more significant portion of executive compensation be tied to performance based upon the achievement of pre-established goals, as well as a favorable view of the design and structure of the 2021 CEO Performance Award intended to increase stockholder value and align with the interests of stockholders.

For fiscal year 2024, the Compensation Committee continued to take such prior feedback into consideration when it developed, designed, and implemented each of the FY2024 Performance Program for Other NEOs (including the expansion of such program to all Other NEOs) and the 2023 CEO Performance Award.

Our last annual meeting of stockholders was held on January 22, 2024 (the “Fiscal Year 2023 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 97% 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 2022 Annual Meeting was held during the latter part of fiscal year 2023 when significant decisions affecting compensation matters for fiscal year 2023 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.

Although 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 2023, 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, equity incentives, and the KPIs utilized under the performance-based portion of such program).

The Compensation Committee believes the participation of such named executive officers in the process which culminated in the adoption in fiscal year 2023 of the FY2023 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 2023, our Chief Financial Officer provided the Compensation Committee with information about the Company’s performance against the objective metrics set forth in the FY2023 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 FY2023 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.

In particular, in fiscal year 2024, 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 Other NEOs, and the design of such program (including components thereof such as Base Salary, short-term cash incentives, equity incentives, and the KPIs utilized under the performance-based portion of such program).

The Compensation Committee believes the participation of such NEOs in the process which culminated in the adoption in fiscal year 2024 of the FY2024 Performance Program for Other NEOs, and the willingness of such Other NEOs to participate in the program, is evidence of the commitment of the Other NEOs to our Company and their confidence in our future.

In February 2025, our Chief Financial Officer provided the Compensation Committee with information about the Company’s performance against the objective metrics set forth in the FY2024 Performance Program for Other NEOs and the Chief Executive Officer provided the Compensation Committee with his subjective Compensation Adjustment Factor evaluation for the Other NEOs, which is part of the FY2024 Performance Program for Other NEOs.

This evaluation provided by the CEO included his views as to the impact of individual Other NEOs on strategic initiatives and organizational goals, as well as their functional expertise and leadership, while also factoring in extrinsic considerations (such as share price volatility during the fiscal year).

The CEO 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 NEOs rests with the Compensation Committee and the Board.

Fiscal Year 2024 CEO Compensation

Overview of Fiscal Year 2023 CEO Compensation

Fiscal year 2023 was the second full fiscal year in which the CEO operated under the 2021 CEO Performance Award, and related agreements.

Fiscal year 2024 was the third full fiscal year in which the CEO’s compensation was governed by the 2021 CEO Performance Award and related agreements.

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

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.

Liang and the Board may agree) at the time each goal is met in order for the corresponding tranche to vest.

This helps ensure Mr.

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

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

Liang and the Board may agree) at the time each goal was met in order for the corresponding tranche to vest.

This helped ensure Mr.

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

1 unchanged sentence

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”).

As of July 31, 2023, four of the five Revenue Goals have been achieved and all of the Stock Price Goals have been achieved.

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, 2023:

On March 2, 2021, the Compensation Committee granted to our CEO, Mr.

Liang, the 2021 CEO Performance Award, which was a long-term performance-based option award to purchase up to 10,000,000 shares of the Company’s common stock that vested in five equal tranches.

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

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

As of June 30, 2024, all five of the Revenue Goals and Stock Price Goals have been achieved, and the 2021 CEO Performance Award has fully vested.

The following table sets forth the Revenue Goals, which have all been achieved as of June 30, 2024:

Revenue Goals (1)

5 unchanged sentences

$6.8 billion 104% Achieved (6)

$8.0 billion 140% Not yet achieved

$8.0 billion 140% Achieved (7)

(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) Achieved prior to fiscal year 2024.

Revenue reported in the Company’s Form 10-K for the fiscal year ended June 30, 2020 was $3.34 billion.

(3) Achieved prior to fiscal year 2024.

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

(4) Achieved prior to fiscal year 2024.

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

(5) Achieved prior to fiscal year 2024.

Revenue reported for the four quarters ended September 30, 2022 was $6.02 billion.

(6) Achieved at the end of fiscal year 2023 and certified during fiscal year 2024.

Revenue reported for the four quarters ended June 30, 2023 was $7.1 billion.

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, 2023:

(7) Achieved during fiscal year 2024.

Revenue reported for the four quarters ended December 31, 2023 was $9.3 billion.

The following table sets forth the Stock Price Goals, which have all been achieved as of June 30, 2024:

Stock Price Goals (1)

9 unchanged sentences

For each Stock Price Goal to be met, the sixty-trading day average stock price must equal or exceed the Stock Price Goal.

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

(2) Utilizes closing stock price of $3.41 per share on March 2, 2021.

(3) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from March 15, 2022 through June 8, 2022 was $4.51.

(4) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from July 19, 2022 through October 11, 2022 was $6.02.

(5) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from September 30, 2022 through December 23, 2022 was $7.54.

(6) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from January 20, 2023 through April 17, 2023 was $9.51.

(7) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from March 6, 2023 through May 30, 2023 was $12.09.

SMCI | 2024 Form 10-K | 144

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

A Revenue Goal and a Stock Price Goal that are matched together can be achieved at different points in time and vesting will occur at the later of the achievement certification dates for such Revenue Goal and Stock Price Goal.

Discussion and Analysis of 2023 CEO Performance Award

As indicated above, given the progression of achievement under the 2021 CEO Performance Award, and in order to continue to motivate and incentivize Mr.

Liang as our CEO, the Compensation Committee during the second quarter of fiscal year 2024 began consideration of another performance-based compensation arrangement for Mr.

This culminated in the grant of the 2023 CEO Performance Award in November 2023.

The 2023 CEO Performance Award granted to Mr.

Liang is a long-term performance-based option award to purchase up to 5,000,000 shares of the Company’s common stock, which award may vest in five equal tranches.

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

New Revenue Goals must be achieved by December 31, 2028 (the “New Revenue Performance Period) and New Stock Price Goals must be achieved by March 31, 2029 (the “New Stock Price Performance Period”).

The 2023 CEO Performance Award was granted with an exercise price equal to $45.00 (the “New Exercise Price”), representing a premium of approximately 53% to the closing stock price reported on NASDAQ on the date of grant.

The 2023 CEO Performance Award will generally expire on November 14, 2033 and includes, among other terms and conditions, a restriction on the sale of any shares issued upon exercise of the 2023 CEO Performance Award until November 14, 2026.

In an effort to continue to further incentivize Mr.

Liang’s long-term performance, the Compensation Committee designed the 2023 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 sought to ensure that the 2023 CEO Performance Award would further align Mr.

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

In the course of considering the 2023 CEO Performance Award, the Compensation Committee determined to modify the period that Mr.

Liang would continue to receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement, if deemed advisable) and no cash bonuses through the earlier of (1) the date all of the tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029.

Similar to the 2021 CEO Performance Award, Mr.

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

Liang and the Board may agree) at the time each goal is met in order for the corresponding tranche to vest.

This helps ensure Mr.

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

The following table sets forth the New Revenue Goals which must be achieved under the 2023 CEO Performance Award by the end of the New Revenue Performance Period of December 31, 2028, as well as their achievement status as of the date of this Annual Report:

SMCI | 2024 Form 10-K | 145

New Revenue Goals (1)

Absolute Change From Revenue Reported for the Fiscal Year Ended Prior to the Grant of the 2023 CEO Performance Award (June 30, 2023) (2)(3)

Achievement Status

$13.0 billion

$15.0 billion

Not yet achieved

$17.0 billion

Not yet achieved

$19.0 billion

Not yet achieved

$21.0 billion

Not yet achieved

(2) Revenue reported in the Company’s Form 10-K for fiscal year 2023 was $7.12 billion.

(3) Rounded to the nearest whole percentage.

(4) Revenue reported in this Annual Report is approximately $14.99 billion.

As of the date of this Annual Report, the Compensation Committee has not yet certified the achievement of the $13.0 billion revenue goal.

The following table sets forth the New Stock Price Goals which must be achieved under the 2023 CEO Performance Award by the end of the New Stock Price Performance Period of March 31, 2029, as well as their achievement status as of the date of this Annual Report:

New Stock Price Goals (1)

Absolute Change in Stock Price from Grant Date Stock Price (2)(3)

Absolute Change in Stock Price From $45.00 Exercise Price (3)

Achievement Status

Not yet achieved

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

For each New Stock Price Goal to be met, the trailing sixty trading day average stock price must equal or exceed the New Stock Price Goal.

(2) Utilizes closing stock price of $29.39 on November 14, 2023.

(3) Rounded to the nearest whole percentage.

(4) The sixty-trading day average stock price from November 29, 2023 through February 26, 2024 was $45.70.

(5) The sixty-trading day average stock price from December 15, 2023 through March 13, 2024 was $61.07.

(6) The sixty-trading day average stock price from January 4, 2024 through April 1, 2024 was $75.28.

(7) The sixty-trading day average stock price from January 31, 2024 through April 25, 2024 was $90.31.

SMCI | 2024 Form 10-K | 146

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

A New Revenue Goal and a New Stock Price Goal that are matched together can be achieved at different points in time and vesting will occur at the later of the achievement certification dates for such New Revenue Goal and New Stock Price Goal.

Subject to any applicable clawback provisions, policies or other forfeiture terms described in the 2023 CEO Performance Award, once a goal is achieved, it is forever deemed achieved for determining the vesting of a tranche.

There is no automatic acceleration of vesting of the 2021 CEO Performance Award upon a future “change in control,” but any tranches that are unvested as of the date of the change in control will vest upon the change in control if the Stock Price Goal related to that tranche is achieved (the Revenue Goals will be disregarded).

For purposes of determining whether any Stock Price Goal has been achieved, the stock price shall equal the greater of (1) the most recent closing price per share immediately prior to the effective time of such change in control, or (2) the per share common stock price (plus the per share of common stock value of any other consideration) received by our stockholders in the change in control.

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

For these purposes, we note that all Stock Price Goals have now been achieved.

As stated above, during fiscal year 2023, the Compensation Committee closely monitored the Company’s performance and the CEO’s performance against not only the key metrics of the 2021 CEO Performance Award, but also the objectives of the 2021 CEO Performance Award, for alignment with stockholder value and stockholder interests.

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

As of the date of this report, the 2021 CEO Performance Award has been earned and is exercisable at a per share price of $45 with respect to 800,000 shares.

FY2023 Performance Program for Other Named Executive Officers

On January 24, 2023, after consultations with Mr.

Liang, and consideration of such other factors as the Compensation Committee considered appropriate (including input previously received from the Compensation Committee’s compensation consultant and an executive compensation study from prior years), the Compensation Committee approved an executive compensation program for fiscal year 2023 for two of the Company’s NEOs, Mr.

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

Clegg (the “SVP Sales Compensation Program”).

There is no full acceleration of vesting of the 2023 CEO Performance Award as a result of a “change in control.” However, in connection with a change in control, whether any unvested tranches vest will depend solely on the Company’s attainment of the New Stock Price Goals (the New Revenue Goals will be disregarded).

In addition, for purposes of determining whether the New Stock Price Goal has been achieved, the stock price shall equal the greater of (1) the most recent closing price per share immediately prior to the effective time of such change in control or (2) the per share common stock price (plus the per share of common stock value of any other consideration) received by the stockholders in the change in control.

As of the date of this Annual Report, none of the options granted under the 2023 CEO Performance Award has been earned, but, as stated above, the Company expects the Compensation Committee will certify the achievement of the first revenue goal, and the vesting of the first tranche under the 2023 CEO Performance Award (representing 1,000,000 of the 5,000,000 shares subject to such option) will occur shortly after the filing of this Annual Report.

The Compensation Committee will continue to closely monitor the Company’s performance and the CEO’s performance against both the key metrics and objectives of the 2023 CEO Performance Award.

FY2024 Performance Program for Other NEOs

On January 23, 2024, after consultations with our CEO and consideration of such other factors as the Compensation Committee considered appropriate (including input received from the Compensation Committee’s compensation consultant and an executive compensation study described above), the Compensation Committee approved an executive compensation program for fiscal year 2024 for the Company’s three Other NEOs -- Mr.

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

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

Kao (the “SVP Operations Compensation Program”).

The Compensation Committee believes the FY2024 Performance Program for Other NEOs furthers the Company’s executive compensation philosophy to link compensation to corporate and individual performance.

The principal compensation elements of the FY2024 Performance Program for Other NEOs are:

• Base Salary;

• Fixed Bonus;

• 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 PRSUs and, for each of Mr.

Clegg and Mr.

Kao, is payable 50% in the form of Performance Cash and 50% in the form of PRSUs.

PRSUs earned, once granted, will generally vest in equal annual installments over a period of approximately four years.

SMCI | 2024 Form 10-K | 147

The Compensation Committee believes the FY2023 Performance Program for Other Named Executive Officers furthers the Company’s executive compensation philosophy to link compensation to corporate and individual performance.

The principal compensation elements of the FY2023 Performance Program for Other Named Executive Officers are:

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

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

• 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 2022 and 2023:

Name Principal Position During Fiscal Year 2023 End of Fiscal Year 2022 Base Salary Rate (1)(2)

The following table sets forth Base Salaries for each of Mr.

Clegg and Mr.

Kao at the end of each of fiscal year 2023 and 2024:

Name Principal Position During Fiscal Year 2024

End of Fiscal Year 2023 Base Salary Rate (1)(2)

End of Fiscal Year 2024

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Don Clegg Senior Vice President, Worldwide Sales $ 435,652 $ 453,078 4.0 %

(1) The base salary amounts actually paid to each named executive officer for fiscal year 2022 and 2023 are disclosed in the Summary Compensation Table.

(2) 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.

(3) For fiscal year 2023, salary amounts disclosed in the Summary Compensation Table for each named executive officer differ from the amounts disclosed in the table above because of the timing of adjustments made to Base Salary during fiscal year 2023, which were:

Weigand, increase to $520,969 effective October 1, 2022;

Clegg, increase to $435,652 effective October 1, 2022.

In addition, salary amounts disclosed in the Summary Compensation Table for such named executive officers also include amounts for paid out vacation and sick days.

Adjustments to Base Salaries for Mr.

Senior Vice President, Operations

$ 395,816 $ 411,649 4.0 %

(1) The Base Salary amounts actually paid to each NEO for fiscal year 2023 and 2024 are disclosed in the Summary Compensation Table.

(2) For each of fiscal years 2023 and 2024, salary amounts disclosed in the Summary Compensation Table for each NEO differ from the amounts disclosed in the table above because of the timing of adjustments made to Base Salary.

For each of such fiscal years 2023 and 2024, such adjustments were effective October 1 of such fiscal year for each of Mr.

Weigand and Mr.

Clegg were made during fiscal year 2023 after the Compensation Committee considered recommendations from the CEO.

Kao, his adjustment for fiscal year 2023 was effective on January 1, 2023 and for fiscal year 2024 was effective on October 1, 2024.

In addition, salary amounts disclosed in the Summary Compensation Table for such NEOs also include amounts for paid out vacation and sick days.

Adjustments to Base Salaries for each of Mr.

Clegg, and Mr.

Kao were made during fiscal year 2024 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 prior compensation study for fiscal year 2022 which indicated that even after multiple adjustments to base salaries for such executive officers made during the prior fiscal year 2022 (which were discussed in the prior year’s Compensation Discussion & Analysis), the base salaries for such executive officers were still generally below the 50 th percentile in the market.

With the adjustments made during fiscal year 2023, based upon the previously prepared compensation study for fiscal year 2022, the base salaries for Mr.

• Analyses provided in the compensation study for fiscal year 2024 which indicated that even after adjustments to base salaries for Mr.

Weigand and Mr.

Clegg were generally at the 50 th percentile in the market according to such study;

• Consideration of continuing inflationary market conditions in fiscal year 2023.

In addition, while not participating in the FY2023 Performance Program for Other Named Executive Officers, Mr.

George Kao, another named executive officer, also received an adjustment to his base salary rate during fiscal year 2023 based upon the same factors the Compensation Committee considered for each of Mr.

Clegg made during the prior fiscal year 2023, the base salaries for such executive officers were still generally below the 25 th percentile in the market.

The compensation study, which was prepared in July 2023 by Aon, did not include Mr.

Kao (the “FY2024 Compensation Study”).

With the adjustments made during fiscal year 2024, based upon the fiscal year 2024 compensation study, the base salaries for Mr.

Weigand and Mr.

During fiscal year 2023, Mr.

Kao’s base salary rate increased from $373,411 to $395,816 effective January 1, 2023, an aggregate increase of 6.0% during fiscal year 2023.

SMCI | 2023 Form 10-K | 120

Clegg were generally only slightly below or at the 25 th percentile in the market according to such study;

• Consideration of continuing inflationary market conditions in fiscal year 2024.

Fixed Bonus Component

Under the FY2023 Performance Program for Other Named Executive Officers, Mr.

Under the FY2024 Performance Program for Other NEOs, each of Mr.

Clegg and Mr.

Kao is entitled to receive a Fixed Bonus component payable in semi-monthly installments in the form of cash, which is based upon a percentage of Base Salary.

The Compensation Committee included the Fixed Bonus as a part of the FY2024 Performance Program for Other NEOs for their continued achievements and contributions to the Company, and in recognition that the base salaries of each of Mr.

Weigand and Mr.

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

The Compensation Committee included the Fixed Bonus as a part of the FY2023 Performance Program for Other Named Executive Officers for their continued achievements and contributions to the Company.

Clegg are generally slightly below or at the 25 th percentile in the market according to the FY2024 Compensation Study.

The Compensation Study did not include Mr.

The Fixed Bonus percentage of Base Salary for fiscal year 2023 was 30% for Mr.

While the Fixed Bonus percentage of Base Salary remain unchanged between fiscal year 2022 and fiscal year 2023 for Mr.

Clegg’s Fixed Bonus percentage of Base Salary was adjusted between fiscal year 2022 and fiscal year 2023.

Clegg’s Fixed Bonus percentage was 25% from July 1, 2022 to September 30, 2022 (“Mr.

Clegg’s Prior Fixed Bonus Percentage”) and 20% from October 1, 2022 to June 30, 2023 (Mr.

Clegg’s New Fixed Bonus Percentage”).

The Compensation Committee believed such adjustment with a smaller amount of Mr.

Clegg’s compensation being fixed was appropriate given his role, when also coupled with the increased weighting adjustment given to Mr.

Clegg’s worldwide revenue KPI under the Performance Incentive Award component of his award.

See “- Performance Incentive Award” below.

The Compensation Committee decided to retain the Fixed Bonus component for the FY2023 Performance Program for Other Named Executive Officers because the Committee believed the aggregate total cash compensation for these two officers, based on their base salaries effective on October 1, 2022, amount of cash earned under the Fixed Bonus percentages, and the amount of cash which the Committee believed would likely be earned under the cash portion of the Performance Incentive Award (see “- Performance Incentive Award” below), was likely to still be less than the market 50 th percentile for comparable positions based upon the prior compensation study for fiscal year 2022.

Weigand and 20% for Mr.

Clegg, which percentages remained unchanged between fiscal year 2023 and fiscal year 2024 for such NEOs.

As discussed above, given that fiscal year 2024 was the first year that Mr.

Kao was included in such a performance program, the Compensation Committee decided to provide discretion to the CEO to set a Fixed Bonus component for Mr.

Kao within a range of 16% to 35% of his Base Salary for fiscal year 2024.

In exercising his discretion, the CEO set Mr.

Kao’s Fixed Bonus component at the lower end of the range at 16% of his Base Salary for fiscal year 2024 to align such amount more closely to the bonus amount Mr.

Kao received in the prior fiscal year when he did not have a performance program, and plans to re-evaluate such level in future years.

The Compensation Committee decided to retain the Fixed Bonus component for the FY2024 Performance Program for Other NEOs because the Committee believed the aggregate total cash compensation for Mr.

Weigand and Mr.

Clegg, which equals the sum of (i) their base salaries effective on October 1, 2023, (ii) the amount of cash earned under the Fixed Bonus percentages, and (iii) the amount of cash the Committee believed would likely be earned under the cash portion of the Performance Incentive Award (see “- Performance Incentive Award” below), was likely to still be less than the market 50 th

SMCI | 2024 Form 10-K | 148

percentile for comparable positions based upon the FY2024 Compensation Study.

The FY2024 Compensation Study did not include Mr.

Kao, but the Committee chose to provide Mr.

Kao with a Fixed Bonus component to equate his compensation elements with those of Mr.

Weigand and Mr.

The following table sets forth the total amount of Fixed Bonus received by such persons for fiscal year 2024:

Name Principal Position During Fiscal Year 2023 Fiscal Year 2023 Fixed Bonus Received

Name Principal Position During Fiscal Year 2024

Fiscal Year 2024 Fixed Bonus Received

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

Don Clegg Senior Vice President, Worldwide Sales $89,744 (2)

Senior Vice President, Operations

Weigand, the Fixed Bonus paid from July 1, 2023 to September 30, 2023 was determined based upon a Base Salary of $520,969 at the beginning of fiscal year 2023.

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Weigand’s increase in Base Salary to $547,017.

Clegg, the Fixed Bonus paid from July 1, 2022 to September 30, 2022 was determined based upon a base salary of $376,640 at the beginning of fiscal year 2022 and Mr.

Clegg’s Prior Fixed Bonus Percentage.

Clegg, the Fixed Bonus paid from July 1, 2023 to September 30, 2023 was determined based upon a Base Salary of $435,652 at the beginning of fiscal year 2023.

The Fixed Bonus paid from October 1, 2023 to June 30, 2024 was determined based upon Mr.

Clegg’s increase in base salary to $435,652 and Mr.

Clegg’s New Fixed Bonus Percentage.

George Kao, another named executive officer, does not participate in the FY2023 Performance Program for Other Named Executive Officers, but during fiscal year 2023 was eligible for the Company’s regular semi-annual bonus payouts available to employees pursuant to which he received $14,362.

Such bonus payouts are discretionary on the part of the Company, but (when made based upon Company performance) are available to a broad base of Company employees with amounts subject to CEO discretion and approval.

Kao’s discretionary bonus payout was equal to less than 4% of his base salary at the end of fiscal year 2023.

SMCI | 2023 Form 10-K | 121

Clegg’s increase in Base Salary to $453,078.

Kao, the Fixed Bonus paid from October 1, 2023 to June 30, 2024 was determined based upon Mr.

Kao’s increase in Base Salary to $411,648.

Performance Incentive Award

Description of Performance Incentive Award.

Under the Performance Incentive Award portion of the FY2023 Performance Program for Other Named Executive Officers, participants have the ability to earn Performance Incentive Awards based upon the achievement of certain specified KPIs and the CEO’s subjective evaluation of each participant’s performance during the fiscal year.

Under the Performance Incentive Award portion of the FY2024 Performance Program for Other NEOs, participants have the ability to earn Performance Incentive Awards based upon the achievement of certain specified KPIs and the CEO’s subjective evaluation under the Compensation Adjustment Factor for the fiscal year.

Any Performance Incentive Awards earned by Mr.

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

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

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

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

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

Performance RSUs for the annual award are (for purposes of administration of shares available under the amended and restated 2020 Equity and Incentive Compensation Plan) capped for each of Messrs.

Weigand and Clegg at a level unlikely to be earned.

• 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 2023 was set at 10% of Base Salary for each of Messrs.

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

Kao are payable 50% in cash and 50% in PRSUs.

The cash portion of the award is paid out promptly after the amount of any Performance Incentive Award is determined and approved by the Compensation Committee following the end of the fiscal year, and the PRSUs are granted at approximately the same time, unless otherwise stated in this Annual Report.

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

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

PRSUs for the annual award are (for purposes of administration of shares available under the Company’s amended and restated 2020 Equity and Incentive Compensation Plan (the “2020 Plan”)) capped for each of Messrs.

Weigand, Clegg, and Kao at a level unlikely to be earned.

• The Base Incentive Unit for fiscal year 2024 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:

Kao, given fiscal year 2024 was the first year he participated in the performance program, the Compensation Committee granted discretion to the CEO to set the Base Incentive Unit for Mr.

Kao within a range of 8% to 10% of Base Salary, and the CEO elected to set such percentage at the lower end of such range at 8% (but plans to re-evaluate such percentage in future years).

• Each KPI and the Compensation Adjustment Factor contribute to the calculation of the Multiple, which is applied to the Base Incentive Unit to determine the total amount of the earned Performance Incentive Award:

Weigand, the KPIs for fiscal year 2024 were based upon:

• Percentage appreciation in Company stock price from June 30, 2023 to June 30, 2024, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple;

SMCI | 2024 Form 10-K | 149

* 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;

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* 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 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.

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

* This KPI is “single weighted,” meaning that such percentage increase is then used in the calculation of the aggregate Multiple as described above and illustrated below.

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

See “- Key Fiscal Year 2024 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

The scores arising from these KPI results, and the performance evaluation, are then added together to determine the final aggregate Multiple that is applied to the Base Incentive Unit to determine the value of the Performance Incentive Award.

For these purposes, long-term investors in the Company are defined as either (1) a new long-term investor with at least 1,000,000 shares (which represents approximately about 0.2% of the total number of shares outstanding) added during fiscal year 2024 or (2) an existing long-term investor who had increased its holdings by at least 50% during fiscal year 2024;

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A list of potential long-term investors at the end of fiscal year 2023 had been identified based upon certain SEC filings made by such investors, and the foregoing evaluation criteria was then applied to such list.

SMCI | 2023 Form 10-K | 122

Clegg, the KPIs for fiscal year 2024 are based upon:

• Percentage increase in number of our top 3,000 customers from June 30, 2022, to June 30, 2023, with a 100% increase in the number of our top 3,000 customers counting as 1.00 towards determination of the final aggregate Multiple.

For these purposes, new top 3,000 customers are identified based upon new customer accounts which were set up in our internal accounting system during fiscal year 2023 based upon approximately 900+ accounts which were targeted for marketing efforts in the fiscal year;

• Percentage increase in number of our internally measured top 3,000 customers (“Top 3,000 Customers”) from June 30, 2023 to June 30, 2024, with a 100% increase in the number of our Top 3,000 Customers counting as 1.00 towards determination of the final aggregate Multiple.

For these purposes, new Top 3,000 Customers are identified based upon new customer accounts which were set up in our internal accounting system during fiscal year 2024 based upon approximately 900+ accounts which were targeted from our list of top 3,000 customers for marketing efforts in the fiscal year and identified for this metric;

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

• Percentage increase in the number of our internally measured top 300 customers (“Top 300 Customers”) from June 30, 2023 to June 30, 2024, with a 100% increase in the number of our Top 300 Customers counting as 1.00 towards determination of the final aggregate Multiple.

For these purposes, new Top 300 Customers are identified based upon new customer accounts which were set up in our internal accounting system during fiscal year 2024.

* Such KPI is “single weighted,” meaning that such percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below;

SMCI | 2024 Form 10-K | 150

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

* This KPI is “triple weighted,” meaning that such percentage increase in worldwide revenue is then multiplied by three, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below.

* This KPI is “quadruple weighted,” meaning that such percentage increase in worldwide revenue is then multiplied by four, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below.

During the prior fiscal year 2023, Mr.

Clegg had this same KPI, but it was only “double weighted.” The Compensation Committee believed it was appropriate to increase the weighting of this KPI to “triple weighted” for fiscal year 2023 given Mr.

Clegg’s role as Senior Vice President, Worldwide Sales, as achievement against this metric has high correlation with the Company's stock price;

Clegg had this same KPI, but it was “triple weighted.” The Compensation Committee believed it was appropriate to increase the weighting of this KPI to “quadruple weighted” for fiscal year 2024 given Mr.

Clegg’s role as Senior Vice President, Worldwide Sales, as achievement against this metric has high correlation with the Company's stock price performance;

• Change in Slow Moving & Excess and Obsolete Inventory KPI, or Inventory KPI, which is calculated by dividing slow moving and excess and obsolete inventory for fiscal year 2023 by slow moving and excess and obsolete inventory for fiscal year 2024, and subtracting 1.00 from such quotient;

* The Inventory KPI is “double weighted,” meaning that such resulting number from the calculation described above is then multiplied by two, and that resulting number is then used in the calculation of the aggregate Multiple as described above and illustrated below;

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.

For each of Mr.

Weigand and Mr.

Clegg, a decrease in stock price, number of long-term investors, number of our top 3,000 customers, and/or worldwide revenue from the prior fiscal year (as may be applicable) results in a multiple of zero for that KPI for purposes of determining the aggregate Multiple.

* The Inventory KPI is “quadruple weighted,” meaning that such resulting number from the calculation described above is then multiplied by four, and that resulting number is then used in the calculation of the aggregate Multiple as described above and illustrated below;

• Percentage appreciation in Company stock price from June 30, 2023 to June 30, 2024, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple;

◦ This KPI is “single weighted,” meaning that such percentage increase in stock price is then used in the calculation of the aggregate Multiple as described above and illustrated below.

Clegg, a Compensation Adjustment Factor rating (on a scale from 1.0 to 3.0) was also given by the CEO for the fiscal year, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple.

See “- Key Fiscal Year 2024 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

While the scale of the Individual Performance Evaluation KPI utilized in the prior fiscal year was from 1.0 to 5.0, a tighter scale from 1.0 to 3.0 was utilized for the current fiscal year’s Compensation Adjustment Factor because of the addition of two new single weighted KPIs for Mr.

Clegg which count towards the determination of the final aggregate Multiple (a Top 300 Customer Growth KPI and Stock Price Increase KPI).

See “- Key Fiscal Year 2024 Executive Compensation Decisions and Actions” above for additional discussion of the two new KPIs for Mr.

Clegg in fiscal year 2024.

Kao, the KPIs for fiscal year 2024 are based upon:

• Percentage appreciation in Company stock price from June 30, 2023 to June 30, 2024, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple;

* This KPI is “single weighted,” meaning that such percentage increase in stock price is then used in the calculation of the aggregate Multiple as described above and illustrated below;

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

* This KPI is “single weighted,” meaning that such percentage increase in worldwide revenue is then used in the calculation of the aggregate Multiple as described above and illustrated below.

SMCI | 2024 Form 10-K | 151

Kao, a Compensation Adjustment Factor rating (on a scale from 1.0 to 3.0) was also given by the CEO for the fiscal year, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple.

See “- Key Fiscal Year 2024 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

The scores arising from these KPI results, and the Compensation Adjustment Factor are then added together to determine the final aggregate Multiple that is applied to the Base Incentive Unit to determine the value of the Performance Incentive Award.

A decrease in stock price, number of long-term investors, number of our Top 3,000 Customers, number of our Top 300 Customers, or worldwide revenue from the prior fiscal year (as may be applicable) results in a multiple of zero for that KPI for purposes of determining the aggregate Multiple.

For these purposes, worldwide revenue is defined as our net sales for the fiscal year as reported in our consolidated financial statements.

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Clegg, an increase in slow moving and excess and obsolete inventory from the prior fiscal year results in a multiple of zero for the Inventory KPI for purposes of determining the aggregate Multiple.

Slow moving and excess and obsolete inventory apply written guidelines that have been established which categorize products based upon various criteria (such as price sensitivity based upon age (e.g.

Slow moving and excess and obsolete inventory apply written guidelines that have been established which, along with other considerations, primarily categorize products based upon various criteria (such as price sensitivity based upon age (e.g.

CPUs, GPUs), volume/cost of product, and product lead time), and then for each such category define a time period after which they are considered slow moving.

Performance Cash 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, or as soon as reasonably practical thereafter.

SMCI | 2023 Form 10-K | 123

Performance RSUs are to be granted to the respective participating officer on a grant date within 10 days of the Compensation Committee’s certification and approval of the results of the Performance Incentive Award (the “Grant Date”), but in no event later than August 31, 2023, subject to the recipient remaining employed with, or otherwise continuing to provide services to, the Company through such Grant Date.

The number of Performance RSUs earned will be determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the Performance RSUs portion by the sixty-trading day average closing stock price of the Company’s common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU, and subject to (for purposes of administration of shares available under the amended and restated 2020 Equity and Incentive Compensation Plan) a maximum cap at a level unlikely to be earned.

Performance Cash earned is generally paid in the next payroll cycle following the Compensation Committee’s certification and approval of the calculation of the Performance Incentive Award after the end of the fiscal year, or as soon as reasonably practical thereafter.

Performance RSUs are to be granted to the respective participating officer on a grant date within 10 days of the Compensation Committee’s certification and approval of the results of the Performance Incentive Award (the “Grant Date”) subject to the recipient remaining employed with, or otherwise continuing to provide services to, the Company through such Grant Date.

Due to the circumstances discussed in the Explanatory Note in this Annual Report, PRSUs earned by each officer for fiscal year 2024 under the Performance Incentive Award will not be granted to such respective participating officer until after the filing of this Annual Report in 2025.

The number of PRSUs earned, once granted, will be determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the PRSUs portion by the 60-trading day average closing stock price of the Company’s common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU, and subject to (for purposes of administration of shares available under the 2020 Plan) a maximum cap at a level unlikely to be earned.

Measurement of Fiscal Year 2024 Performance against the Performance Incentive Award .

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19% (or 0.19) (2)

Individual Performance Evaluation

Worldwide Revenue KPI

110% (or 1.10) (3)

Compensation Adjustment Factor

Total Multiple

Base Incentive Target

Base Incentive Unit

Final Earned Performance Incentive Award Value

Performance Cash Payout Value (20%)

Performance RSUs Payout Value (80%)

Number of Performance RSUs Granted in August 2023 (4)

(1) Our closing stock price on June 30, 2022 and June 30, 2023 was $40.35 and $249.25, respectively.

PRSUs Payout Value (80%)

Number of PRSUs to be Granted (5)

To be determined

(1) Our closing stock price on June 30, 2023 and June 28, 2024 (the last trading-day of the fiscal year) was $24.93 and $81.94, respectively.

(2) Utilizing the definition of long-term investor specified above, it was determined the number of Long-Term Investors increased from 72 to 86 during fiscal year 2024.

SMCI | 2024 Form 10-K | 152

(3) In our consolidated financial statements, we recorded revenues of $7.12 billion and $14.99 billion for fiscal year 2023 and fiscal year 2024, respectively.

(4) Based upon the CEO’s evaluation.

(4) 2,046 and 433 RSUs were granted on August 24, 2023 and August 25, 2023, respectively, based on the average 60-trading day closing stock price of $269.46 and $269.94, respectively.

(5) RSUs are currently expected to be granted in 2025 based on the average 60-trading day closing stock price as of the grant date.

The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2024 performance for Mr.

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125% (or 1.25) (1)

Top 300 Customers KPI

106% (or 1.06) (2)

Worldwide Revenue KPI

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Inventory KPI

Individual Performance Evaluation

0% (or 0) (4)

Stock Price Increase KPI

229% (or 2.29) (5)

Compensation Adjustment Factor

Total Multiple

Base Incentive Target

Base Incentive Unit

Final Earned Performance Incentive Award Value

Performance Cash Payout Value (50%)

Performance RSUs Payout Value (50%)

Number of Performance RSUs Granted in August 2023 (5)

PRSUs Payout Value (50%)

Number of PRSUs to be Granted (7)

To be determined

(1) Using the definition of new top 3,000 customer specified above, it was determined that 319 such customers were added during fiscal year 2024.

(2) In our consolidated financial statements, we recorded revenues of $5,196.1 million and $7,123.5 million for fiscal year 2022 and fiscal year 2023, respectively.

(2) Using the definition of new top 300 customer specified above, it was determined that 319 such customers were added during fiscal year 2024.

(3) In our consolidated financial statements, we recorded revenues of $7.12 billion and $14.99 billion for fiscal year 2023 and fiscal year 2024, respectively.

(4) The final weighted score for this performance measure was determined to be zero.

In our consolidated financial statements, we recorded a $54 million increase in inventory reserve charges between fiscal year 2023 and fiscal year 2024.

(5) Our closing stock price on June 30, 2023 and June 28, 2024 (the last trading-day of the fiscal year) was $24.93 and $81.94, respectively.

(6) Based upon the CEO’s evaluation.

(7) RSUs are currently expected to be granted in 2025 based on the average 60-trading day closing stock price as of the grant date.

The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2024 performance for Mr.

Performance Measure Achievement Weighting Factor Final Weighted Score

Stock Price Increase KPI 229% (or 2.29) (1)

Worldwide Revenue KPI 110% (or 1.10) (2)

Compensation Adjustment Factor 2.00 (3)

Total Multiple 5.39

Base Incentive Unit $32,931.89

Final Earned Performance Incentive Award Value $177,503

Performance Cash Payout Value (50%) $88,751

PRSUs Payout Value (50%)

Number of PRSUs to be Granted (4)

To be determined

SMCI | 2024 Form 10-K | 153

(5) 320 and 265 RSUs were granted on August 24, 2023 and August 25, 2023, respectively, based on the average 60-trading day closing stock price of $269.46 and $269.94, respectively.

(1) Our closing stock price on June 30, 2023 and June 28, 2024 (the last trading-day of the fiscal year) was $24.93 and $81.94, respectively.

(2) In our consolidated financial statements, we recorded revenues of $7.12 billion and $14.99 billion for fiscal year 2023 and fiscal year 2024, respectively.

(3) Based upon the CEO’s evaluation.

(4) RSUs are currently expected to be granted in 2025 based on the average 60-trading day closing stock price as of the grant date.

Other Equity-Based Incentive Compensation

While participants in the FY2023 Performance Program for Other Named Executive Officers are eligible to receive performance-based awards under the Performance Incentive Award portion of such program, such persons also continue to be eligible to receive other equity-based incentive compensation, along with our other named executive officers and other persons eligible for awards under the amended and restated 2020 Equity and Incentive Compensation Plan.

In continuing to award other equity-based incentive compensation to participants in the FY2023 Performance Program for Other Named Executive Officers, the Compensation Committee noted that the prior compensation study described above indicated that the historical level of equity awards made had low retention power, and that equity vehicles that included a mix of both time-based RSUs and PRSUs should be considered.

As a result, the Compensation Committee elected to continue its practice of making regular periodic refresh grants of time-based equity incentives of both RSUs and options to the named executive officers participating in the FY2023 Performance Program for Other Named Executive Officers.

For such named executive officers participating in the FY2023 Performance Program for Other Named Executive Officers, the Compensation Committee views stock options and other equity-based awards as an important component of the total compensation.

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

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

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

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

While participants in the FY2024 Performance Program for Other NEOs are eligible to receive performance-based awards under the Performance Incentive Award portion of such program, such persons also continue to be eligible to receive other equity-based incentive compensation, along with other non-executive persons eligible for awards under the 2020 Plan.

In continuing to award other equity-based incentive compensation to participants in the FY2024 Performance Program for Other NEOs, the Compensation Committee noted that the FY2024 Compensation Study indicated that the historical level of equity awards made had only moderate retention power, and that equity vehicles that included a mix of both time-based RSUs and PRSUs should be considered.

As a result, the Compensation Committee elected to continue its practice of making regular periodic refresh grants of time-based equity incentives of RSUs as well as options to the NEOs participating in the FY2024 Performance Program for Other NEOs.

For such Other NEOs participating in the FY2024 Performance Program, the Compensation Committee views stock options and other equity-based awards as an important component of the total compensation.

We believe that equity-based awards also align the interests of an NEO with those of our stockholders.

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

The 2020 Plan authorized the Compensation Committee to grant stock options and other equity-based awards to eligible NEOs.

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

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

For fiscal year 2023, which commenced July 1, 2022, 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.

Periodically, and generally based on the recommendation of the CEO, the Compensation Committee has made off-cycle special recognition equity awards of options and/or RSUs to NEOs.

For fiscal year 2024, in addition to the 2023 CEO Performance Award discussed above under “- Discussion and Analysis of 2023 CEO Performance Award” and PRSUs granted to Other NEOs discussed above under “- Performance Incentive Award,” the Compensation Committee determined to provide the awards of service-based stock options and RSUs to NEOs as outlined in the table below.

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

David Weigand

7,687 Special grant

3,752 Performance grant

Stock Options (1)

150,000 Recognition grant

Don Clegg RSUs (2)

20,000 Recognition grant

20,460 Performance grant

4,330 Performance grant

Stock Options (4)

62,550 Refresh grant

23,770 Refresh grant

Don Clegg RSUs (2)

10,000 Recognition grant

3,200 Performance grant

2,650 Performance grant

Stock Options (4)

54,210 Refresh grant

20,600 Refresh grant

George Kao RSUs (2)

10,000 Recognition grant

RSUs 2,930 Refresh grant

Stock Options 6,500 Refresh grant

(1) As discussed in the Compensation Discussion & Analysis in the prior year Annual Report on Form 10-K, during fiscal year 2022, Mr.

Weigand received a special award of 30,000 stock options (the “Special Award”) to further incent him as a result of his promotion to Chief Financial Officer in February 2021, at which time no additional equity incentive had been awarded to him.

The Committee originally commenced discussion of granting such Special Award in January 2022, but the grant was delayed until April 2022.

The Company’s stock price, however, had appreciated significantly during such period.

Taking this information into consideration, the Committee, upon the recommendation of the CEO, awarded this special grant of RSUs to Mr.

Weigand on August 12, 2022 specifically regarding this difference in Special Award grant timing, which special grant of RSUs has vesting dates generally in line with the vesting dates of the Special Award, vesting at the rate of seven equal quarterly installments with the initial vesting date on November 10, 2022, and the final vesting date will be May 10, 2024.

(2) Such RSUs were earned by Messrs.

Weigand and Clegg as payouts pursuant to their Performance Incentive Awards under the FY2022 performance program.

See the Compensation Discussion & Analysis discussion in the prior year Annual Report on Form 10-K for additional information.

The RSUs were actually granted on August 29, 2022, and vest at an annual rate of 25% per year commencing July 1, 2023, with the final installment vesting on July 1, 2026.

(3) Such grants made on September 15, 2022 were part of a special recognition grant made to a broad set of employees which included Messrs.

Weigand, Clegg, and Kao.

These grants, consistent with certain prior practices over recent years to these same NEOs in connection with other broad-based special recognition rewards, vested 50% on October 25, 2022 and 50% on March 25, 2023, and were intended to recognize the Company’s general assessment of awardees’ recent collective achievement for and contributions to the Company.

The CEO made the

(1) Such stock option grant, made on August 11, 2023, was part of a special recognition option award made to selected individual employees which included Mr.

This grant to Mr.

Weigand was made, consistent with prior practice over recent years, in connection with other special recognition option rewards and vests at the rate of 1/8th of the shares subject to the stock option on the first quarter following the vesting commencement date on November 11, 2023, and thereafter at a rate of 1/8th of the shares subject to the stock option at the end of each successive calendar quarter.

This stock option grant was intended to recognize and currently reward the Company’s general assessment of awardees’ (including Mr.

Weigand’s) recent collective achievement for and contributions to the Company.

The CEO made the recommendation on the size of grant for Mr.

Weigand and other selected employees to the Committee based on his subjective assessment of their contributions to the Company.

SMCI | 2024 Form 10-K | 154

recommendation on size of grants for the other NEOs to the Committee based on his subjective assessment of their contributions to the Company.

For context, Company-wide, an aggregate of 170,365 RSUs were granted in connection with this special recognition grant to approximately 1,321 employees, with awards ranging in sizes up to a maximum of 2,000 units.

Company-wide, an aggregate of 890,000 stock options were granted in connection with this special recognition stock option grant to approximately 10 employees, with stock option awards ranging in size up to a maximum of 200,000 shares.

The average stock option award was for 89,000 stock options, and (based upon the recommendation of the CEO) an aggregate of 10 employees received option awards of 10,000 shares or more.

(2) Such grants of RSUs, made on August 11, 2023, were part of a special recognition grant made to a broad set of employees which included Messrs.

Weigand, Clegg, and Kao.

These grants, consistent with prior practices over recent years to these same NEOs in connection with other broad-based special recognition rewards, vested with regard to 50% of the award on August 15, 2023, and 50% of the award on February 15, 2024, and were intended to recognize and currently reward the Company’s general assessment of awardees’ recent collective achievement for and contributions to the Company.

The CEO made the recommendation on size of grants for the Other NEOs to the Committee based on his subjective assessment of their contributions to the Company.

For context, Company-wide, an aggregate of 1,866,810 RSUs were granted in connection with this special recognition grant to approximately 1,472 employees, with awards ranging in size up to a maximum of 40,000 units.

The average award was for 1,270 RSUs, and (based upon the recommendation of the CEO) an aggregate of 29 employees received awards of 10,000 RSUs or more.

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.

The stock options described above for Mr.

Kao were part of his regular periodic refresh grant cycle, and were granted on November 4, 2022 with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($76.63).

Subject generally to the continued service of Mr.

Kao, such stock options vest and become exercisable at the rate of 25% of the shares on November 4, 2023, and then an additional 1/16th of the shares at the end of each successive calendar quarter thereafter.

The particular size of the stock option grants to Mr.

Kao was determined based upon the recommendation of Mr.

(3) Such RSUs were earned by Messrs.

Weigand and Clegg as payouts pursuant to their Performance Incentive Awards under the FY2023 Performance Program for Other NEOs.

See the Compensation Discussion & Analysis discussion in the prior year proxy statement for additional information.

The RSUs were granted on August 24, 2023 and August 25, 2023, and vest at an annual rate of 25% per year commencing July 1, 2024, with the final installment vesting on July 1, 2027.

(4) Such stock options were part of Mr.

Weigand’s and Mr.

Clegg’s regular, periodic refresh grant cycle, and were granted on May 3, 2024, with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($78.27).

Subject generally to their continued service, such stock options vest and become exercisable at the rate of 25% of the shares subject to the stock option on May 3, 2025, and then an additional 1/16th of the shares at the end of each successive calendar quarter thereafter.

The particular size of the stock option grant to them was determined based upon the recommendation of Mr.

Liang, which was reviewed and approved by the Compensation Committee.

In general, RSUs represent the right to receive payout of a defined number of shares of our common stock subject generally to continued employment through the vesting date.

The RSUs granted to Mr.

Weigand on August 12, 2022 were a special grant that vests at the rate of seven equal quarterly installments, with the initial vesting date on November 10, 2022 and the final vesting date on May 10, 2024.

See the table above for additional information with respect to this special grant.

The RSUs granted to Messrs.

Weigand and Clegg on August 29, 2022 were earned by Messrs.

Weigand and Clegg pursuant to their Performance Incentive Awards under the prior year FY2022 performance program.

Subject generally to the continued service of such named executive officers, these RSUs vest at an annual rate of 25% per year commencing July 1, 2023, with the final installment vesting on July 1, 2026.

On September 15, 2022, a special recognition grant was made to a broad set of employees which included Messrs.

Weigand, Clegg, and Kao.

These grants vested 50% on October 25, 2022 and 50% on March 25, 2023.

See the table above for additional information with respect to this special recognition grant.

On November 4, 2022, a regular periodic refresh grant was made to Mr.

These RSUs generally vest at the rate of 25% of the total number of units on November 10, 2023, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter.

See the table above for additional information with respect to this refresh grant.

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

(5) Such RSUs were part of Mr.

Weigand’s and Mr.

Clegg's regular periodic refresh grant cycle and were granted on May 3, 2024.

These RSUs generally vest at the rate of 25% of the total number of units on May 10, 2025, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter.

The particular size of the RSU grant to them was determined based upon the recommendation of Mr.

Liang, which was reviewed and approved by the Compensation Committee.

Stock Ownership Guidelines

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.

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

Under the Guidelines, the CEO has a target holding of three times his then-current annual Base Salary;

provided, however, that for so long as the CEO 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, non-employee directors have a target holding of three times the then-current annual Board member retainer (regardless of whether such director actually receives such 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

SMCI | 2023 Form 10-K | 126

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).

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.

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As of June 30, 2024, each of the covered persons subject to the Guidelines met his or her stock ownership target.

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.

SMCI | 2024 Form 10-K | 155

Stock Retention Policy

We have adopted a stock retention policy which requires that our Chief Executive Officer hold a significant portion of the shares of our common stock acquired under our equity incentive plans for at least 36 months.

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 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.

We have adopted a stock retention policy which requires that our CEO hold a significant portion of the shares of our common stock acquired under our equity incentive plans for at least 36 months.

Generally, under the policy, the CEO 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 2023 CEO Performance Award granted to our CEO in fiscal year 2024, the Board required a restriction on the sale of any shares issued upon the exercise of the options associated with such award until November 14, 2026.

See “Discussion and Analysis of 2023 CEO Performance Award.”

Policies and Practices Regarding the Grant of Equity Awards

Under our policies and practices, the approval of stock options and other equity-based awards (including any stock option grants to our NEOs and directors) is typically provided at a Compensation Committee meeting or via unanimous written consent on the part of the Compensation Committee.

While the Compensation Committee does not have predetermined fixed dates upon which grants must be made, generally, the Compensation Committee has held regular quarterly meetings (which are typically held after the completion of a fiscal quarter and shortly (usually approximately one week) before the announcement by the Company of its results for the just completed fiscal quarter (each, a “Regular Quarterly Meeting”)), and at such meeting the Committee considers the approval of stock options and other equity-based awards, including relevant terms (such as the proposed grant date).

In addition to Regular Quarterly Meetings, the Compensation Committee, generally, may consider from time to time, on an as-needed basis, grants of stock options and other equity-based awards in between Regular Quarterly Meetings at special meetings or via unanimous written consent (together, “Special Meetings”).

Awards of stock options and other equity-based awards are typically made by the Company in the following circumstances:

Biennial awards :

Generally, eligible employees (including our NEOs) receive equity-based awards (which may include stock options) in connection with their commencement of service with the Company or a change in their status occurs for them to become eligible for equity-based awards.

Such awards are generally submitted to the Compensation Committee for approval at the first Regular Quarterly Meeting after the commencement of service by such employee or the change in such employee’s status occurs.

Thereafter, such employee would, depending upon factors such as performance, generally be eligible to receive a refresh equity-based award (which may include stock options) at the biennial Regular Quarterly Meeting following the date the first award was made to such eligible employee (all such awards, “Biennial Awards”);

Scheduled Awards :

The Compensation Committee also considers various scheduled awards which generally occur on a regular recurring basis (together, “Scheduled Awards”).

Examples of such Scheduled Awards include:

The grant of the equity component of director compensation in connection with annual director service (the “Annual Director Service Award”) or lead independent director service (the “Lead Independent Director Service Award”).

Such awards may include the grant of stock options depending upon the election made by such director at a time when the Trading Window (as defined below) was open.

See “Director Compensation” for additional discussion with respect to such equity awards for director service.

Annual Director Service Awards will (going forward) generally be considered by the Compensation Committee for approval at the first Regular Quarterly Meeting after the commencement of a new fiscal year.

Lead Independent Director Service Awards are generally submitted to the Compensation Committee for approval at the first Regular Quarterly Meeting following the appointment of a lead independent director for their one-year term of office.

The grant of equity awards earned under the performance program for a NEO (which, to date, has not included stock options) (“Performance Award Grants”).

Such awards generally have terms that were pre-approved by the Compensation Committee at the time the performance program for the named executive officer was adopted by the Compensation Committee earlier in such fiscal year, including specified deadline dates prior to which such Performance Awards Grants are to be made and after which the results used to determine performance (some of which may depend upon financial results that are published in the Annual

SMCI | 2024 Form 10-K | 156

Report) are calculated.

Generally, the grant date of Performance Award Grants has been at a time when the Trading Window is open.

Special Awards :

From time to time, the Compensation Committee will consider, on an as-needed basis, grants of equity based-awards (which may include stock options).

Circumstances for such awards may include, as an example, special recognition bonuses or for the hiring or retention of a high-value employee (who may or may not be an NEO).

Such awards and the terms thereof (“Special Awards”) are generally submitted at Special Meetings but may also occur at Regular Quarterly Meetings.

The Company has an Insider Trading Policy which provides for a trading window (the “Trading Window”).

Pursuant to the Insider Trading Policy, the Trading Window generally (i) opens following the closing of trading on the second full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and (ii) closes at the close of trading on the last day of the month preceding the last month of a fiscal quarter (i.e., the last day of August, November, February and May).

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

The Company has generally tied the grant date of options to NEOs for their Biennial Awards to the first full trading day after the next opening of the Trading Window following the Regular Quarterly Meeting approving such grant.

Other key terms of such awards (such as exercise price) are tied to such grant date.

For example, during fiscal year 2024, each of Mr.

Weigand and Mr.

Clegg received their Biennial Awards that included both stock options and RSUs as a part of their refresh grants.

See “- Other Equity-Based Incentive Compensation.” Such awards were approved at the April 23, 2024 Regular Quarterly Meeting and the Company issued its earnings release for the third quarter of fiscal year 2024 on April 30, 2024.

The first full trading day after the Trading Window opened was May 3, 2024, the grant date of both the options and RSUs for such Biennial Awards was May 3, 2024, and the exercise price of the stock options associated therewith was the closing stock price on May 3, 2024.

However, for persons who are not NEOs, the grant date of stock options for their Biennial Awards is the date of the Regular Quarterly Meeting approving such grant, and other key terms of such awards (such as the exercise price of any stock options granted) are tied to such grant date.

For example, for persons who are not NEOs and also had Biennial Awards approved at the Regular Quarterly Meeting held on April 23, 2024, the grant date of their stock options and RSUs was April 23, 2024, and the exercise price of the stock options associated therewith was the closing stock price on April 23, 2024.

Going forward, the Company generally expects to tie the grant date of stock options (if any) in connection with Annual Director Service Awards and Lead-Independent Director Service Awards to the first full trading day after the next opening of the Trading Window following the Regular Quarterly Meeting approving such grant.

Other key terms of such awards (such as the exercise price of any stock options granted) will be tied to such grant date.

For example, the Compensation Committee considered and approved grants for fiscal year 2025 director service at the Regular Quarterly Meeting held on July 30, 2024 and the Company issued its earnings release for the fourth quarter of fiscal year 2024 on August 6, 2024.

Since the first full trading day after the Trading Window opened was August 9, 2024, the grant date of both the stock options and RSUs for Annual Director Service Awards was August 9, 2024, and the exercise price of the stock options associated therewith was the closing stock price on August 9, 2024.

However, for fiscal year 2024, because the new director compensation program was approved by the Board on August 24, 2023, at a time when the Trading Window was open, the Annual Director Service Awards for fiscal year 2024 Board service were both approved by the Compensation Committee and had a grant date of August 24, 2023.

Other key terms of such awards (such as exercise price) were tied to such grant date.

Generally, given the structure of Performance Award Grants, Performance Award Grants have been considered, approved, and granted by the Compensation Committee at a time when the Trading Window has been open.

The Company generally expects the grant date of options (if any) in connection with Special Awards to be tied to whether the Trading Window is open at the time of the Special Meeting at which such Special Award was considered and approved.

In the event the Trading Window is not open at the time of the Special Meeting, the Company generally expects such Special Award to be granted on the first full trading day after the next opening of the Trading Window following the Special Meeting approving such grant.

In the event the Trading Window is open at the time of the Special Meeting, the Company generally expects such Special Award to be granted on the date of the Special Meeting.

In either case, other key terms of such awards (such as exercise price) are tied to such grant date.

For example, during fiscal year 2024, Mr.

Weigand received a recognition grant as a Special Award that included both stock options and RSUs.

See “- Other Equity-Based Incentive Compensation.” Such awards were approved at the Regular Quarterly Meeting held on August 1, 2023, at a time when the Trading Window was closed and the Company issued its earnings release for the fourth quarter of fiscal year 2023 on August 8, 2023.

The first full trading day after the Trading Window opened was August 11, 2023, so the grant date of both the stock options and RSUs for such Special Award was August 11, 2023, and the exercise price of the stock options associated therewith was the closing stock price on August 11, 2023.

SMCI | 2024 Form 10-K | 157

The equity grant approach discussed above is used by the Compensation Committee in order to best help ensure that grants are made only during an open window, and after the release of the Company’s material non-public information regarding its most recently completed fiscal quarter.

This grant timing is used in order to provide for a routine and regular grant practice regarding the NEOs' and directors’ equity awards, but to clearly have such awards granted after the release of such recently completed fiscal quarter information.

In this sense, the Compensation Committee is mindful of the existence of material non-public information about the prior fiscal quarter but is neutral with respect to the existence (or lack thereof) of other material non-public information, when making each of the types of awards discussed.

Otherwise, the Compensation Committee does not factor any material non-public information into its design and approval of the terms of such equity awards discussed.

Including for grants made during fiscal year 2024, we do not time the disclosure of material non-public information for purposes of affecting the value of executive compensation or director compensation.

During fiscal year 2024, except as provided in the chart below, we did not grant stock options (or similar awards) to any of our NEOs during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information:

Number of securities

underlying the award

price of the award

Grant date fair value of the award

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic

Charles Liang

David Weigand

62,550 $ 78.27 $ 48.42 4.7 %

54,210 $ 78.27 $ 48.42 4.7 %

Clawback Policy

Prior to calendar year 2023, we established a recoupment policy applicable to our named executive officers (the “Recoupment Policy”).

Prior to calendar year 2023, we established a recoupment policy applicable to our NEOs (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 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.

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The “excess incentive-based compensation” is the difference between the actual amount that was paid, and the amount that would have been paid under the restated financial results.

In light of new rules promulgated by the Nasdaq National Market on which we are listed and requirements of the Securities and Exchange Commission, during the course of fiscal year 2024 we intend to re-evaluate our Recoupment Policy and put in place a policy compliant with the required standards.

SMCI | 2024 Form 10-K | 158

During fiscal year 2024, in light of new rules promulgated by Nasdaq National Market and SEC requirements, we adopted a new compensation clawback policy effective October 25, 2023 (the “New Clawback Policy”) which complies with the required standards.

The New Clawback Policy provides for the prompt recovery or clawback of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws.

This includes restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid.

Incentive-based compensation potentially subject to recovery under the New Clawback Policy is in general limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.

In general, we may utilize a broad range of recoupment methods under the New Clawback Policy.

The New Clawback Policy does not condition clawback on the fault of the executive officer, but we are not required to clawback amounts only in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) we have already attempted to recover such amounts but the direct expenses paid to a third party in an effort to enforce the New Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code and applicable regulations.

Amounts received prior to the adoption of the New Clawback Policy continue to be governed by the Recoupment Policy.

We may not indemnify any such executive officer against the loss of such recovered compensation.

Other Benefits

Health and Welfare Benefits.

Our named executive officers receive the same health and welfare benefits as are offered to our other employees, including medical, dental, vision, life, accidental death and dismemberment and disability insurance coverage, flexible spending account participation and holiday pay.

Our NEOs receive the same health and welfare benefits as are offered to our other employees, including medical, dental, vision, life, accidental death and dismemberment and disability insurance coverage, flexible spending account participation and holiday pay.

The same contribution amounts, percentages and plan design provisions are applicable to all employees.

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Retirement Program.

Our named executive officers may participate in the same tax-qualified, employee-funded 401(k) plan that is offered to all our other employees.

We do not maintain a supplemental executive retirement plan, nor do we offer any defined benefit retirement plans or other defined contribution plans to our named executive officers.

Our NEOs may participate in the same tax-qualified, employee-funded 401(k) plan that is offered to all our other employees.

We do not maintain a supplemental executive retirement plan, nor do we offer any defined benefit retirement plans or other defined contribution plans to our NEOs.

We offer these retirement program benefits generally to help provide a competitive compensation package to employees to assist with the attraction, hiring and retention of employees.

SMCI | 2023 Form 10-K | 127

We do not provide perquisites or personal benefits to any of our named executive officers.

We do not provide perquisites or personal benefits to any of our NEOs.

Employment Arrangements, Severance and Change of Control Benefits.

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

We have not entered into employment agreements with any of our NEOs.

Each of Messrs.

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We do not have any written employment arrangements with Mr.

Other than as described in the following sentence, we do not have any arrangements with any of our named executive officers that provide for any severance or other benefits in the event of termination or change of control of our Company.

Other than as described in the following sentence, we do not have any arrangements with any of our NEOs that provide for any severance or other benefits in the event of termination or change of control of our Company.

See also - “Fiscal Year 2023 Potential Payments Upon Termination or Change of Control.” The 2023 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company.

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Tax and Accounting Considerations.

In our review and establishment of named executive officer compensation programs and payments, we consider, but do not place substantial emphasis on, the anticipated accounting and tax treatment of our compensation programs to us and our named executive officers.

In our review and establishment of named executive officer compensation programs and payments, we generally consider, but do not place substantial emphasis on, the anticipated accounting and tax treatment of our compensation programs to us and our NEOs.

Among other factors that receive greater consideration are the net costs to us and our ability to effectively administer executive compensation in the short and long-term interests of stockholders.

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We expect to continue to design and maintain executive compensation arrangements that we believe will attract and retain the executive talent that we need to compete successfully, even if in certain cases such compensation is not deductible for federal income tax purposes.

SMCI | 2024 Form 10-K | 159

We account for equity compensation paid to our employees in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock-Compensation (“ASC Topic 718”), which requires us to estimate and record expenses for each award of equity compensation over the service period of the award.

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Fiscal Year 2024 Summary Compensation Table

The following table sets forth information concerning the reportable compensation for our named executive officers for the fiscal years ended 2023, 2022 and 2021, as applicable.

The following table sets forth information concerning the reportable compensation for our NEOs for the fiscal years ended 2024, 2023 and 2022, as applicable.

FISCAL YEAR 2024 SUMMARY COMPENSATION TABLE

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(3) Amounts disclosed for fiscal year 2024 represent the grant date fair values of RSU awards granted during fiscal year 2024 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 2023, based on probable outcome, as of January 2023.

The RSU portion of each award was capped at a level unlikely to be earned.

The actual number of RSUs earned by Messrs.

Weigand and Clegg for their Performance Incentive Awards were granted in early fiscal year 2024, as disclosed in CD&A above.

(4) The amount disclosed for fiscal year 2023 represents the grant date fair values of the stock option award calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model.

Assumptions used in the calculation of this amount are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Part II, Item 8, Note 10 “Stock-based Compensation and Stockholders’ Equity”, to our consolidated financial statements for fiscal year 2023 included in this Annual Report on Form 10-K.

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

Weigand, Clegg, and Kao’s Performance Incentive Award provided for fiscal year 2024, based on probable outcome, as of January 2024.

The PRSU portion of each award was capped at a level unlikely to be earned.

The actual number of PRSUs earned by Messrs.

Weigand, Clegg and Kao for their Performance Incentive Awards are expected to be granted in 2025, as disclosed in CD&A above.

(4) The amount disclosed for fiscal year 2024 represents the grant date fair values of the stock option award calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model for Messrs.

Weigand and Clegg, and Monte Carlo simulation for the 2023 CEO Performance Award .

Assumptions used in the calculation of this amount are included in Part II, Item 8, "Financial Statements and Supplementary Data", and , Note 10 “Stock-based Compensation and Stockholders’ Equity” in the Notes to the Consolidated Financial Statements for fiscal year 2024 included in this Annual Report.

(5) Amounts disclosed for fiscal year 2024 represent payouts of the cash portion of Messrs.

Weigand and Clegg’s Performance Incentive Awards for fiscal 2023, as further described above in CD&A.

(6) As discussed in the Prior Year CD&A, 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, as further described below under “- Update on Special Performance-Based Cash Incentive Award Granted in March 2020.” 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.

As further described below under “- Update on Special Performance-Based Cash Incentive Award Granted in March 2020” 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.

Weigand, Clegg, and Kao’s Performance Incentive Awards for fiscal 2024, as further described above in CD&A.

(6) Amounts for fiscal year 2024 represent a gift card provided to each of Messrs.

Liang, Weigand, Clegg, and Kao.

SMCI | 2024 Form 10-K | 161

Fiscal Year 2024 Grants of Plan-Based Awards

The following table provides information concerning all plan-based awards granted during fiscal year 2023 to each of our named executive officers, which grants were made under the amended and restated Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan.

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

FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE

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Charles Liang (2)

11/14/2023 — — — 1,000,000 5,000,000 5,000,000 — — 45 28,094,976

David Weigand 8/11/2023 — — — — — — — 150,000 25.44 2,225,384

2 unchanged sentences

1/23/2024 — — — (3) (3) (3) — — — 440,239

5/3/2024 — — — — — — — 62,550 78.27 3,028,718

5/3/2024 — — — — — — 23,770 — — 1,860,478

Don Clegg 8/11/2023 — — — — — — 10,000 — — 254,430

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1/23/2024 — — — (3) (3) (3) — — — 277,510

5/3/2024 — — — — — — — 54,210 78.27 2,624,889

5/3/2024 — — — — — — 20,600 — — 1,612,362

George Kao 8/11/2023 — — — — — — 10,000 — — 254,430

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

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

The Stock Price Goals must be achieved on or prior to March 31, 2029 and the Revenue Goals must be achieved on or prior to December 31, 2028.

The options may vest in tranches of 1,000,000 shares each only when coordinating Stock Price Goals and Revenue Goals, respectively (of $45.00 sixty-trading-day-average stock price and $13.0 billion in four-consecutive-fiscal-quarter revenue, $60.00 sixty-trading-day-average stock price and $15.0 billion four-consecutive-fiscal-quarter revenue, $75.00 sixty-trading-day-average stock price and $17.0 billion four-consecutive-fiscal-quarter revenue, $90.00 sixty-trading-day-average stock price and $19.0 billion four-consecutive-fiscal-quarter revenue, and $110.00 sixty-trading-day-average stock price and $21.0 billion four-consecutive-fiscal-quarter revenue goals), are achieved.

The smallest amount of these stock options (threshold) that can be earned based on performance is vested stock options for 1,000,000 shares for achieving a Stock Price Goal of $45.00 sixty-trading-day-average stock price and a Revenue Goal of $13.0 billion in four-consecutive-fiscal-quarter revenue.

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

For more information about the operation of this award, see “- Discussion and Analysis of 2023 CEO Performance Award ” above.

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

Weigand and Clegg received a Performance Incentive Award for fiscal year 2023 payable for Mr.

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

Clegg 50% in cash and 50% in Performance RSUs, which Performance RSUs will vest over four years from July 1, 2023.

Based on the design of the Performance Incentive Award, there was essentially no target or maximum cash amount to be earned, and essentially no target number of Performance RSUs to be earned, but the threshold amount of the award was equal to $46,515 for Mr.

Weigand and $40,338 for Mr.

Clegg, and the award was capped at a level unlikely to be earned.

Weigand, Clegg and Kao received a Performance Incentive Award for fiscal year 2024 payable for Mr.

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

Clegg and Mr.

Kao 50% in cash and 50% in PRSUs, which PRSUs will vest over four years from July 1, 2024.

Based on the design of the Performance Incentive Award, there was essentially no target or maximum cash amount to be earned, and essentially no target number of PRSUs to be earned, but the threshold amount of the award was equal to $54,702 for Mr.

Weigand, $45,308 for Mr.

Clegg, and $32,932 for Mr.

Kao, and the award was capped at a payout of no more than 2,500,000 RSUs.

The cash portions earned by Messrs.

Weigand and Clegg are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2023 Summary Compensation Table, and the fair values of the RSU portions disclosed in this table, based on probable outcome, as of January 2023 are included in the “Stock Awards” column of the Fiscal Year 2023 Summary Compensation Table.

The actual Performance RSUs earned by Messrs.

Weigand and Clegg for their Performance Incentive Awards were granted in early fiscal year 2024, as disclosed in CD&A above.

Weigand, Clegg and Kao are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2024 Summary Compensation Table, and the fair values of the RSU portions disclosed in this table, based on probable outcome, as of January 2024 are included in the “Stock Awards” column of the Fiscal Year 2024 Summary Compensation Table.

The actual PRSUs earned by Messrs.

Weigand, Clegg and Kao for their Performance Incentive Awards are expected to be granted in 2025, as disclosed in CD&A above.

Grants made in fiscal year 2024 are described more fully in the “Compensation Discussion and Analysis” section of this Annual Report.

More information concerning the terms of the employment arrangements, if applicable, in effect with our named executive officers during fiscal year 2024 is provided under the "Employment Arrangements, Severance and Change of Control Benefits" under the “Compensation Discussion and Analysis”.

SMCI | 2024 Form 10-K | 162

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table provides information concerning the outstanding equity-based awards as of June 30, 2023, held by our named executive officers.

The following table provides information concerning the outstanding equity-based awards as of June 30, 2024, held by our NEOs.

OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

SMCI | 2023 Form 10-K | 130

Option Awards Stock Awards

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— — 5,000,000 (2)

45.00 11/14/2033 — — — —

David Weigand 10,000 — — 3.03 8/4/2030 — — — —

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1,687,861 — —

— — — — — 3,184 (9)

George Kao 148,400 — — 2.70 8/2/2027 — — — —

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1,501,049 — —

— — — — — 912 (12)

— — — — — 2,930 (13)

(1) Represents the closing stock price per share of our common stock as of June 28, 2024 ($81.94) multiplied by the number of shares underlying RSUs that had not vested as of June 30, 2024.

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

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

The options vest in tranches of 200,000 shares each only when coordinating Stock Price Goals and

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

The Stock Price Goals must be achieved on or prior to March 31, 2029 and the Revenue Goals must be achieved on or prior to December 31, 2028.

The options may vest in tranches of 1,000,000 shares each only when coordinating Stock Price

SMCI | 2024 Form 10-K | 163

Revenue Goals, respectively, of $45.00 sixty-trading-day-average stock price and $4.0 billion in four-consecutive-fiscal-quarter revenue, $60.00 sixty-trading-day-average stock price and $4.8 billion four-consecutive-fiscal-quarter revenue, $75.00 sixty-trading-day-average stock price and $5.8 billion four-consecutive-fiscal-quarter revenue, $95.00 sixty-trading-day-average stock price and $6.8 billion four-consecutive-fiscal-quarter revenue, and $120.00 sixty-trading-day-average stock price and $8.0 billion four-consecutive-fiscal-quarter revenue, are achieved.

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

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

For more information about the operation of this award, see “2023 CEO Performance Award Granted in March 2023” above.

Goals and Revenue Goals, respectively, of $45.00 sixty-trading-day-average stock price and $13.0 billion in four-consecutive-fiscal-quarter revenue, $60.00 sixty-trading-day-average stock price and $15.0 billion four-consecutive-fiscal-quarter revenue, $75.00 sixty-trading-day-average stock price and $17.0 billion four-consecutive-fiscal-quarter revenue, $90.00 sixty-trading-day-average stock price and $19.0 billion four-consecutive-fiscal-quarter revenue, and $110.00 sixty-trading-day-average stock price and $21.0 billion four-consecutive-fiscal-quarter revenue, are achieved.

For more information about the operation of this award, see “2023 CEO Performance Award ” above.

(3) These incentive and nonqualified stock options vest at the rate of 25% on May 5, 2023 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 5, 2026.

(4) These nonqualified stock options vest at the rate of 1/8th of the shares on the first quarter of the vesting commencement date on August 5, 2022, and 1/8th at the end of each successive calendar quarter thereafter.

(4) Option shall vest and become exercisable at the rate of 1/8th of the shares on the first quarter of the vesting commencement date on November 11, 2023, and 1/8th at the end of each successive calendar quarter thereafter.

(5) These incentive and nonqualified stock option vest the rate of 25% on May 3, 2025 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 3, 2028.

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

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

(8) The RSUs vest equally at the rate of 14.3% in seven quarters on November 10, 2022, such that the RSUs will be fully vested on May 10, 2024.

(7) The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2023, such that the RSUs will be fully vested on July 1, 2026.

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

(8) The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2024, such that the RSUs will be fully vested on July 1, 2027.

(9) The RSUs vest at the rate of 25% on May 10, 2025 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2028.

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

(11) These incentive and nonqualified stock options vest at the rate of 25% on November 4, 2023 and 1/16th per quarter thereafter, such that the granted options will be fully vested on November 4, 2026.

(12) These RSUs vest at the rate of 63% on May 10, 2021 and at a rate of 6% per quarter thereafter, such that the RSUs will be fully vested on November 10, 2024.

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

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

(14) As further described in CD&A, as of the end of fiscal year 2024, each of Messrs.

Weigand and Clegg participated in a Performance Incentive Award for fiscal year 2023 payable for Mr.

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

Clegg 50% in cash and 50% in Performance RSUs, which Performance RSUs will vest over four years from July 1, 2023.

Based on the design of the Performance Incentive Award, there was essentially no target number of Performance RSUs to be earned, but the award was capped at a level unlikely to be earned.

The actual Performance RSUs earned by Messrs.

Weigand and Clegg for their Performance Incentive Awards were granted in early fiscal year 2024, as disclosed in CD&A above, and will appear in this table in subsequent years.

Weigand, Clegg and Kao participated in a Performance Incentive Award for fiscal year 2024 payable for Mr.

Weigand 20% in cash and 80% in PRSUs, and payable for Messrs.

Clegg and Kao 50% in cash and 50% in PRSUs, which PRSUs will vest over four years from July 1, 2024.

Based on the design of the Performance Incentive Award, there was essentially no target number of PRSUs to be earned, but the award was capped at a payout of no more than 2,500,000 RSUs.

The actual PRSUs earned by Messrs.

Weigand, Clegg and Kao for their Performance Incentive Awards are expected to be granted in 2025, as disclosed in CD&A above, and will appear in this table in subsequent years.

Fiscal Year 2024 Option Exercises and Stock Vested

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Fiscal Year 2024 Potential Payments Upon Termination or Change of Control

Other than as set forth below or described elsewhere in this Item 11, “Executive Compensation,” we do not currently, and did not during fiscal year 2023 have, any arrangements with any of our named executive officers that provide for any additional or enhanced severance or other compensation or benefits in the event of termination or change of control of our Company.

Other than with respect to the 2021 CEO Performance Award, the Company’s stock option agreements generally provide for three months of exercise of vested options after termination of service, one year of exercise after disability, and one year of exercise after death.

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

See “Discussion and Analysis of 2021 CEO Performance Award.” The final two tranches of 400,000 options under the 2021 CEO Performance Award would have been earned thereunder for a change in control occurring on June 30, 2023 (based on the closing stock price of $249.25 on such date).

Other than as set forth below or described elsewhere in this Item 11, “Executive Compensation,” we do not currently, and did not during fiscal year 2024 have, any arrangements with any of our NEOs that provide for any additional or enhanced severance or other compensation or benefits in the event of termination or change of control of our Company.

Other than with respect to each of the 2021 CEO Performance Award and 2023 CEO Performance Award, the Company’s stock option agreements generally provide for three months of exercise of vested options after termination of service, one year of exercise after disability, and one year of exercise after death.

Each of the 2021 CEO Performance Award and 2023 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company.

See “Discussion and Analysis of 2021 CEO Performance Award” and “Discussion and Analysis of 2023 CEO Performance Award,” respectively.

The 2021 CEO Performance Award has fully vested.

With respect to the 2023 CEO Performance Award, the first three tranches consisting of options for 3,000,000 shares under the 2023 CEO Performance Award would have been earned thereunder for a change in control occurring on June 28, 2024 (based on the closing stock price of $81.94 on such date which was the last trading day of fiscal year 2024).

The exercise price under the 2023 CEO Performance Award is $45.00.

As a result, the intrinsic value of these 400,000 options would have been $81.7 million at June 30, 2023.

Fiscal Year 2023 Chief Executive Officer Pay Ratio

As a result, the intrinsic value of these options for 3,000,000 shares would have been $110.8 million on June 28, 2024.

Fiscal Year 2024 CEO Pay Ratio

For fiscal year 2024, the ratio of the annual total compensation of Mr.

Liang, our Chief Executive Officer (“2023 CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr.

Liang (“2023 Median Annual Compensation”), was 0.095 (or ninety-five hundredths) to 1.

Liang, our CEO (“2024 CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr.

Liang (“2024 Median Annual Compensation”), was 197 to 1.

For purposes of this pay ratio disclosure, 2024 CEO Compensation was determined to be $28,103,937, which represents the total compensation reported for Mr.

Liang under the “Fiscal Year 2023 Summary Compensation Table,” plus the Company’s contribution to certain non-discriminatory group health and welfare benefits provided to Mr.

The 2023 Median Annual Compensation for the identified median employee was determined to be $75,170, also including the Company’s contribution to the same non-discriminatory group health and welfare benefits provided to the median employee.

Liang under the “Fiscal Year 2024 Summary Compensation Table,” plus the Company’s contribution to group health and welfare benefits provided to Mr.

2024 Median Annual Compensation for the identified median employee was determined to be $142,498, which includes the Company’s contribution to group health and welfare benefits provided to the median employee.

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

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To identify the median employee, we examined our total employee population as of June 30, 2024 (the “Determination Date”).

We included all 2,367 U.S.

We had included all 2,885 U.S.

full-time, part-time, seasonal and temporary employees of the Company and our consolidated subsidiaries.

We also included all 1,665 full-time, part-time, seasonal and temporary employees of the Company and our consolidated subsidiaries in The Netherlands and Taiwan.

We had also included all 2,609 full-time, part-time, seasonal and temporary employees of the Company and our consolidated subsidiaries in the Netherlands and Taiwan.

We excluded independent contractors and “leased” workers.

We also excluded all our employees in European countries, which together represented approximately 1% of our total employees worldwide (4,155 individuals), which countries consisted of France (8 individuals), Germany (13 individuals), Italy (5 individuals), Spain (1 individual) and United Kingdom (15 individuals).

We also excluded all our employees in China (46 individuals), Japan (30 individuals), and South Korea (5 individuals), which together represented an additional approximately 2% of our total employees worldwide.

We also excluded all our employees in European countries, which together represented approximately 1.5% of our total employees worldwide (5,684 individuals), which countries consisted of Belgium (1 individual), France (10 individuals), Germany (23 individuals), Italy (11 individuals), Spain (9 individual), and United Kingdom (30 individuals).

We also excluded all our employees in China (48 individuals), Japan (40 individuals), Malaysia (2 individuals), and South Korea (16 individuals), which together represented an additional approximately 1.9% of our total employees worldwide (for a total of 3.4% excluded employees).

Our analysis identified 5,494 individuals who were not excluded.

To determine the median of the annual total compensation of all of such employees, other than Mr.

Liang, we generally reviewed compensation for the period beginning on July 1, 2020, and ending on the Determination Date.

We totaled, for each included employee other than Mr.

Liang, we had generally reviewed compensation for the period beginning on July 1, 2023 and ending on the Determination Date.

We had totaled, for each included employee other than Mr.

Liang, base earnings (salary, hourly wages and overtime, as applicable) and cash bonuses paid during the measurement period, plus the Company’s contribution to group health and welfare benefits.

We did not use any statistical sampling or cost-of-living adjustments for those purposes.

A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year (due to mid-measurement period start dates, disability status or similar factors, etc.).

In determining the median employee, we generally annualized the total compensation for such individuals other than temporary or seasonal employees (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates relating to our employee compensation program.

A portion of our employee workforce (full-time and part-time) had worked for less than the full fiscal year (due to mid-measurement period start dates, disability status or similar factors, etc.).

In determining the median employee, we had generally annualized the total compensation for such individuals other than temporary or seasonal employees (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates relating to our employee compensation program.

SMCI | 2024 Form 10-K | 165

In calculating our Chief Executive Officer pay ratio for fiscal year 2023, we did not go through a renewal of the process (described above) of identifying a median employee as was conducted for fiscal year 2021.

This is because we believe that there has been no change in our employee population or employee compensation arrangements during fiscal year 2023 that would result in a significant change to our Chief Executive Officer pay ratio disclosure.

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

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

For fiscal year 2023, we continued to use the same employee identified for fiscal year 2022.

Compensation Program Risk Assessment

We have assessed our compensation programs for fiscal year 2022 and have concluded that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

We have previously assessed our compensation programs and have concluded that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

We concluded that our compensation policies and practices do not encourage excessive or inappropriate risk-taking.

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Under our director compensation policy, we reimburse non-employee directors for reasonable expenses in connection with attendance at Board and committee meetings.

Charles Liang and Sara Liu, who are employees and also serve as directors, do not receive any additional compensation from us specifically for their service as directors.

For their service during fiscal year 2023, our non-employee directors received an annual retainer of $60,000, payable quarterly in cash.

In addition, the Chairperson of our Audit Committee received an additional annual retainer of $30,000 and the Chairperson of each of our Compensation Committee and our Governance Committee received an additional annual retainer of $20,000 and $15,000, respectively, in each case payable quarterly in cash.

Each director serving in a non-chairperson capacity on our Audit Committee received an additional annual retainer of $15,000, each director serving in a non-chairperson capacity on our Compensation Committee received an additional annual retainer of $10,000 and each director serving in a non-chairperson capacity on our Governance Committee received an additional annual retainer of $7,500, in each case payable quarterly in cash.

Each of Charles Liang, Sara Liu and Yih-Shyan (Wally) Liaw, who are employees and also serve as directors, do not receive any additional compensation from us specifically for their service as directors.

In August 2023, the Board adopted an updated director compensation policy which applied for fiscal year 2024.

Under such policy, for their service during a fiscal year, non-employee directors receive an annual retainer of $60,000, payable quarterly in cash.

In addition, the chairperson of the Audit Committee receives an additional annual retainer of $30,000 and the chairperson of each of the Compensation Committee and the Nominating and Corporate Governance Committee receives an additional annual retainer of $20,000 and $15,000, respectively, in each case payable quarterly in cash.

Each director serving in a non-chairperson capacity on the Audit Committee receives an additional annual retainer of $15,000, each director serving in a non-chairperson capacity on the Compensation Committee receives an additional annual retainer of $10,000 and each director serving in a non-chairperson capacity on the Nominating and Corporate Governance Committee receives an additional annual retainer of $7,500, in each case payable quarterly in cash.

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

During fiscal year 2024, each of Messrs.

Fairfax and Liu attended eight Excess Meetings, Mr.

Tuan attended two Excess Meetings, and Mr.

Chan attended one Excess Meeting.

Blair did not attend any Excess Meetings during fiscal year 2023.

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

For fiscal year 2023, we made such grants for non-employee director service under the Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan on August 2, 2022, to such persons serving on such date, which grants had a vesting date of June 30, 2023.

Robert Blair was appointed as a non-employee director on December 19, 2022.

In connection with his appointment, Mr.

Blair received during fiscal year 2023 a pro-rated portion of the annual non-employee director retainer and, on February 3, 2023, an RSU grant with a value equal to a pro-rated portion of $220,000 from the date of his appointment with a vesting date of June 30, 2023.

The following table shows for fiscal year 2023 certain information with respect to the compensation of all of our non-employee directors who served in such capacities during fiscal year 2023:

Fairfax and Liu attended 20 Excess Meetings, Mr.

Tuan attended nine Excess meetings, Ms.

Lin attended four Excess Meetings, and Mr.

Blair attended three Excess Meetings during fiscal year 2024.

In addition, for their service during a fiscal year, non-employee directors also receive an annual equity grant with a value equal to $255,000 (the “Award Value”), with the ultimate number of equity awards granted based on the sixty-trading day average stock price immediately prior to the date of grant (the “Grant Date Stock Price”).

Prior to the grant date of such award, non-employee directors during an open trading window period may elect (the “Election”) to receive such equity awards in the form of RSUs (the “RSU Election Percentage”) or stock options (the “Option Election Percentage”).

Directors may choose to receive the award value as 100% RSUs, 50% RSUs and 50% options, or 100% options.

– In the event of an RSU election, the number of RSUs to be granted is determined by multiplying the Award Value by the RSU Election Percentage, then dividing that amount by the Grant Date Stock Price (with such quotient rounded down), and such RSUs have a vesting date of the last day of the fiscal year for which service was provided;

provided, however, that in the event service by such director shall end prior to such date, a pro rata number of such RSUs vest based upon the length of service from the first day on which service commenced in such fiscal year until the last day of service by such director in such fiscal year.

– In the event of an option election, the number of stock options to be granted is determined by multiplying the Award Value by the Option Election Percentage, then dividing that amount by the Black-Scholes value of the award calculated based on the closing stock price on the day of grant (with such quotient rounded down).

The exercise price of such stock options is the closing stock price on the day of grant, the stock options shall have a vesting date of the last day of the fiscal year for which service was provided, and the term of the stock options awarded is five years from the date of grant;

provided, however, that in the event service by such director ends prior to such date, (i) a pro rata number of such stock options vest based upon the length of service from the first day on which service commenced in such fiscal year until the last day of service by such director in such fiscal year and (ii) vested stock options remain exercisable at any time prior to the expiration of one year after the date of termination of service (but in any event no later than the expiration date of such stock options).

SMCI | 2024 Form 10-K | 166

Non-employee directors who have not made any Election are deemed to have elected an RSU Election Percentage of 100%.

In addition, newly appointed non-employee directors receive their initial equity award in the form of RSUs based upon an RSU Election Percentage of 100%.

Once a non-employee director has made an Election, such Election is deemed to apply to all future equity grants unless such director has notified us during an open trading window period of a different Election.

In addition, following the appointment of a lead independent director in December 2023, the Board also adopted a compensation policy for lead independent director service.

Under such policy, for their service as lead independent director, such director receives an annual retainer of $55,000 (the “Annual Retainer”) for their one-year term of office.

Such director may elect to receive such amount (i) in the form of cash, payable in quarterly installments and prorated for any partial period (a “Cash Election”), (ii) 100% RSUs, (iii) 50% RSUs and 50% options, or (iv) 100% options (each of (ii), (iii) and (iv), an “Equity Election”).

In the event the lead independent director makes an Equity Election (instead of a Cash Election), the ultimate number of equity awards granted for the Annual Retainer will be based on the sixty-trading day average stock price immediately prior to the date of grant (the “LID Grant Date” and the “LID Grant Date Stock Price,” as the case may be).

The LID Grant Date is the date our trading window next opens following the date the lead independent director informs us that he/she desires to make an Equity Election, or as soon as reasonably practical after such date, provided the trading window is open.

– In the event of an RSU election, the number of RSUs to be granted is determined by multiplying the Annual Retainer by the RSU election percentage, then dividing that amount by the LID Grant Date Stock Price (with such quotient rounded down), and such RSUs have a vesting date of the last day of the one-year term of such lead independent director;

provided, however, that in the event service by such lead independent director shall end prior to such date, a pro rata number of such RSUs vest based upon the length of service from the first day on which service as lead independent director commenced until the last day of service by such director as lead independent director.

– In the event of an option election, the number of stock options to be granted is determined by multiplying the Annual Retainer by the option election percentage, then dividing that amount by the Black-Scholes value of the award calculated based on the closing stock price on the day of grant (with such quotient rounded down).

The exercise price of such stock options is the closing stock price on the LID Grant Date, the stock options have a vesting date of the last day of the one-year term of such lead independent director, and the term of the stock options awarded is five years from the date of grant;

provided, however, that in the event service by such lead independent director ends prior to such date, (i) a pro rata number of such stock options vest based upon the length of service from the first day on which service as lead independent director commenced until the last day of service by such director as lead independent director and (ii) vested stock options remain exercisable at any time prior to the expiration of one year after the date of termination of service by such director with us (but in any event no later than the expiration date of such stock options).

The following table shows for fiscal year 2024 certain information with respect to the compensation of all our non-employee directors who served in such capacities during fiscal year 2024:

SMCI | 2024 Form 10-K | 167

FISCAL YEAR 2024 DIRECTOR COMPENSATION (1)

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Judy Lin 77,993 124,163 127,197 — 329,353

Robert Blair (1)

68,184 — 254,505 — 322,689

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Shiu Leung (Fred) Chan (5)

70,705 — 254,505 — 325,210

Tally Liu 140,000 174,344 154,470 — 468,814

Robert Blair was appointed to the Board in December 2022.

(2) This column consists of annual director fees, non-employee committee chairman fees, and other committee member fees, in each case earned for fiscal year 2023.

(1) Susan Mogensen (Susie Giordano) was appointed to the Board in August 2024, and did not receive non-employee director compensation during fiscal year 2024 which ended June 30, 2024.

(2) This column consists of annual director fees, lead independent director fees, non-employee committee chairman fees, and other committee member fees, in each case earned for fiscal year 2024.

(3) The dollar amounts in this column represent the aggregate grant date fair values of the RSU awards granted during fiscal year 2024 calculated in accordance with ASC Topic 718.

Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Item II, Part 8, Note 10, “Stock-based Compensation and Stockholders’ Equity” to our consolidated financial statements for fiscal year 2023 included in the Annual Report.

Each grant of 3,917 RSUs to each of the directors other than Mr.

Blair had a grant date fair value of $56.16 per share, and Mr.

Blair's grant of 1,386 RSUs had a grant date fair value of $84.34 per share.

Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Note 11, “Stock-based Compensation and Stockholders’ Equity” in the Notes to the Consolidated Financial Statements for fiscal year 2024 included in the Annual Report.

The grant of RSUs made in connection with director service to each of Mr.

Tuan had a grant date fair value of $26.25 per share.

The grants of RSUs and options to Mr.

Liu made in connection with lead independent director service had a grant date fair value of $58.35 per share and $26.74 per share, respectively.

(4) The dollar amounts in this column represent the aggregate grant date fair values of the Option awards granted during fiscal year 2024 calculated in accordance with ASC Topic 718.

The grant of options made in connection with director service to each of Mr.

Liu had a grant date fair value of $11.16 per share.

The grant of options to Mr.

Liu made in connection with lead independent director service had a grant date fair value of $26.74 per share.

Chan resigned as a director on March 11, 2024.

The table below sets forth the aggregate number of shares underlying stock and option awards held by our non-employee directors as of June 30, 2024.

Name Stock Awards (1)

Stock Awards (2)

Option Awards

Daniel Fairfax — —

Judy Lin — 11,400

Robert Blair — 22,810

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Tally Liu 860

(1) Susan Mogensen (Susie Giordano) was appointed to the Board in August 2024, and did not receive stock or option awards during fiscal year 2024 which ended June 30, 2024.

(2) For fiscal year 2024, we made grants for non-employee director service under the Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan on August 2, 2022, to such persons serving on such date, which grants had a vesting date of June 30, 2023.

Robert Blair who was appointed as a non-employee director in December 2022, we made a pro-rated grant for his non-employee director service under the Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan on February 3, 2023, which grant also had a vesting date of June 30, 2023.

2020 Equity and Incentive Compensation Plan on August 24, 2023, to such persons serving on such date, which grants had a vesting commencement date of June 30, 2023.

All such awards granted to the non-employee directors vested on June 30, 2024.

As a result, because all such awards had vested, there are no shares underlying stock awards for such persons as of June 30, 2023.

As a result, because all such awards had vested, there are no shares underlying stock awards for such persons as of June 30, 2024, except for Mr.

Liu who received awards of RSUs and options on February 1, 2024 in connection with his service as lead independent director which awards vest on December 6, 2024.

Chan resigned as a director on March 11, 2024.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee as of the date of this Annual Report is a current or former officer or employee of our Company or had any relationship with our Company requiring disclosure.

None of the members of the Compensation Committee as of the date of this Annual Report is a current or former officer or employee of our Company or has had any relationship with our Company requiring disclosure.

In addition, during fiscal year 2024, 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 and Mr.

Tally Liu served on the Compensation Committee during all of fiscal year 2023.

Dan Fairfax served on the Compensation Committee during a portion of fiscal year 2023 with his appointment commencing on October 26, 2022.

SMCI | 2024 Form 10-K | 168

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of July 31, 2023, by:

• Each of the named executive officers during fiscal year 2023;

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of January 31, 2025, by:

• Each of the NEOs during fiscal year 2024;

• Each of our directors;

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Outstanding (3)

Executive Officers and Directors:

NEOs and Directors:

Charles Liang (4)

3 unchanged sentences

David Weigand (7)

Sherman Tuan (8)

78,801,056 13.0 %

1 unchanged sentence

Daniel Fairfax 198,330 *

Shiu Leung (Fred) Chan 36,917 *

Judy Lin (10)

Robert Blair (11)

Yih-Shyan (Wally) Liaw (12)

15,610,235 2.6 %

Susan Mogensen (Susie Giordano)

All directors and executive officers as a group (13)

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5% Holders Not Listed Above:

Disciplined Growth Investors Inc.

3,966,880 7.5 %

BlackRock, Inc.

2 unchanged sentences

61,946,070 10.4 %

Total executives, directors & 5% or more stockholders 42.3 %

Entities Affiliated with G1 Execution Services, LLC (16)

30,807,190 5.2 %

Total executive officers, directors & 5% or more stockholders

* Represents beneficial ownership of less than one percent of the outstanding shares of common stock

2 unchanged sentences

(2) Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or RSUs subject to vesting.

As a result, amounts reported by beneficial owners in this table may differ from amounts reported in Section 16 filings made by such person.

(3) Calculated on the basis of 52,905,947 shares of common stock outstanding as of July 31, 2023, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after July 31, 2023 are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.

(4) Includes 1,096,750 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2023.

(3) Calculated on the basis of 593,481,352 shares of common stock outstanding as of January 31, 2025, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after January 31, 2025 are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.

(4) Includes 11,300,000 shares issuable upon the exercise of options exercisable within 60 days after January 31, 2025.

Additionally, 1,000,000 shares from first tranche of FY2023 CEO Performance Grant was not reported in this table but will be exercisable within 60 days after January 31, 2025 upon certification by the Board shortly after the filing of this Annual Report.

Also includes 26,477,520 shares jointly held by Mr.

Liang and Sara Liu, his spouse, 44,406 shares held directly by Ms.

Liu and 1,333 RSU shares issuable within 60 days after July 31, 2023.

Liu and 48,540 options exercisable by, and 4,470 RSU shares issuable to, Ms.

Liu within 60 days after January 31, 2025.

See footnote 8.

(5) Includes 29,226 options exercisable and 812 RSU shares issuable within 60 days after July 31, 2023.

(6) Includes 31,219 options exercisable and 652 RSU shares issuable within 60 days after July 31, 2023.

(7) Includes 48,218 options exercisable and 2,590 RSU share issuable within 60 days after July 31, 2023.

(8) Includes 2,500 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2023.

(9) Includes 1,333 RSU shares issuable within 60 days after July 31, 2023.

(5) Includes 39,950 options exercisable and 1,020 RSU shares issuable within 60 days after January 31, 2025.

(6) Includes 212,660 options exercisable and 1,830 RSU share issuable within 60 days after January 31, 2025.

(7) Includes 208,440 options exercisable and 2,670 RSU share issuable within 60 days after January 31, 2025.

(8) Includes 48,540 options exercisable and 4,470 RSU shares issuable within 60 days after January 31, 2025.

Also includes 26,477,520 shares jointly held by Ms.

Liang, her spouse, 4,074,965 shares held by Charles Liang, and 1,096,750 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2023.

Liang, her spouse, 40,926,120 shares held by Charles Liang, and 11,300,000 shares issuable to Mr.

Liang upon the exercise of options exercisable within 60 days after January 31, 2025.

See footnote 4.

(10) Includes 1,213,300 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2023.

(11) The information is based solely on the Schedule 13-F filed on May 15, 2023.

The address for the reporting person is 150 S.

Suite 2550, Minneapolis, MN 55402.

(9) Includes 12,420 options exercisable within 60 days after January 31, 2025.

(10) Includes 11,400 options exercisable within 60 days after January 31, 2025.

SMCI | 2024 Form 10-K | 169

(11) Includes 22,810 options exercisable within 60 days after January 31, 2025.

(12) Includes 178,120 options exercisable and 8,750 RSU shares issuable within 60 days after January 31, 2025.

(13) Includes 12,053,080 shares issuable upon the exercise of options exercisable within 60 days after January 31, 2025.

(14) The information is based solely on the Amendment No.

2 to Schedule 13G filed on January 6, 2023.

4 to Schedule 13G filed on October 25, 2024.

BlackRock, Inc.

has sole voting power over 38,386,020 shares of common stock and sole dispositive power over 41,338,350 shares of common stock.

The address for the reporting person is 55 East 52nd Street, New York, New York 10055.

The address of the reporting person is 50 Hudson Yards, New York, New York 10001.

(15) The information is based solely on the Amendment No.

2 to Schedule 13G filed on February 9, 2023.

4 to Schedule 13G filed on April 10, 2024.

The Vanguard Group has shared voting power over 1,302,100 shares of common stock, sole dispositive power over 59,498,950 shares of common stock and shared dispositive power over 2,447,120 shares of common stock.

The address for the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

The address of the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(16) The information is based solely on the Schedule 13G filed on November 14, 2024 by G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC, which are affiliated independent broker-dealers.

G1 Execution Services, LLC has sole voting power over 7,780 shares, shared voting power over 30,807,190 shares, sole dispositive power over 7,780 shares, and shared dispositive power over 30,807,190 shares.

Susquehanna Investment Group has sole voting power over 966,000 shares, shared voting power over 30,807,190 shares, sole dispositive power over 966,000 shares and shared dispositive power over 30,807,190 shares.

Susquehanna Securities, LLC has sole voting power over 29,833,410 shares, shared voting power over 30,807,190 shares, sole dispositive power over 29,833,410 shares, and shared dispositive power over 30,807,190 shares.

The address of G1 Execution Services, LLC is 175 W.

Jackson Blvd., Suite 1700, Chicago, IL 60604.

The address of each of Susquehanna Investment Group and Susquehanna Securities, LLC is 401 E.

City Avenue, Suite 220, Bala Cynwyd, PA 19004.

Equity Compensation Plan Information

We currently maintain three compensation plans that provide for the issuance of our Common Stock to officers and other employees, directors and consultants.

These plans consist of the 2006 Equity Incentive Plan, the 2016 Equity Incentive Plan and the 2020 Equity and Incentive Compensation Plan.

These plans consist of the 2006 Equity Incentive Plan, the 2016 Equity Incentive Plan and the 2020 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.

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, 2024:

6 unchanged sentences

warrants and rights

(b)(2)(3) Number of securities

Number of securities

remaining available

11 unchanged sentences

Certain Relationships and Related Transactions and Director Independence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Procedures for Approval of Related Person Transactions

15 unchanged sentences

Liu received total compensation of $8,089,915 in fiscal year 2024.

The total compensation includes salary, bonus and equity awards.

The total compensation includes equity gain of $7,728,778 (principally from the exercise of stock options and RSU release), in addition to salary and bonus.

As of June 30, 2024, 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 information systems organization in San Jose, California.

Kao received total compensation of $779,471 in fiscal year 2024.

The total compensation includes salary, bonus and equity awards.

The total compensation includes equity gain of $545,637 (principally from the RSU release), in addition to salary and bonus.

As of June 30, 2024, Mien-Hsia (Michelle) Hung, who is a sister-in-law of Sara Liu, our Co-Founder and Senior Vice President and a director, is employed in our marketing organization in Taiwan.

Hung received total compensation of $422,058 in fiscal year 2024.

The total compensation includes salary, bonus and equity awards.

The total compensation includes equity gain of $325,752 (principally from the exercise of stock options and RSU release), in addition to salary and bonus.

As of June 30, 2024, Sara Liu, who is Charles Liang's spouse and is related to Mr.

Hung as outlined above, is a Co-Founder, Senior Vice President, and director of the Company, and received total compensation of $4,373,303 in fiscal year 2024.

The total compensation includes equity gain of $8,811,517 (principally from the exercise of stock options), in addition to salary and bonus.

The total compensation includes equity gain of $3,894,006 (principally from the exercise of stock options and RSU release), in addition to salary and bonus.

As of June 30, 2024, 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, is employed in our systems engineering organization in San Jose, California.

Liang received total compensation of $233,933 in fiscal year 2024.

The total compensation includes equity gain of $132,545 (principally from the RSU release), in addition to salary and bonus.

Yih-Shyan (Wally) Liaw was appointed to our Board as a Class II director in December 2023.

Prior to his appointment as a director, he returned to our company as a consultant in May 2021, advising with respect to business development matters.

In August 2022, Mr.

Liaw returned to full-time employment with our company as Senior Vice President, Business Development.

See “Item 10 – Executive Officers and Directors” for additional information with respect to Mr.

Liaw’s background.

As an employee, Mr.

Liaw received total compensation of $3,601,365 in fiscal year 2024.

The total compensation includes an equity gain of $3,047,319 (principally from the RSU release), in addition to salary and bonus.

SMCI | 2024 Form 10-K | 171

Transactions with Ablecom and Compuware

We have entered into a series of agreements with Ablecom Technology Inc.

("Ablecom"), a Taiwan corporation, and one of its affiliates, Compuware Technology, Inc ("Compuware").

We have entered into a series of agreements with Ablecom, a Taiwan corporation, and one of its affiliates, Compuware.

Ablecom’s ownership of Compuware is below 50% but Compuware remains a related party as Ablecom still has significant influence over the operations.

Ablecom’s Chief Executive Officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board.

Steve Liang and his family members owned approximately 28.8% of Ablecom’s stock and Charles Liang and his spouse, Sara Liu, who is also an officer and director of our company, collectively owned approximately 10.5% of Ablecom’s capital stock as of June 30, 2023.

Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the Board of Directors of Ablecom.

Bill Liang is also the Chief Executive Officer of Compuware, a member of Compuware’s Board of Directors and a holder of a significant equity interest in Compuware.

Steve Liang is also a member of Compuware’s Board of Directors and is an equity holder of Compuware.

Charles Liang and his spouse, Sara Liu, who is also an officer and director of our company, collectively owned approximately 10.5% of Ablecom’s capital stock as of June 30, 2024.

Based upon information publicly available in Taiwan on April 30, 2024 for Leadtek (as defined below), (i) Steve Liang, his spouse, and entities owned by Steve Liang and his family members owned approximately 35% of Ablecom’s stock, (ii) a sibling of Yih-Shyan (Wally) Liaw, who is our Senior Vice President, Business Development and a director, owns approximately 11.7% of Ablecom’s capital stock, and (iii) Bill Liang, a brother of both Charles Liang and Steve Liang, owned approximately 1.77% of Ablecom’s stock.

Bill Liang is also a member of the Board of Directors of Ablecom.

Bill Liang is also the Chief Executive Officer of Compuware, and Chairman of Compuware’s Board of Directors.

Steve Liang is also a member of Compuware’s Board of Directors.

Based upon information publicly available in Taiwan on April 30, 2024 for Leadtek (as defined below), (i) Ablecom owned approximately 15.0% of Compuware’s stock, (ii) Bill Liang, his family members, and entities owned by Bill Liang and his family members owned approximately 16.0% of Compuware’s stock, (iii) a sibling of Yih-Shyan (Wally) Liaw, who is our Senior Vice President, Business Development and a director, owns approximately 8.7% of Compuware’s capital stock.

Neither Charles Liang nor Sara Liu own any capital stock of Compuware, and the Company does not own any of Ablecom or Compuware's capital stock.

We have entered into a series of agreements with Ablecom, including multiple product development, production and service agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space.

We have entered into a series of agreements with Ablecom, including multiple product development, production and service agreements, credit agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space.

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.

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We have agreed to pay for the cost of chassis and related product tooling and engineering services and will pay for those items when the work has been completed.

We entered into a distribution agreement with Compuware, under which we appointed Compuware as a non-exclusive distributor of our products in Taiwan, China and Australia.

We have appointed Compuware as a non-exclusive authorized distributor of our products in Taiwan, China and Australia.

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 | 2023 Form 10-K | 138

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.

We have also entered into a series of agreements with Compuware, including multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space.

We have credit agreements with Compuware that outline the terms and conditions governing their business dealings.

Under these agreements, we outsource to Compuware a portion of our design activities and a significant part of our manufacturing of components, particularly power supplies.

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We retain full ownership of any intellectual property resulting from the design of these products and tooling.

With respect to the manufacturing aspects of the relationship, Compuware purchases most of materials needed to manufacture the power supplies from outside markets and uses these materials to manufacture the products and then sell to us.

With respect to the manufacturing aspects of the relationship, Compuware purchases most of the materials needed to manufacture the power supplies from outside markets and uses these materials to manufacture the products and then sell to us.

We review and frequently negotiate with Compuware the prices of the power supplies that we purchase from Compuware.

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For the fiscal years ended June 30, 2024, 2023 and 2022, we paid Ablecom $16.5 million, $12.1 million and $8.3 million, respectively, for design services, tooling assets and miscellaneous costs.

SMCI | 2024 Form 10-K | 172

Compuware’s sales of our products to others comprise a majority of Compuware’s net sales.

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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.

In exchange for this discount, Compuware assumes the responsibility to install our products at the site of the end customer and administers first-level customer support.

In exchange for this discount, Compuware assumes the responsibility of installing our products at the site of the end customer and administers first-level customer support.

For the fiscal years ended June 30, 2024, 2023 and 2022, we purchased products from Compuware totaling $280.8 million, $217.0 million and $170.3 million, respectively.

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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 $23.7 million, $36.0 million and $40.2 million at June 30, 2023, 2022 and 2021, respectively, representing the maximum exposure to financial loss.

Our outstanding non-cancelable purchase orders to Ablecom were $58.8 million , $23.7 million and $36.0 million at June 30, 2024, 2023 and 2022, 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 $46.8 million, $44.3 million and $71.0 million at June 30, 2023, 2022 and 2021, respectively, representing the maximum exposure to financial loss.

Our outstanding non-cancelable purchase orders to Compuware were $93.5 million , $46.8 million and $44.3 million at June 30, 2024, 2023 and 2022, 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.

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Certain affiliates of Ablecom serve as directors of the Management Company.

See Note 1 to our consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding the Management Company.

See Note 1,“Organization and Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding the Management Company.

SMCI | 2024 Form 10-K | 173

Tripartite Agreement .

On November 8, 2021, Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwan corporation and wholly-owned subsidiary of the Company, entered into a Tripartite Agreement (the “Agreement”) with Ablecom and Compuware related to a three-way purchase of land.

Ablecom has advised that its underlying agreements to acquire land from the third-party landowners in proximity to the Company’s campus in Bade, Taiwan have been terminated, and during the quarter ended December 31, 2022, the Agreement was terminated.

Other transactions

During the fiscal year ended June 30, 2024, we made $0.5 million in sales and purchased $0.1 million in products from Green Earth Liang’s Inc., an entity affiliated with our Chief Executive Officer .

Such sales were made at market prices and on other terms which were arm’s length.

During fiscal year 2024 we sold approximately $0.1 million of products indirectly to Aeon Lighting Technology Inc.

(“Aeon Lighting”) through a systems integrator.

Aeon Lighting is a company incorporated under the laws of Taiwan and owned more than 10% by James Liang, a brother of Charles Liang.

James Liang is also a director of Aeon Lighting and serves as CEO of such entity.

The Company’s products were sold at market prices and on arm’s length terms.

In October 2023, Ablecom and Compuware acquired an approximate 30% interest in Leadtek Research Inc.

(“Leadtek”), a Taiwan company specializing in providing professional graphics cards and workstation solutions (the “Leadtek Investment”).

Prior to the Leadtek Investment, none of the Company’s related persons had direct or indirect material interests in any transactions in which the Company was a participant with Leadtek.

Accordingly, no prior disclosure of transactions with Leadtek was required under Item 404(a) of Regulation S-K.

Commencing with the closing of the Leadtek Investment, Steve Liang and Bill Liang have served as two of the seven members of the Leadtek board of directors.

At the time of Leadtek Investment, Leadtek was, and it continues to be, an authorized reseller of the Company.

Since the closing of the Leadtek Investment, the Company has engaged in transactions whereby it sold $1.4 million of servers to Leadtek and $2.1 million of purchases of graphics cards from Leadtek.

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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Principal Accounting Fees and Services

The Audit Committee appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2023.

As we previously disclosed in our Current Report on Form 8-K filed with the SEC on March 15, 2023, Deloitte & Touche LLP has been dismissed effective upon completion of the audit of the financial statements for fiscal year 2023.

The Audit Committee approved the engagement of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending June 30, 2024, and EY has been engaged.

Deloitte & Touche LLP had served as our independent registered public accounting firm for the fiscal year 2023 and had been dismissed upon effective completion of the audit of the financial statements for the fiscal year 2023.

On March 15, 2023, the Audit Committee appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year 2024.

On October 24, 2024, EY resigned from its position as our independent registered public accounting firm.

On November 18, 2024, the Audit Committee appointed BDO USA, P.C.

(“BDO”) as our independent registered public accounting firm for the fiscal year 2024.

Independent Registered Public Accounting Firm Fees and Services

The following table sets forth the aggregate audit fees billed to us by our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”), and fees paid to Deloitte for services in the fee categories indicated below for fiscal years 2023 and 2022.

The Audit Committee has considered the scope and fee arrangements for all services provided by Deloitte, taking into account whether the provision of non-audit services is compatible with maintaining Deloitte’s independence, and has pre-approved the services described below.

The following table sets forth the aggregate audit fees billed to us by:

– BDO, fees paid to BDO for services in the fee categories indicated below for fiscal year 2024;

– Deloitte Touche Tohmatsu LLP, and their respective affiliates (collectively, “Deloitte”), in fiscal year 2023, as well as fees paid to Deloitte for services in the fee categories indicated below for fiscal year 2023.

The Audit Committee considered the scope and fee arrangements for all services provided by BDO and Deloitte, as the case may be, taking into account whether the provision of non-audit services was compatible with maintaining the independence of the respective independent registered public accounting firm, and had pre-approved the respective services described below.

Amounts in '000s June 30, 2024 June 30, 2023

Audit Fees (1)

$ 8,000 (1) $ 4,756 (2)

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Total $ 8,000 $ 5,203

(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.

(1) Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements.

(2) Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements, review of consolidated financial statements and certain statutory audits.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has determined that all services performed by Deloitte & Touche LLP are compatible with maintaining the independence of Deloitte & Touche LLP.

The Audit Committee determined all services performed by BDO and Deloitte, as the case may be, were compatible with maintaining the independence of such firm during the period it served as our independent registered public accounting firm.

The Audit Committee’s policy on approval of services performed by the independent registered public accounting firm is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm during the fiscal year.

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(1) Financial Statements

SMCI | 2024 Form 10-K | 175

Index to Consolidated Financial Statements Page

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

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(2) Financial Statement Schedules

SMCI | 2023 Form 10-K | 141

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.

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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)

as amended by the Certificate of Amendment to Amended and Restated Certificate of Incorporation of Super Micro Computer, Inc.

3.2 Amended and Restated Bylaws of Super Micro Computer, Inc.

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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)

Description of Securities

First Supplemental Indenture, as of February 20, 2025 between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.3 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 21, 2025)

Second Supplemental Indenture, as of February 20, 2025 between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.4 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 21, 2025)

Form of Amended and Restated Indenture, between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (included within Exhibit 4.4)

Form of Note, between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (included within Exhibit 4.5)

Indenture related to 2.25% Convertible Senior Notes due 2028, as of February 20, 2025 between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 21, 2025)

SMCI | 2024 Form 10-K | 176

Form of Note, between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (included within Exhibit 4.7)

10.1* 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.

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333-210881) filed with the Securities and Exchange Commission on April 22, 2016)

SMCI | 2023 Form 10-K | 142

10.10* 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)

10.11 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)

10.12 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)

10.13 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)

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.

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001-33383) filed with the Securities and Exchange Commission on December 19, 2019)

10.17 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)

10.18 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 (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)

10.19 Summary of Terms & Conditions 10-Year Term Loan Facility, dated May 6, 2020 between Super Micro Computer Inc.

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)

Form of Notice of Grant of Stock Option under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.2 from the Company’s Quarterly Report on Form 10-Q (Commission File No.

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001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

SMCI | 2024 Form 10-K | 177

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)

10.25 General Credit Agreement dated as of December 2, 2020 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 December 4, 2020)

10.26 Notification and Confirmation of Conditions for Import Loan, dated as of December 2, 2020 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 December 4, 2020)

Form of Notice of Grant of Performance Based Stock Option to Mr.

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001-33383) filed with the Securities and Exchange Commission on March 4, 2021)

SMCI | 2023 Form 10-K | 143

Nonqualified Stock Option Award Agreement associated with the Notice of Grant of Performance Based Stock Option to Mr.

1 unchanged sentence

001-33383) filed with the Securities and Exchange Commission on March 4, 2021)

10.29 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 (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)

10.30 General Agreement for Omnibus Credit Lines dated as of July 20, 2021 between Super Micro Computer, Inc.

Taiwan and CTBC Bank Co., 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 July 26, 2021)

10.31 Agreement for Individually Negotiated Terms and Conditions dated as of October 3, 2022 between Super Micro Computer, Inc.

Taiwan and CTBC Bank Co., Ltd.

(Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on 10-Q (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 4, 2022)

10.32 Summary of Short-Term Credit Facilities and 75 Month Term Loan Facility from CTBC Bank Co., Ltd.

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)

10.33 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)

10.34 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)

10.35 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)

10.36 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)

10.37 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)

10.38 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)

10.39 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)

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.

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001-33383) filed with the Securities and Exchange Commission on November 5, 2021)

SMCI | 2023 Form 10-K | 144

10.42 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)

10.43 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)

10.44 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)

10.45+ English language translation of the Omnibus Credit Authorization Agreement dated as of June 17, 2023 between Super Micro Computer, Inc.

Taiwan and Mega International Commercial Bank

10.46 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)

10.47+ English language translation of the Credit Authorization Approval Notice dated as of M ay 25, 2023 between Super Micro Computer, Inc.

Taiwan and Mega International Commercial Bank (Linkou Branch)

10.23 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)

10.49 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)

10.50 English language translation of Credit Approval Notice dated as of May 13, 2022 from Chang Hwa Commercial Bank, Ltd.

(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 August 29, 2022)

10.51 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)

10.52 Notification and Confirmation of Credit Conditions, dated as of August 9, 2022 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.

2020 Equity and Incentive Compensation Plan, as amended and restated, effective January 22, 2024 (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 25, 2024)

10.24 Form of Restricted Stock Units Notice of Grant and Agreement (Associated with the Director Compensation Plan adopted in August 2023) (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 August 28, 2023)

10.53 First Amendment to Loan Agreement dated as of August 17, 2022 by and between Cathay Bank and Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 10.58 from the Company’s Annual Report on Form 10-K (Commission File No.

10.25 Form of Notice of Grant of Stock Option and Nonqualified Stock Option Award Agreement (Associated with the Director Compensation Plan adopted in August 2023) (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 August 28, 2023)

10.54 Second Amendment to Loan Agreement dated as of October 13, 2022 by and between Cathay Bank and Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on 10-Q (Commission File No.

Form of Notice of Grant of Performance Based Stock Option to Mr.

Charles Liang (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 20, 2023)

10.55 Facility Letter dated as of February 7, 2023 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.

Nonqualified Stock Option Award Agreement associated with the Grant Notice (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 November 20, 2023)

10.28 Purchase and Sale Agreement, dated as of January 26, 2024, between Caracol Property Owner LLC 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 February 1, 2024)

10.56† Notification and Confirmation of Credit Conditions, dated as of June 17, 2023 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.

10.29 Form of [Base][Additional]Capped Call Confirmation (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 February 28, 2024)

Master Colocation Services Agreement, dated June 14, 2024, by and between Super Micro Computer, Inc.

and 4701 Santa Fe, LLC (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 21, 2024)

10.57+ Form of Restricted Stock Units Notice of Grant and Agreement ( Assoc iated with the Director Compensation Plan adop ted in August 2023 )

10.58+ Form of Notice of Grant of Stock Option and Nonqualified Stock Option Award Agreement ( Associated with the Director Compensation Plan adopted in August 2023 )

Service Order MCSA-001, dated June 14, 2024, by and between Super Micro Computer, Inc.

and 4701 Santa Fe, LLC (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 June 21, 2024)

Sublicense, dated June 14, 2024, by and between Super Micro Computer, Inc.

and Lambda, Inc.

(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 June 21, 2024)

10.33 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)

SMCI | 2024 Form 10-K | 178

10.34 Notification and Confirmation of Credit Conditions for Medium-Term Credit Loan dated November 14, 2024 (C246200157604) (Incorporated by reference to Exhibit 10.1 filed with the Company’s Current report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 20, 2024).

10.35 Notification and Confirmation of Credit Conditions for Medium-Term Credit Loan dated November 14, 2024 (C246200157603) (Incorporated by reference to Exhibit 10.2 filed with the Company’s Current report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 20, 2024).

10.36 General Agreement for Omnibus Credit Lines dated as of February 16, 2024 between Super Micro Computer, Inc.

Taiwan and CTBC Bank Co., Ltd.

(Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 20, 2024)

10.37 Agreement for Individually Negotiated Terms and Conditions dated as of September 28, 2023 between Super Micro Computer, Inc.

Taiwan and CTBC Bank Co., Ltd.

(incorporated by reference to Exhibit 10.2 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on October 2, 2023)

10.38 Summary of Short-Term Credit Facilities with CTBC Bank Co., Ltd.

dated as of January 23, 2024 (Incorporated by reference to Exhibit 10.3 filed with the Company’s Current report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 20, 2024)

10.39 Form of Amendment Agreement to the Capped Call Confirmations (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 February 21, 2025)

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)

19.1+ Insider Trading Policy

16.1 Ernst & Young LLP Letter dated October 29, 2024 (Incorporated by reference to Exhibit 16.1 filed with the Company’s Current report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on October 30, 2024)

19.1 Insider Trading Policy (Incorporated by reference to Exhibit 19.1 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 28, 2023)

21.1+ Subsidiaries of Super Micro Computer, Inc.

23.1+ Consent of Independent Registered Public Accounting Firm

23.1+ Consent of Independent Registered Public Accounting Firm ( BDO USA , P.C.

Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)

24.1+ Power of Attorney (included in signature pages)

31.1+ Certification of Charles Liang, President and CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2+ Certification of David Weigand , CFO and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+ Certification of Charles Liang, President and CEO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+ Certification of David Weigand, CFO and Secretary Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

31.1+ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2+ Certification of Chief Financial Officer p ursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+ Certification of C hief Financial Officer p ursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy Relating to Recovery of Erroneously Awarded Compensation

101.INS+ XBRL Instance Document

7 unchanged sentences

‡ Certain portions of this document, the disclosure of which would constitute a clearly unwarranted invasion of personal privacy, have been redacted in accordance with Regulation S-K Item 606(a)(6)

SMCI | 2024 Form 10-K | 179

† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)

1 unchanged sentence

SMCI | 2024 Form 10-K | 180

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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUPER MICRO COMPUTER, INC.

August 25, 2023 /s/ Charles Liang

February 25, 2025 /s/ Charles Liang

Charles Liang

6 unchanged sentences

Name Title Date

/s/ Charles Liang President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) August 25, 2023

/s/ Charles Liang President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) February 25, 2025

CHARLES LIANG

/s/ David Weigand Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) August 25, 2023

/s/ David Weigand Senior Vice President, Chief Financial Officer (Principal Financial Officer)

February 25, 2025

DAVID WEIGAND

/s/ Sara Liu Director August 25, 2023

/s/ Daniel Fairfax Director August 25, 2023

/s/ Kenneth Cheung

Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

February 25, 2025

KENNETH CHEUNG

/s/ Sara Liu Director February 25, 2025

/s/ Daniel Fairfax Director February 25, 2025

DANIEL FAIRFAX

/s/ Judy Lin Director August 25, 2023

/s/ Robert Blair Director August 25, 2023

/s/ Sherman Tuan Director August 25, 2023

/s/ Shiu Leung (Fred) Chan Director August 25, 2023

SHIU LEUNG (FRED) CHAN

/s/ Tally Liu Director August 25, 2023

/s/ Judy Lin Director February 25, 2025

/s/ Robert Blair Director February 25, 2025

/s/ Sherman Tuan Director February 25, 2025

/s/ Susan Mogensen (Susie Giordano)

Director February 25, 2025

SUSAN MOGENSEN (SUSIE GIORDANO)

/s/ Tally Liu Director February 25, 2025

/s/ Yih-Shyan (Wally) Liaw

Director February 25, 2025

YIH-SHYAN (WALLY) LIAW

SMCI | 2024 Form 10-K | 182

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