SUPER MICRO COMPUTER, INC.

980 Rock Avenue

San Jose, California 95131

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON ~~WEDNESDAY,~~FRIDAY, MAY ~~18, 2022~~19, 2023

GENERAL INFORMATION

The enclosed proxy is being solicited by our Board for use in connection with the Annual Meeting of stockholders to be held on ~~Wednesday,~~Friday, May ~~18, 2022~~19, 2023 solely online by remote communication, in a virtual only format at www.virtualshareholdermeeting.com/~~SMCI2022~~SMCI2023. You will be able to access, participate in, and vote at the Annual Meeting at www.virtualshareholdermeeting.com/~~SMCI2022~~SMCI2023 by using the 16-digit control number included on the proxy card and voting instruction form. Stockholders admitted to the virtual meeting using their control number may submit questions, vote or view our list of stockholders during the Annual Meeting by following the instructions that will be available on the meeting website. Stockholders may log into the meeting platform beginning at 1:45 p.m. Pacific Time on May ~~18, 2022.~~19, 2023. To submit a question during the meeting, visit www.virtualshareholdermeeting.com/~~SMCI2022~~SMCI2023, enter your 16-digit control number, type your question into the “Ask a Question” field and click “Submit.” Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. The Annual Meeting is not to be used as a forum to present personal matters, or general economic, political or other views that are not directly related to the business of the Company and the matters properly before the Annual Meeting, and therefore questions on such matters will not be answered. Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints will be posted online and answered at https://ir.supermicro.com. The questions and answers will be available as soon as practical after the Annual Meeting and will remain available until one week after posting.

This Proxy Statement and the accompanying proxy card and notice were first made available on or about April ~~13, 2022~~14, 2023 to all stockholders entitled to vote at the Annual Meeting.

This Proxy Statement and our annual report for the year ended June 30, ~~2021~~2022 (the “Annual ~~Report~~”Report”) are available on our website at www.supermicro.com and, prior to the meeting date, at www.proxyvote.com.

You may request that we send future proxy materials to you electronically by e-mail or in printed form by mail by going to www.proxyvote.com. If you elect to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail or printed form by mail will remain in effect until you terminate it. We encourage you to elect to receive future proxy materials by e-mail, which will allow us to provide you with the information you need in a more timely manner, will save us the cost of printing and mailing documents to you and will conserve natural resources.

In this Proxy Statement:

•“We”We”, ~~“us~~”“us”, ~~“our~~”“our”, ~~“Company~~”“Company” and ~~“Supermicro~~”“Supermicro” refer to Super Micro Computer, Inc. with its principal executive offices located at 980 Rock Avenue, San Jose, CA 95131

•“Annual ~~Meeting~~”Meeting” or ~~“Meeting~~”“Meeting” means our Annual Meeting of Stockholders following our fiscal year ~~2021~~2022

•“Board of ~~Directors~~”Directors” or ~~“Board~~”“Board” means our Board of Directors

•“~~SEC~~”SEC” means the Securities and Exchange Commission

We have summarized below important information with respect to the Annual Meeting.

The following chart outlines the FOUR proposals and our voting recommendations:


Proposal No.	Proposal	Recommendation

No. 1	Election of each of the nominees as Class ~~III~~I director	FOR each of the nominees

No. 2	Approval, on a non-binding advisory basis, of our named executive officers’ compensation	FOR

No. 3	Vote, on a non-binding advisory basis, to approve our holding future advisory votes on named executive officer compensation every one, two, or three years	for every ONE YEAR

No. 4	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending June 30, ~~2022~~	~~FOR~~

~~No. 4~~	~~Approval of the amendment and restatement of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan~~2023	FOR

Please see “Questions and ~~Answers~~”Answers” for a list of frequently asked questions and answers relating to this proxy statement and the Annual Meeting.

PROPOSAL 1

ELECTION OF CLASS ~~III~~I DIRECTORS

Composition of the Board

The authorized number of directors of the Company as of the date of this proxy statement is eight. There are currently eight directors. Our Amended and Restated Certificate of Incorporation provides for a classified board of directors divided into three classes. The members of each class are elected to serve a three-year term with the term of office for each class ending in consecutive years. Vacancies may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Alternatively, the Board, at its option, may reduce the number of directors, provided that no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. Directors chosen to fill newly created directorships hold office for a term expiring at the next annual meeting of stockholders to which the term of the office of the class to which they have been elected expires.

At this year’s Annual Meeting, the terms of our three current Class ~~III~~I directors will expire. The ~~Board has reduced the number of Class III directors from three to two, and the~~ Board’s nominees for the ~~two~~three Class ~~III~~I directors are ~~Shiu Leung (Fred) Chan~~Charles Liang, Sherman Tuan and ~~Daniel Fairfax. Ms. Saria Tseng, a current Class III director, will serve the remainder of her term, which will end with the Annual Meeting.~~Tally Liu. Messrs. ~~Chan~~Liang, Tuan, and ~~Fairfax~~Liu have agreed to serve, if elected, and the Board has no reason to believe they will be unable to serve. The Board recommends that shareholders vote in favor of each of Messrs. ~~Chan~~Liang, Tuan, and ~~Fairfax. As a result of the foregoing, the number of authorized directors following the Annual Meeting will be seven.~~Liu.

Proxies may not be voted for more than ~~two~~three Class ~~III~~I directors. Assuming a quorum is present, the ~~two~~three director nominees who ~~receives~~receive the highest number of the votes cast by the stockholders entitled to vote at the election will be elected as Class ~~III~~I directors. There are no other nominees for Class I directors. In the event that a nominee is unable or unwilling to serve, the enclosed proxy will be voted to elect the replacement nominee designated by the Board, unless the Board instead decides to reduce the number of directors.


			THE BOARD RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE NOMINEES TO SERVE AS A CLASS ~~III~~I DIRECTOR. PROXIES WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.

The following table sets forth the class and committee composition for the nominees for election as directors and the directors whose terms of office will continue after the meeting.

Name (Age)(1)

Class

Expiration of Term

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee (the “Governance Committee”)

Charles Liang ~~(64)~~(65)

~~Annual General Meeting following fiscal year 2022~~

Director Nominee

Sherman Tuan ~~(68)~~(69)

~~Annual General Meeting following fiscal year 2022~~

Director Nominee

Chair

Member

Tally Liu ~~(71)~~(72)

~~Annual General Meeting following fiscal year 2022~~

Director Nominee

Chair

Member

~~Sara Liu (60)~~Robert Blair (75)

Annual General Meeting following fiscal year 2023

Judy Lin ~~(69)~~(70)

Annual General Meeting following fiscal year 2023

Member

Sara Liu (61)

Annual General Meeting following fiscal year 2023

Daniel Fairfax ~~(66)~~(67)

III

~~Director Nominee~~

Annual General Meeting following fiscal year 2024

Member

Shiu Leung (Fred) Chan ~~(74)~~(75)

III

~~Director Nominee~~

Annual General Meeting following fiscal year 2024

Member

Chair

______________________

(1)Ages are as of April 13, ~~2022.~~2023.

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 April 1, 2022)
Board Diversity Matrix (As of April 1, 2023)						Board Diversity Matrix (As of April 1, 2023)
Total Number of Directors	Total Number of Directors	8				Total Number of Directors	8
		Female	Male	Non-Binary	Did Not Disclose Gender		Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	Directors	3	5	0	0	Directors	2	6	0	0
Part II: Demographic Background
African American or Black	African American or Black	0			0	African American or Black	0			0
Alaskan Native or Native American	Alaskan Native or Native American	0			0	Alaskan Native or Native American	0			0
Asian	Asian	3	4	0	0	Asian	2	4	0	0
Hispanic or Latinx	Hispanic or Latinx	0			0	Hispanic or Latinx	0			0
Native Hawaiian or Pacific Islander	Native Hawaiian or Pacific Islander	0			0	Native Hawaiian or Pacific Islander	0			0
White	White	0	1	0	0	White	0	2	0	0
Two or More Races or Ethnicities	Two or More Races or Ethnicities	0	0		0	Two or More Races or Ethnicities	0	0		0
LGBTQ+	LGBTQ+	0				LGBTQ+	0
Did Not Disclose Demographic Background	Did Not Disclose Demographic Background	0				Did Not Disclose Demographic Background	0

Class ~~III~~I Directors - Nominees for Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year ~~2024~~

~~Daniel Fairfax~~ ~~has been a member of our Board since July 2019. Mr. Fairfax served as Senior Vice President and Chief Financial Officer of Brocade Communications, a networking equipment company (“Brocade~~”) from June 2011 to November 2017. Brocade was acquired by Broadcom in November 2017. Mr. Fairfax previously served as Brocade’s Vice President of Global Services from August 2009 to June 2011 and Brocade’s Vice President of Business Operations from January 2009 to August 2009. Prior to Brocade, Mr. Fairfax served as Chief Financial Officer of Foundry Networks, Inc., from January 2007 until December 2008. Foundry Networks was acquired by Brocade in December 2008. Earlier in his career Mr. Fairfax served in executive financial management and/or general management positions as GoRemote Internet Communications, Ironside Technologies, Acta Technology, NeoVista Software, Siemens and Spectra-Physics. He began his career as a consultant with the National Telecommunications Practice Group of Ernst & Young. Mr. Fairfax currently serves on the board of directors of Energous Corporation, where he is both the chair of the board and chair of the audit committee. Mr. Fairfax is a certified public accountant with an inactive license in California and holds an MBA degree from The University of Chicago Booth School of Business and a Bachelor of Arts degree, with a major in Economics, from Whitman College. 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.

~~Shiu Leung (Fred) Chan~~ has been a member of our Board since October 2020. Mr. Chan is the founder and 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. Mr. Chan also has more than three decades of experience in the high technology sector and as an entrepreneur. He 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. Mr. 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. Mr. Chan holds B.S.E.E. and M.S.C. 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.

~~Class I Directors - Terms Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2022~~2025

Charles Liangfounded Super Micro and has served as our President, Chief Executive Officer and Chairman of the Board since our inception in September 1993. Mr. Liang has been developing server and storage system architectures and technologies for the past three decades. From July 1991 to August 1993, Mr. Liang was President and Chief Design Engineer of Micro Center Computer Inc., a high-end motherboard design and manufacturing company. From January 1988 to April 1991, Mr. Liang was Senior Design Engineer and Project Leader for Chips & Technologies, Inc., a chipset technology company, and Suntek Information International Group, a system and software development company. Mr. Liang has been granted ~~many server~~23 U.S. technology patents. Mr. Liang holds an M.S. in Electrical Engineering from the University of Texas at Arlington and a B.S. in Electrical Engineering from National Taiwan University of Science & Technology in Taiwan. Our Governance Committeeconcluded that Mr. Liang should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his long familiarity with our company’s business.

Tally Liuwas appointed to our Board and our Audit Committee in January 2019 and was appointed as the chair of the Audit Committee in June 2019. Mr. Liu has been retired since 2015. Prior to his retirement, Mr. Liu was Chief Executive Officer of Wintec Industries, a supply chain solutions company for high-tech manufacturers, from 2012 to 2015. Prior to Wintec, Mr. Liu served as Chairman of the Board and Chief Executive Officer of Newegg, Inc., an internet consumer technology retailer, from 2008 to 2010, and as President of Newegg in 2008. Prior to Newegg, Mr. Liu held various positions with Knight Ridder Inc., including Vice President, Finance & Advanced Technology and Vice President of Internal Audit. Mr. Liu served as President of the International Newspapers Financial Executives (INFE) for one year before it merged with other media associations. A Certified Public Accountant from 1982-2007, Mr. Liu is a member of the American Institute of Certified Public Accountants (AICPA) with retired status and was previously a member of the Florida Institute of Certified Public Accountants (FICPA). Mr. Liu is also a Certified Information System Auditor (CISA) and Certified Information Security Manager (CISM), with non-practice status, with the Information Systems Audit and Control Association (ISACA) and has also been certified in Control Self-assessment (CCSA) by the Institute of Internal Auditors (IIA). After earning his BA of Commerce from National Chengchi University, Taipei, Taiwan, and MBA from Florida Atlantic University, Mr. Liu received executive leadership training at the Stanford Advanced Finance Program in 1986 and at Harvard Business School in the Advanced Management Program (AMP) in 1998. Mr. Liu is not related to any member of our Board or any of our officers. Our

Governance Committee concluded that Mr. Liu should serve on the Board based on his skills, experience, his financial literacy and his familiarity with technology businesses.

Sherman Tuan has been a member of our Board since February 2007. Mr. Tuan is founder of PurpleComm, Inc. (doing business as 9x9.tv), a platform for connected TV, where he has served as Chief Executive Officer since January 2005 and Chairman of the Board since June 2003. From September 1999 to May 2002, he was director of Metromedia Fiber Network, Inc., a fiber optical networking infrastructure provider. Mr. Tuan was co-founder of AboveNet Communications, Inc., an internet connectivity solutions provider, where he served as President from March 1996 to January 1998, Chief Executive Officer from March 1996 to May 2002 and director from March 1996 to September 1999. Mr. Tuan holds a degree in Electrical Engineering from Feng-Chia University in Taiwan. Our Governance Committee concluded that Mr. Tuan should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his familiarity with our company’s business.

Class II ~~Director~~Directors - Term Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2023

~~Sara Liu~~Robert Blair ~~co-founded Super Micro in September 1993,~~ has been a member of our Board since March 2007 and currently serves as our Co-Founder, Senior Vice President, and a director. She has held a variety of positions with the Company, including Treasurer from inception to May 2019, Senior Vice President of Operations from May 2014 to February 2018, and Chief Administrative Officer from October 1993 to May 2019. From 1985 to 1993, Ms. Liu held accounting and operational positions for several companies, including Micro Center Computer Inc. Ms. Liu holds a B.S. in Accounting from Providence University in Taiwan. Ms. Liu is married to December 2022.Mr. ~~Charles Liang, our Chairman,~~Blair was President and Chief Executive ~~Officer.~~Officer of ESS Technology, Inc. (“ESS”), a fabless semiconductor company for 19 years from September 1999 through July 2018 where he also served as a director from September 1999 through August 2019. During this time, ESS was a publicly listed company on NASDAQ for 9 years.Mr. Blair has been a director of Pictos, Inc., a technology licensing company that owns a portfolio of fundamental CMOS imaging patents, since July 2008 where he also previously served as President and Chief Executive Officer between 2008 and 2013. His professional background also includes more than 35 years of experience in marketing, sales, engineering, operations, and general management, principally in the computer hardware, software, and semiconductor industries. His experience includes roles at Global Semiconductor Alliance, Logistix Corporation, and XEGMAG (a division of Xidex Corporation). Mr. Blair holds twelve issued U.S. patent plus additional patents worldwide, and studied electrical engineering at Arizona State University and applied economics at the University of San Francisco. Our Governance Committee concluded that ~~Ms. Liu~~Mr. Blair should serve on the Board based on ~~her skills, experience, her general expertise in business and operations and her long~~his familiarity with ~~our company’s business.~~technology businesses, skills and experience with business operations at technology companies, and public company experience.

Judy Lin has been a member of our Board since April 2022.Ms. Lin is a retired executive who has 30 years of experience in the disk drive industry. She ~~currently serves~~served as an Independent Board Director of MORESCO Corporation, a leading manufacturer of specialty chemicals based in Japan, ~~since~~from June ~~2014.~~2014 to May 2022. Ms. Lin served as Vice President of Western Digital Media Operations, a leader in data infrastructure, from September 2007 until her retirement in September 2012. Prior to Western Digital, Ms. Lin served as Vice President at Komag Inc., a leading supplier of thin-film disks to the hard disk drive industry and held various management positions from April 1994 until Western Digital acquired Komag in September 2007. Before joining Komag, Ms. Lin was with IBM Almaden Research Center Storage Systems Division for 11 years as a Senior Scientist from January 1983 to April 1994. Ms. Lin holds a MSc degree in Materials Science and Mineral Engineering from University of California, Berkeley where she was also a PhD candidate, and a BS in Chemical Engineering from National Cheng Kung University in Taiwan. Our Governance Committee concluded that Ms. Lin should serve on the Board based on her substantial leadership and management experience and, considering she is well versed in technology innovation, product development, engineering and global operations, she will add valuable perspective to the Board.

Sara Liu co-founded Super Micro in September 1993, has been a member of our Board since our inception in September 1993 and currently serves as our Co-Founder, Senior Vice President, and a director. She has held a variety of positions with the Company, including Treasurer from inception to May 2019, Senior Vice President of Operations from May 2014 to February 2018, and Chief Administrative Officer from October 1993 to May 2019. From 1985 to 1993, Ms. Liu held accounting and operational positions for several companies, including Micro Center Computer Inc. Ms. Liu holds a B.S. in Accounting from Providence University in Taiwan. Ms. Liu is married to Mr. Charles Liang, our Chairman, President and Chief Executive Officer. Our Governance Committee concluded that Ms. Liu should serve on the Board based on her skills, experience, her general expertise in business and operations and her long familiarity with our company’s business.

Class III Directors - Terms Expiring at the Annual Meeting of Stockholders Following Fiscal Year 2024

Daniel Fairfax has been a member of our Board since July 2019. Mr. Fairfax served as Senior Vice President and Chief Financial Officer of Brocade Communications, a networking equipment company (“Brocade”) from June 2011 to November 2017. Brocade was acquired by Broadcom in November 2017. Mr. Fairfax previously served as Brocade’s Vice President of Global Services from August 2009 to June 2011 and Brocade’s Vice President of Business Operations from January 2009 to August 2009. Prior to Brocade, Mr. Fairfax served as Chief Financial Officer of Foundry Networks, Inc., from January 2007 until December 2008. Foundry Networks was acquired by Brocade in December 2008. Earlier in his career Mr. Fairfax served in executive financial management and/or general management positions at GoRemote Internet Communications, Ironside Technologies, Acta Technology, NeoVista Software, Siemens and Spectra-Physics. He began his career as a consultant with the National Telecommunications Practice Group of Ernst & Young. Mr. Fairfax is a certified public accountant with an inactive license in California and holds an MBA degree from The University of Chicago Booth School of Business and a Bachelor of Arts degree, with a major in Economics, from Whitman College. 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.

Shiu Leung (Fred) Chan has been a member of our Board since October 2020. Mr. 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. Mr. 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. Mr. 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. Mr. Chan holds B.S.E.E. and M.S.C. 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.

Except for Mr. Charles Liang and Ms. Sara Liu, who are married to each other, there are no other family relationships among any of our directors or executive officers.

Director Tenure

The following graph details the tenures of our directors. We believe that having a mix of new directors and directors with a long history with the Company provides both new ideas and insights while maintaining a continuity of Company-specific knowledge.

(1) The above chart ~~includes~~excludes Ms. Saria Tseng, who served as a Class III director ~~throughout~~for a portion of fiscal year ~~2021 and will serve~~2022 until the expiration of her term of office at the ~~Annual Meeting.~~

annual meeting held on May 18, 2022.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

We have adopted “Corporate Governance Guidelines” to help ensure that the Board is independent from management, that it appropriately performs its function as the overseer of management, and that the interests of the Board of Directors and management align with the interests of our stockholders. The “Corporate Governance Guidelines” are available at https://ir.supermicro.com/governance/governance-documents/default.aspx.

Code of Ethics

We have adopted a “Code of Business Conduct and Ethics” that is applicable to all directors, executive officers and employees and embodies our principles and practices relating to the ethical conduct of our business and our long-standing commitment to honesty, fair dealing and full compliance with all laws affecting our business. Our “Code of Business Conduct and Ethics” is available at https://ir.supermicro.com/governance/governance-documents/default.aspx. Any substantive amendment or waiver of the Code relating to executive officers or directors will be made only after approval by our Board of Directors and will be promptly disclosed on our website within four business days.

Engagement with Stockholders

Our Board and management value the perspective of our stockholders. ~~Travel and social distancing restrictions related to limiting~~During the ~~spread of COVID-19 both domestically and abroad largely eliminated opportunities to meet in-person with stockholders since such restrictions have been implemented. However, during that time period,~~fiscal year 2022, our management team ~~has~~ regularly engaged in conference appearances, non-deal roadshows, on site visits, and conducted calls and “virtual” (i.e., via online videoconference) meetings with investors and analysts following our quarterly earnings conference calls and at virtual investor events. During those in person, virtual meetings and calls, we have solicited and received from stockholders and analysts their perspectives on issues related to the Company. During fiscal year ~~2021,~~2022, we engaged in discussions with ~~seven~~nine of our top ten investors, and approximately ~~45%~~57% of the investor base who we are aware each hold in excess of 100,000 of our shares.

Those discussions, in fiscal 2022 and ~~additional discussions~~continuing through the date of this proxy statement, have covered a wide range of topics, including our overall business strategy, our financial performance, our governance structure, our internal control over financial reporting, our capital efficiency, market dynamics and our compensation philosophy and practices (including the ~~grant of the~~ 2021 CEO Performance ~~Award in March 2021 as discussed under “Executive Compensation - Compensation Discussion and Analysis”)~~Award). Our management team regularly communicates the substance of stockholder discussions to our Board and committees. Our Board and committees take those views into consideration in conducting their oversight and decision-making processes.

Director Independence

The listing requirements of The Nasdaq Stock Market generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit committee, compensation committee, and nominating and corporate governance ~~committees~~committee be independent. Audit ~~Committee~~committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the listing requirements of The Nasdaq Stock Market. In addition, compensation committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing requirements of The Nasdaq Stock Market.

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, ~~Saria Tseng,~~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. ~~The term of office of Ms. Saria Tseng will expire at the Annual Meeting.~~

Executive Sessions

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

Director Qualifications and Nomination Process

Criteria

The Governance Committee is responsible for reviewing, on an annual basis, the appropriate skills and characteristics required of Board members, individually as well as for the Board as a whole. Except as may be required by rules and regulations promulgated by Nasdaq or the SEC and as set forth herein, it is the current belief of the Governance Committee that there are no specific minimum qualifications that must be met by each candidate for the Board, nor are there specific qualities or skills that are necessary for one or more of the members of the Board to possess. In evaluating the qualifications of any director candidates, the Governance Committee will consider many factors, including without limitation, character, judgment, independence, expertise, diversity of experience, length of service, and other commitments. The Governance Committee will evaluate such factors, among others, and does not assign any particular weighting or priority to any of these factors. The Governance Committee will consider each individual candidate in the context of the current perceived needs of the Board as a whole. While the Governance Committee has not established specific minimum qualifications for director candidates, the Board believes that candidates and nominees must reflect a board that is comprised of directors who (a) are predominantly independent, (b) are of high integrity, (c) have experience, expertise and qualifications that will increase overall effectiveness of the Board, including contributing to the diversity of the Board, and (d) meet other requirements as may be required by applicable listing requirements of The Nasdaq Stock Market and the ~~SEC and California.~~SEC.

Identification and Evaluation of Nominees

The Governance Committee is responsible for regularly assessing the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Governance Committee is responsible for considering potential candidates for director. The Governance Committee will consider bona fide candidates from all relevant sources, including current Board members, professional search firms, stockholders and other persons. The Governance Committee will consider director candidates recommended by our stockholders, based on the same criteria listed above that would apply to candidates identified by a Governance Committee member. The Governance Committee is responsible for evaluating director candidates in light of the Board membership criteria described above, based on all relevant information and materials available to the Governance Committee. This includes information and materials provided by stockholders recommending director candidates, professional search firms and other parties.

Stockholder Recommendations

The Governance Committee will consider director candidates recommended by stockholders of the Company. Stockholder nominations for director must be made in writing and addressed to the Corporate Secretary of the Company. Such stockholder’s notice shall set forth the following information:

•The information required by Section 2.15 of our Bylaws (a copy of which is included as an exhibit to our Registration Statement on Form S-1 as filed with the SEC on March 27, 2007); and

•Any other information that such stockholder believes is relevant in considering the director candidate.

Communications with the Board of Directors

The Board welcomes the submission of any comments or concerns from stockholders or other interested parties. If you wish to send any communications to the Board, you may use one of the following methods:

•Write to the Board at the following address:

Board of Directors

Super Micro Computer, Inc.

c/o General Counsel

980 Rock Avenue

San Jose, California 95131

•E-mail the Board of Directors at BODInquiries@supermicro.com

Communications that are intended specifically for the independent directors or non-management directors should be sent to the e-mail address or street address noted above, to the attention of the “Independent ~~Directors.”~~

Directors”.

109

MEETINGS AND COMMITTEES OF THE BOARD

Board Meetings

Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties and to attend all Board and committee meetings. 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 ~~28, 2021~~18, 2022, for our fiscal year ~~2020.~~2021. The Board held ~~nine~~eleven meetings during fiscal year ~~2021,~~2022, four of which were regularly scheduled meetings and ~~five~~seven of which were special meetings. All directors attended at least 75% of the meetings of the Board and the committees on which they served during the time they were members of the Board or such committees during fiscal year ~~2021.~~2022.

Board Leadership Structure

Our Chairman, Charles Liang, is also our Chief Executive Officer. The Board and our Governance Committee believe that it is appropriate for Mr. Liang to serve as both the Chief Executive Officer and Chairman due to the relatively small size of our Board, and the fact that Mr. Liang is the founder of our company with extensive experience in our industry. We do not currently have a lead independent director.

Board Role in the Oversight of Risk

The Board oversees our risk management activities, requesting and receiving reports from management. The Board conducts this oversight directly and through its committees. The Board has delegated primary responsibility for oversight of risks relating to financial controls and reporting to our Audit Committee. The Audit Committee also assists the Board in oversight of certain other risks, including internal controls and review of related party transactions. The Audit Committee reports to the full Board on such matters as appropriate.

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

1110

Committees of the Board of Directors

The Board has three standing committees to facilitate and assist the Board in discharging its responsibilities: the Audit Committee, the Compensation Committee and the Governance Committee. In accordance with applicable listing requirements of The Nasdaq Stock Market, each of these committees is comprised solely of non-employee, independent directors. The charter for each committee is available at https://ir.supermicro.com/governance/governance-documents/default.aspx. In October ~~2020, the Board approved amendments to the charters for~~2022, each of the ~~Audit Committee~~three standing committees conducted their periodic review of their charters, and ~~the Compensation Committee and in January 2021, the Board approved amendments to the Governance Committee charter, which amendments are all reflected in the descriptions contained herein.~~a description of such charters is set forth below. The charter of each committee also is available in print to any stockholder who requests it. The following table sets forth the current members of each of the standing Board ~~committees:~~committees.

Audit Committee

Compensation Committee

~~Nominating and Corporate~~ Governance Committee

Tally Liu (1)

Sherman Tuan (1)

Shiu Leung (Fred) Chan (1)

Daniel Fairfax

Sherman Tuan ~~(1)~~

~~Shiu Leung (Fred) Chan(1)~~

Shiu Leung (Fred) Chan

~~Saria Tseng(2)~~Tally Liu

Judy Lin

~~Daniel Fairfax~~

~~Saria Tseng(2)~~

~~Sherman Tuan~~

~~__________________________~~

(1) Committee ~~Chairperson.~~

~~(2) Ms. Saria Tseng served as a Class III director throughout fiscal year 2021. Ms. Tseng will serve until the expiration of her term of office at the Annual Meeting.~~Chairperson

Audit Committee

The Audit Committee has three members as of the date of this Proxy Statement. The Audit Committee met 21sixteen times in fiscal year ~~2021,~~2022, four of which were regularly scheduled meetings and 17twelve 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.~~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 ~~under applicable SEC rules.~~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:

•Appoints, retains and approves the compensation of our independent auditors, and reviews and evaluates the auditors’ qualifications, independence and performance;

•Oversees the independent auditors’ audit work and reviews and pre-approves all audit and non-audit services that may be performed by them;

•Reviews and discusses with the independent auditors any audit problems, or difficulties and management’s response to them, and all matters that the Public Company Accounting Oversight Board and the SEC require to be discussed with the committee;

•Reviews and discusses with management press releases regarding our financial results, as well as financial information and earnings guidance provided to securities analysts and rating agencies;

•Reviews and approves the planned scope of our annual audit;

•Monitors the rotation of partners of the independent auditors on their engagement team as required by law;

•Reviews our financial statements and discusses with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements;

•Reviews our critical accounting policies and estimates;

•Oversees the adequacy of our financial controls;

•Periodically reviews and discusses with management and the independent auditors our disclosure controls and procedures and our internal control over financial reporting;

•Reviews, discusses and approves the internal audit function’s (i) internal audit plan, (ii) all major changes to the internal audit plan, (iii) the scope, progress and results of executing the internal audit plan, and (iv) the annual performance of the internal audit function;

•Reviews, approves and oversees all related party transactions;

•Establishes and oversees procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters and oversees enforcement, compliance and remedial measures under our Code of Business Conduct and Ethics;

•Initiates investigations and hires legal, accounting and other outside advisors or experts to assist the Audit Committee, as it deems necessary to fulfill its duties;

•Periodically reviews and discusses with management our major financial risk exposures and steps management has taken to monitor and control the exposures, including our risk assessment and risk management guidelines and policies; and

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

Compensation Committee

The Compensation Committee has ~~two~~three members as of the date of this Proxy Statement. The Compensation Committee charter provides that the Compensation Committee shall be comprised of no fewer than two members. The Compensation Committee met ~~eight~~six times in fiscal year ~~2021,~~2022, four of which were regularly scheduled meetings and ~~four~~two of which were special meetings. The Compensation Committee is comprised solely of non-employee directors. The Board has determined that each member of our Compensation Committee meets the requirements for independence under the applicable listing requirements of The Nasdaq Stock Market.

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

•Periodically reviews and advises the Board concerning our overall compensation philosophy, policies and plans, including a review and approval of a group of companies for general executive compensation competitive comparisons, approval of target pay and performance objectives against this group (and broader industry reference), and monitoring of our executive compensation levels and their performance relative to this group;

•Reviews and approves corporate goals and objectives relevant to compensation of the Chief Executive Officer and other executive officers;

•Evaluates the performance of the Chief Executive Officer and other executive officers in light of those goals and objectives, including generally against the overall performance of executive officers at comparable companies, all while taking into account our risk management policies and practices, and any other factors the Compensation Committee deems appropriate;

•Reviews and approves the compensation of the Chief Executive Officer and other executive officers and other key employees;

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

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

•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; and

•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.

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. The Compensation Committee also makes recommendations to the full Board regarding non-ordinary course executive compensation matters, including with respect to new or amended employment contracts, severance or change-in-control plans or arrangements, and may adopt, amend and terminate such agreements, arrangements or plans. The Compensation Committee may delegate its responsibilities, along with the authority to take action in relation to such responsibilities, to subcommittees comprised of one or more Compensation Committee members, subject to requirements of our bylaws and applicable laws, regulations and the terms of our executive compensation plans. Additional information about the Compensation Committee’s processes for determining executive and non-employee director compensation, including the

role of the Compensation Committee’s compensation consultant and our executive officers, can be found in the “Executive Compensation” and ~~“Director~~“2022 Director Compensation” sections of this Proxy Statement.

Governance Committee

The Governance Committee has ~~four~~three members as of the date of this Proxy Statement. The Governance Committee charter provides that the Governance Committee shall be comprised of no fewer than two members.The Governance Committee met seven times in fiscal year ~~2021,~~2022, four of which were regularly scheduled meetings and three of which were special meetings.The Governance Committee is comprised solely of non-employee directors. The Board has determined that each member of our Governance Committee meets the requirements for independence under the applicable listing requirements of The Nasdaq Stock Market.

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

•Reviews and makes recommendations to the Board regarding the size of the Board;

•Identifies individuals qualified to become directors;

•Evaluates and selects, or recommends to the Board, director nominees for each election of directors;

•Develops and recommends to the Board criteria any other factors that the Governance Committee deems relevant, including those that promote diversity, for selecting qualified director candidates in the context of the current make-up of the Board;

•Considers any nominations of director candidates validly made by our stockholders;

•Conducts an annual evaluation of director independence ~~according to~~that considers applicable Nasdaq rules, applicable law and our Corporate Governance Guidelines to enable the Board to make a determination of each director’s independence;

•Reviews committee structures and compositions and recommends to the Board concerning qualifications, appointment and removal of committee members;

•Develops, recommends for approval by the Board and reviews on an ongoing basis the adequacy of the corporate governance principles applicable to us;

•Reviews, on a periodic basis, the adequacy of our Corporate Governance Guidelines and recommends any proposed changes to the Board;

•Oversees compliance with our Corporate Governance Guidelines and reports on such compliance to the Board;

•Assists the Board in the evaluation of the Board and each committee;

•Periodically reviews succession planning for executive officers;

•Periodically reviews and discusses with management our practices with respect to environmental, social and corporate governance issues; and

•Periodically reviews the scope of responsibilities of the Governance Committee and the ~~committee’s~~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.

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

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee as of the date of this Proxy Statement is a current or former officer or employee of our Company or had any relationship with our Company requiring ~~disclosure, except for~~disclosure. Ms. Saria Tseng, ~~who serves~~a former director and member of the Compensation Committee, served during fiscal year 2022 until the expiration of her term of office at our annual general meeting of stockholders on May 18, 2022.During her term as a director of our Company, Ms. Tseng also served as Vice President of Strategic Corporate Development, General Counsel and Secretary of ~~MPS,~~Monolithic Power Systems, Inc. (“MPS”), with which we have engaged in certain transactions. See ~~“Certain~~“Part III. Item 13. Certain Relationships and Related Transactions and Director ~~Independence - Transactions~~Independence-Transactions with Monolithic Power Systems.”

In addition, during fiscal year ~~2021,~~2022, none of our executive officers served as a member of the ~~board of directors or~~ compensation committee of the board of directors of any other entity that has one or more executive officers who served on our Compensation Committee of the Board. ~~Hwei-Ming (Fred) Tsai, Saria Tseng and~~Mr. Sherman Tuan served on the Compensation Committee during all of fiscal year ~~2021,~~2022, Ms. Saria Tseng served on the Compensation Committee during a portion of fiscal year 2022 until May 18, 2022, and Mr. Tally Liu served on the Compensation Committee during a portion of fiscal year 2022 with his appointment commencing on April 27, 2022. Mr. ~~Tsai’s service on such committee ending on May 28, 2021.~~

Dan Fairfax joined the Compensation Committee during fiscal year 2023.

PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of February 28, ~~2022~~2023 by:

•Each of the named executive officers during fiscal year ~~2021;~~2022;

•Each of our directors;

•All directors and executive officers as a group; and

•All persons known to us who beneficially own 5% or more of our outstanding common stock.

Ms. Judy Lin did not serve as a director during fiscal year 2021, and was appointed to the Board in April 2022. Ms. Lin will participate in the Company’s director compensation program pursuant to which she is eligible to receive grants of equity awards. See “Director Compensation” for additional information with respect to the director compensation program.


Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(2)	Percent of Common Stock Outstanding(3)
Executive Officers and Directors:
Charles Liang(4)	7,665,216	14.1	%
Don Clegg(5)	44,897	*
George Kao(6)	38,870	*
David Weigand(7)	46,959	*
Sherman Tuan(8)	27,196	*
Sara Liu(9)	7,665,216	14.1	%
Tally Liu	24,396	*
Daniel Fairfax	17,070	*
Shiu Leung (Fred) Chan	29,000	*
Judy Lin	946	*
Robert Blair(10)	—	*
All directors and executive officers as a group (11 persons)(11)	7,894,550	14.5	%
5% Holders Not Listed Above:
Disciplined Growth Investors Inc.(12)	4,510,871	8.5	%
BlackRock, Inc.(13)	5,457,942	10.2	%
The Vanguard Group(14)	5,083,962	9.5	%

Total executives, directors & 5% or more stockholders		42.8	%

Name and Address of Beneficial Owner(1)
Amount and
Nature of
Beneficial
Ownership(2)
Percent of
Common Stock
Outstanding(3)
Executive Officers and Directors:
Charles Liang(4)
7,307,578 13.9 %
Don Clegg(5)
47,962 *
George Kao(6)
36,086 *
Alex Hsu(7)
43,904 *
David Weigand(8)
29,282 *
Saria Tseng(9)
56,889 *
Sherman Tuan(10)
39,889 *
Sara Liu(11)
7,307,578 13.9 %
Tally Liu 23,589 *
Daniel Fairfax 11,263 *
Shiu Leung (Fred) Chan 5,168 *
Kevin Bauer(12)
21,897 *
All directors and executive officers as a group (12 persons)(13)
7,623,507 14.5 %
5% Holders Not Listed Above:
Empyrean Capital Overseas Master Fund, Ltd.(14)
3,000,459 5.8 %
Disciplined Growth Investors Inc.(15)
4,434,753 8.6 %
BlackRock Inc.(16)
3,169,548 6.1 %
The Vanguard Group(17)
4,348,912 8.4 %
Total executives, directors & 5% or more stockholders 43.3 %

~~__________________________~~

*Represents beneficial ownership of less than one percent of the outstanding shares of common stock

(1)Except as otherwise indicated, to our knowledge the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws applicable and to the information contained in the footnotes to this table. Except as otherwise provided, the address of each stockholder listed in the table is 980 Rock Avenue, San Jose, CA 95131.

(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 ~~51,858,505~~53,300,966 shares of common stock outstanding as of February 28, ~~2022,~~2023, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after February 28, ~~2022~~2023, are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.

(4)Includes ~~528,010~~4,074,965 shares held by Mr. Liang, and 896,750 shares issuable upon the exercise of options exercisable within 60 days after February 28, ~~2022.~~2023. Also includes ~~2,663,752~~2,647,752 shares jointly held by Mr. Liang and Sara Liu, his spouse, ~~90,305~~3,118 shares held directly by Ms. Liu, and ~~38,034~~41,881 options exercisable by her and 750 RSUs issuable to her within 60 days after February 28, 2023. See footnote 9.

(5)Includes 35,156 options exercisable and 500 RSU shares issuable within 60 days after February 28, 2023.

(6)Includes 30,881 options exercisable and 750 RSU shares issuable within 60 days after February 28, 2023.

(7)Includes 36,750 options exercisable and 500 RSU share issuable within 60 days after February 28, 2023.

(8)Includes 2,500 options exercisable within 60 days after February 28, 2023.

(9)Includes 41,881 options exercisable and 750 RSU shares issuable within 60 days after February 28, 2023. Also includes 2,647,752 shares jointly held by Ms. Liu and Mr. Liang, her spouse, 4,074,965 shares held by Charles Liang, and 896,750 shares issuable to him upon the exercise of options exercisable within 60 days after February 28, ~~2022.~~2023. See footnote ~~11.~~4.

(10)Mr. Robert Blair did not serve as a director during fiscal year 2022, and was appointed to the Board during fiscal year 2023 in December 2022. For fiscal year 2023, Mr. Blair will participate in our director compensation program pursuant to which he is eligible to receive grants of equity awards. See “Director Compensation” for additional information with respect to the director compensation program.

(11)Includes 1,043,918 options exercisable and 2,500 RSU shares issuable within 60 days after February 28, 2023.

~~(5) Includes 38,831 shares issuable upon the exercise of options exercisable within 60 days after February 28, 2022.~~

~~(6) Includes 28,121 shares issuable upon the exercise of options exercisable within 60 days after February 28, 2022.~~

(7) Includes 42,039 shares issuable upon the exercise of options exercisable within 60 days after February 28, 2022. Mr. Hsu served as Senior Vice President, Chief Operating Officer until March 2021. In March 2021, Mr. Hsu transitioned to the role of Senior Chief Executive, Strategic Business.

~~(8) Includes 22,250 shares issuable upon the exercise of options exercisable within 60 days after February 28, 2022.~~

~~(9) Includes 27,000 shares issuable upon the exercise of options exercisable within 60 days after February 28, 2022.~~

~~(10) Includes 15,000 shares issuable upon the exercise of options exercisable within 60 days after February 28, 2022.~~

(11) Includes 38,034 shares issuable upon the exercise of options exercisable within 60 days after February 28, 2022. Also includes 2,663,752 shares jointly held by Ms. Liu and Mr. Liang, her spouse, 3,987,477 shares held by Charles Liang, and 528,010 shares issuable upon the exercise of options held by Mr. Liang exercisable within 60 days after February 28, 2022. See footnote 4.

(12) Mr. Bauer resigned as our Chief Financial Officer in January 2021, and Mr. Weigand has assumed such role. Includes 12,500 shares issuable upon the exercise of options exercisable within 60 days after February 28, 2022.

~~(13) Includes 751,785 shares issuable upon the exercise of options exercisable within 60 days after February 28, 2022.~~

~~(14)~~ The information is based solely on the Schedule ~~13G/A~~13-F filed on February ~~11, 2021 by (i) Empyrean Capital Overseas Master Fund, Ltd. (“ECOMF”), which~~14, 2023. Disciplined Growth Investors Inc. has ~~shared~~sole voting power ~~and dispositive power~~ over ~~3,000,459 shares of common stock, (ii) Empyrean Capital Partners, LP (“ECP”), which has shared voting power and dispositive power over 3,000,459~~3,821,008 shares of common stock and ~~(iii) Amos Meron, who has shared voting power and~~sole dispositive power over ~~3,000,459~~4,510,871 shares of common stock. ECP serves as investment manager to ECOMF with respect to the common stock directly held by ECOMF. Mr. Amos serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the common stock directly held by ECOMF. The address of the business office of each of the reporting persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

~~(15) The information is based solely on the Schedule 13F filed on February 14, 2022.~~ The address for the reporting person is 150 S. Fifth St. Suite 2550, Minneapolis, MN 55402.

~~(16)~~ (13)The information is based solely on the Amendment No. 2 to Schedule ~~13G/A~~13G filed on ~~February 3, 2022.~~January 6, 2023. BlackRock, Inc. has sole voting power over 5,342,645 shares of common stock and sole dispositive power over 5,457,942 shares of common stock. The address for the reporting person is 55 East 52nd Street, New York, New York 10055.

~~(17)~~ (14)The information is based solely on the Amendment No. 2 to Schedule ~~13G/A~~13G filed on February ~~10, 2022.~~9, 2023. The Vanguard Group has shared voting power over ~~37,940~~78,721 shares of common stock, sole dispositive power over ~~4,278,159~~4,958,841 shares of common stock and shared dispositive power over ~~70,753~~125,121 shares of common stock. The address for the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

Delinquent Section 16(a) Reports

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

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us and certain written representations provided to us, we believe that during the fiscal year ended June 30, ~~2021,~~2022, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements, except that one late Form 4 was filed on ~~September 15, 2020~~June 3, 2022 for each of Mr. Charles Liang and Ms. Sara Liu ~~Mr. Charles Liang~~ (as the spouse of ~~Ms. Sara Liu),~~ Mr. ~~David Weigand, and Mr. Don Clegg~~Charles Liang) to reflect ~~equity awards made~~certification on March 26, 2022 of the achievement of one of the revenue goals associated with the 2021 CEO Performance Award (as defined below) previously granted to ~~Ms. Liu,~~ Mr. ~~Weigand, and Mr. Clegg on August 4, 2020.~~Liang.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (“CD&A”)

In this section we provide an explanation and analysis of the material elements of the compensation provided to our Chief Executive Officer, ~~persons who served as~~ Chief Financial Officer, ~~during fiscal year 2021,~~ and both of our other ~~three most highly compensated~~two executive officers who were serving ~~as executive officers at~~on June 30, 2022, which was the end of our fiscal year ~~2021~~2022 (collectively referred to as our “named executive officers” or “NEOs”).

Our named executive officers and their positions at the end of fiscal year ~~2021~~2022 were:


Charles Liang			President, Chief Executive Officer (“CEO”) and Chairman of the Board
David Weigand~~(1)~~			Senior Vice President, Chief Financial Officer and Chief Compliance Officer
Don Clegg			Senior Vice President, Worldwide Sales
George Kao			Senior Vice President, Operations
~~Alex Hsu(2)~~			~~Senior Chief Executive, Strategic Business~~
~~Kevin Bauer(1)~~			~~Former Senior Vice President, Chief Financial Officer~~

~~_______________________~~

(1) Mr. Weigand (whose previous title was Senior Vice President, Chief Compliance Officer) assumed the role of Senior Vice President, Chief Financial Officer and Chief Compliance Officer following the resignation of Mr. Bauer in January 2021. However, information for Mr. Bauer is still presented in this Executive Compensation section as Mr. Bauer served as Chief Financial Officer during a portion of fiscal year 2021.

~~(2) Mr. Hsu served as Senior Vice President, Chief Operating Officer until March 2021. In March 2021, Mr. Hsu transitioned to the role of Senior Chief Executive, Strategic Business.~~

Overview of Compensation

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

No equivalent chart is presented for CEO compensation because, through all of fiscal year 2022, and continuing for about the next four years, almost all of Mr. Liang’s compensation has been, and is expected to be, based only upon his ability to earn the 2021 CEO Performance Award, as further described below.

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

Our executive compensation philosophy is to link compensation to corporate ~~performance, particularly the compensation of Mr. Liang, our CEO. Starting~~performance. Efforts in years before fiscal year ~~2018 (beginning July 1, 2017), we have moved toward an explicit linking~~2022 were primarily focused on our CEO, Mr. Charles Liang, and are discussed further below. However, during fiscal year 2022, the Compensation Committee further expanded the linkage of ~~Mr. Liang’s~~ compensation to corporate performance ~~goals. This movement began in August 2017, when approximately half~~to certain other named executive officers. During the early part of fiscal year 2022, the Compensation Committee reviewed the results of a new compensation study it had requested from its independent compensation consultant, and continued to explore (with Mr. ~~Liang’s~~Liang) the appropriate balance for other named executive officers between fixed and regular compensation components (like base salary and regularly refreshed equity grants with time-based vesting) and performance-based equity awards ~~for fiscal year 2018 were in the form of~~(like performance-based restricted stock units (“PRSUs”) and stock options). ~~This trend was interrupted during~~These efforts culminated in the ~~time when we were not current~~adoption of a new fiscal year 2022 compensation program for Messrs. Weigand and Clegg in ~~filing our periodic reports with the SEC (September 2017 to December 2019)~~March 2022 (the “FY2022 Performance Program for Other Named Executive Officers”). See ~~our Annual Reports on Form 10-K~~“FY2022 Performance Program for ~~fiscal years 2019~~Other Named Executive Officers” below for more specific information about the design and ~~2020 on file with the SEC for a description~~operation of ~~the circumstances that led to us not being able to file our periodic reports during that time.~~this new compensation program.

~~After we returned~~With respect to ~~being current in~~ our ~~SEC filings in December 2019, we continued to link more of~~CEO, Mr. Liang’s compensation to corporate performance, through granting him a special cash award opportunity in March 2020 tied to stock price and other metrics, and a short-term incentive award opportunity in May 2020 tied to corporate performance metrics forLiang, fiscal year ~~2020. This movement culminated~~2022 was a year of evaluating and monitoring the initial results of performance-based compensation arrangements made with Mr. Liang in fiscal year 2021. In March 2021, ~~when~~ 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 ~~option~~2021 CEO Performance Award is comprised of five tranches ~~which~~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. ~~As of April 1, 2022, the first revenue goal of $4.0 billion in annualized revenue has been achieved and none of the stock price goals have been achieved.~~ In connection with the 2021 CEO Performance Award, Mr. Liang’s base salary was reduced to $1.00 per year ~~(or, if required by law, the statutory minimum wage applicable in San Jose, California)~~ and Mr. Liang agreed that he would not be eligible for any increase in base salary, or any other cash compensation, until June 30, 2026.

Mr. Liang’s compensation for fiscal year 2022 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) had been earned because the first revenue goal of $4.0 billion in annualized revenue was achieved and the first stock price goal of $45.00 was achieved. Mr. Liang received a base salary of $1 during fiscal year 2022.

In addition, subsequent to fiscal year 2022 and through the date of this Proxy Statement, two additional tranches under the 2021 CEO Performance Award (representing an additional 400,000 options granted under such award) had been earned because the second and third revenue goals of $4.8 billion and $5.8 billion, respectively, were achieved and the second and third stock price goals of $60.00 and $75.00, respectively, were achieved (the “Subsequent 2021 CEO Performance Award Vesting Events”). These Subsequent 2021 CEO Performance Award Vesting Events are fiscal year 2023 events, and will be both discussed further in the CD&A section and will be reflected in the executive compensation tables and narrative disclosure in next year’s proxy statement. However, mention of these Subsequent 2021 CEO Performance Award Vesting Events is included in this current CD&A section for fiscal year 2022 for completeness. As of the date of this Proxy Statement, pursuant to the 2021 CEO Performance Award 600,000 shares each with a per share exercise price of $45 have been earned and are exercisable.

In summary, ~~as of~~since the ~~end~~latter part of fiscal year 2021, through all of fiscal year 2022, and continuing for about the next four years, almost all of Mr. Liang’s compensation ~~for the next five years~~has been, and is expected to be, based only upon us achieving the revenue goals described below and the ~~market price of our~~ common stock ~~meeting the~~ price targets described below. To fully achieve those goals and targets, our revenue must increase ~~from~~to $8 billion over a rolling four-quarter period (from $3.6 billion for the last full fiscal year ~~2021 to $8 billion,~~before the award) and the ~~market~~sixty-trading day average stock price of our common stock must reach ~~$120, an increase of 252% from the market price~~$120.00 per share (from $34.08 on the day the ~~stock options were awarded. See below for more details about the 2021 CEO Performance Award.~~award was provided).

Through fiscal year 2021, we have utilized explicit linking of compensation to performance metrics less with our other NEOs than we have with Mr. Liang. The extent of such linking is described in greater detail below. During fiscal year 2022, the Compensation Committee continued to explore (with Mr. Liang) the appropriate balance between performance-based equity awards like PRSUs and our traditional use of stock options and restricted stock units (“RSUs”) with time-based vesting for future long-term equity programs for other named executive officers, culminating in the adoption of a new fiscal year 2022 compensation program for Messrs. Weigand and Clegg in March 2022. See “- Subsequent Event – Other Named Executive Officer Performance Programs for Fiscal Year 2022.”

Process Overview

The Compensation Committee of the Board discharges the Board’s responsibilities relating to compensation of all of our executive officers. During fiscal year ~~2021,~~2022, the Compensation Committee was principally comprised of two non-employee directors, although for a brief period from April 27, 2022 through May 18, 2022, the Compensation Committee was comprised of three non-employee directors through May 28, 2021 and two non-employee directors for the remainder of the fiscal year through June 30, 2021 following the expiration of the term of office of Mr. Hwei-Ming (Fred) Tsai as a director.directors. All of the non-employee directors who served on the Compensation Committee during fiscal year ~~2021~~2022 were independent pursuant to the applicable listing rules of NASDAQ and Rule 16b-3 under the Exchange Act.Subsequent to fiscal year 2022, an additional non-employee director, Mr. Dan Fairfax, was added as a member of the Compensation Committee in fiscal year 2023.

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 ~~attends~~participates in the ~~portion~~consideration of ~~meetings during which~~ his own performance or compensation, ~~is being discussed.~~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. 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 ~~2021,~~2022, the Compensation Committee reviewed recommendations of our Chief Executive Officer, as well as publicly available peer group compensation data and data compiled by our independent compensation consultant.

During fiscal year ~~2021,~~2022, the Compensation Committee considered various sources of information and comparative data when structuring the compensation awards issued and determining executive compensation levels, including information and compensation data assembled for the Compensation Committee by Radford, an Aon Hewitt company ("Radford"), from a sample of public companies selected by ~~us.~~

~~For~~us, with input on the ~~2021 CEO Performance Award, the Compensation Committee considered similar awards issued by technology companies consisting~~selection of ~~Tesla, Axon Enterprise, RH Technologies, Dish Networks, Oracle, and Sorento Therapeutics.~~ this sample from Radford.The ~~Compensation Committee engaged Radford in designing, modeling, drafting and reviewing the 2021 CEO Performance Award.~~

~~In addition, for other fiscal year 2021 compensation decisions besides the 2021 CEO Performance Award, the~~ sample selected by us consisted of the following companies(1):


Benchmark Electronics, Inc.			NetApp, Inc.
Ciena Corporation			~~Infinera Corporation~~
~~Cray Inc.(2)~~			~~Juniper Networks,~~NETGEAR, Inc.
Diebold Nixdorf, ~~Incorporated~~Inc.			~~NetApp, Inc.~~Plexus Corp.
Extreme Networks, Inc.			~~NETGEAR,~~Pure Storage, Inc.
F5, Inc.			Teradata Corporation
Infinera Corporation			TTM Technologies, Inc.
Juniper Networks, Inc.			~~Plexus Corp.~~Viasat, Inc.
Lumentum Holdings Inc.			Vishay Intertechnology, Inc.

~~_________________________~~

(1) ~~The same sample~~For purposes of its consideration of 2022 executive compensation, the Compensation Committee modified the group of companies ~~were~~it had used for ~~fiscal year 2019, 2020~~2021 executive compensation determinations by adding Benchmark Electronics, Inc., Lumentum Holdings Inc., Pure Storage, Inc., Teradata Corporation, TTM Technologies, Inc., Viasat, Inc., and ~~2021. In selecting the~~Vishay Intertechnology, Inc. These changes were made primarily to emphasize companies ~~for inclusion in the sample,~~that we ~~considered whether the company may~~believe compete against us for executive talent.

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

Other than with respect to the 2021 CEO Performance Award for which the independent consultant prepared a report in March 2021 at the request of the Compensation Committee, the Compensation Committee utilized for fiscal year 2021 the independent consultant report developed for fiscal year 2019 as it believed the report continued to be relevant. Recognizing that over-reliance on external comparisons can be of concern, the Compensation Committee used external comparisons as only one point of reference and iswas mindful of the value and limitations of comparative data.

Key Fiscal Year ~~2021~~2022 Executive Compensation Decisions and Actions

~~During~~Key fiscal ~~years 2019~~year 2022 executive compensation decisions and ~~2020,~~actions included the following:

•The Compensation Committee ~~generally refrained~~had Radford prepare a compensation study that was presented in August 2021 that included information and compensation data from ~~compensation adjustments for named executive officers until after such time~~a sample of public companies selected by us, as we became current in our filings with the SEC (which occurred in December 2019) and our stock was re-listed on the Nasdaq Global Select Market (which occurred in January 2020), except in connection with out of the ordinary circumstances, such as a transition in executive officers. At the beginning of fiscal year 2021 (which began July 1, 2020), thediscussed above. The Compensation Committee ~~decided that, in light of (1)~~utilized the ~~recent increase during the fourth quarter of fiscal year 2020~~information in the ~~base salaries~~newly prepared compensation study as one point of reference in its consideration of named executive ~~officers, (2) the~~officer compensation in fiscal year 2020 incentive cash program tied to specific performance goals adopted during the fourth quarter of fiscal year 2020 in which each of our named executive officers participated, (3) approval during the third quarter of fiscal year 2020 of special performance-based cash incentive award opportunities linked to stock price to certain long-term employees (which included some of the named executive officers), and (4) special cash bonus payments made to certain of our employees (which included some of the named executive officers), all of which were discussed in the CD&A included in our proxy statement for the annual meeting following fiscal year 2020 (the “Prior Year CD&A”), it would generally not implement increases in base salaries or annual cash incentive opportunities for named executive officers, except in connection with out of the ordinary circumstances, such as a transition in executive officers.2022.

In order to further incentivize Mr. Liang’s continued long-term performance as Chief Executive Officer, the Compensation Committee designed the 2021 CEO Performance Award to be a challenging long-term incentive for future performance. In connection with the issuance of such award in March 2021, the Compensation Committee noted in particular that the performance thresholds adopted were challenging and could take years to achieve. As of April 1, 2022, the first revenue goal of $4.0 billion in annualized revenue has been achieved and none of the stock price goals have been achieved. In addition, the Compensation Committee sought to help ensure that the 2021 CEO Performance Award would further align Mr. Liang’s interests with those of the Company’s stockholders over the long-term. In connection with the grant of the 2021 CEO Performance Award, it was also determined that Mr. Liang would receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement, if deemed advisable) and no cash bonuses through June 30, 2026. Mr. Liang must

also remain as the Company’s Chief Executive Officer (or such other position with the Company as Mr. Liang and the Board may agree) at the time each goal set forth in the 2021 CEO Performance Award is met in order for the corresponding tranche to vest. This helps ensure Mr. Liang’s active leadership of the Company over the long-term.

As a result of our becoming current in our filings with the SEC in December 2019 and stockholder approval of the 2020 Equity and Incentive Compensation Plan at the annual meeting of stockholders held on June 5, 2020, we were in position to also re-commence the grant of equity incentives to our employees during fiscal year 2021, including our named executive officers. In addition to the special grant to Mr. Liang of the 2021 CEO Performance Award, during fiscal year 2021, we made grants under the 2020 Equity and Incentive Compensation Plan of equity incentives to each of Mr. Weigand, Mr. Clegg and Mr. Kao, which grants were consistent with our historical practice prior to the time we had ceased being current in our periodic filings with the SEC in 2017, all as discussed further below.

As discussed in the Prior Year CD&A, in March 2020, Mr. Liang received a special performance-based cash incentive award opportunity. Mr. 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.

~~Additional Information on the Compensation Committee's Compensation Consultant~~

For fiscal year 2021, the Compensation Committee utilized information from Radford in making certain named executive officer compensation decisions. Previously, in fiscal year 2019, Radford had advised the Compensation Committee regarding executive officer compensation decisions and our management had commissioned Radford to provide additional services to management for similar compensation studies to evaluate components of total compensation for our employees generally. In making the adjustments to base salaries for our named executive officers in the fourth quarter of fiscal year 2020, the Compensation Committee relied on information that Radford had provided in both fiscal year 2020 and in fiscal year 2019. In addition, in connection with evaluating the 2021 CEO Performance Award in fiscal year 2021, the Compensation Committee considered information Radford had provided in March 2021 related to peer group chief executive officer compensation and pay-for-performance analyses, as described above.

~~In fiscal year 2019, before~~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 ~~the~~ additional services and other factors required by the SEC, that could give rise to a potential conflict of interest with respect to Radford. Based on these reviews and assessments, the Compensation Committee did not identify any conflicts of interest raised by the work performed by Radford. ~~In each~~

•As a part of ~~fiscal years 2020~~continuing efforts to evolve the approach to executive officer compensation and ~~2021,~~to further expand the linkage of compensation to corporate performance to other named executive officers, the Compensation Committee ~~updated its assessment~~adopted the FY2022 Performance Program for Other Named Executive Officers in March 2022. In addition to base salary and fixed bonus components, the new program includes a performance-based annual incentive award, most of ~~Radford’s independence and did not identify any conflicts~~which is payable in the form of ~~interest raised by additional work performed by Radford in such fiscal~~service-based restricted stock units (“RSUs”) that generally vest over a period of four years. The performance-based annual incentive award:

•Is formula based;

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

•Utilizes company performance metrics tied closely to stockholder value, including percentage appreciation in stock price from the prior fiscal year, percentage increase in worldwide revenue from the prior fiscal year, and percentage increase in worldwide net profit from the prior fiscal year. See “- FY2022 Performance Program for Other Named Executive Officers” below for more information.

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

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

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

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

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

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

•Fiscal year 2022 was the first full fiscal year in which the CEO operated under the 2021 CEO Performance Award, and related agreements, which was granted in March 2021. During fiscal year 2022, the Compensation Committee closely monitored the Company’s performance and the CEO’s performance against not only the key metrics of the 2021 CEO Performance Award, but also the objectives of the 2021 CEO Performance Award, for alignment with stockholder value and stockholder interests. During fiscal year 2022, the CEO received a base salary of only $1, no short-term cash bonus awards, and no time-based or performance-based equity awards.

•The Company’s revenue exceeded $4 billion for the four quarters ended December 31, 2021. The trailing 60 trading day average of closing prices of the Company’s Common Stock reached $45.00 on June 8, 2022. Accordingly, the Compensation Committee has certified that both the revenue condition and the stock price condition for the vesting of the first 200,000 shares subject to the 2021 CEO Performance Award have been met.

•The Company’s revenue further increased to $5.2 billion for the four quarters ended June 30, 2022. As a result, the second revenue goal of $4.8 billion in annualized revenue set forth in the 2021 CEO Performance Award had also been achieved based upon the financial results for fiscal year 2022.

The Compensation Committee continues to closely monitor the Company’s performance and the CEO’s performance against both the key metrics and objectives of the 2021 CEO Performance Award. As of the date of this Proxy Statement, the 2021 CEO Performance Award has been earned and is exercisable at a per share price of $45 with respect to 600,000 shares. See “—Compensation Philosophy and Objectives—Our Continued Move Toward Performance-Based Compensation Arrangements” above for a discussion of the Subsequent 2021 CEO Performance Award Vesting Events.

•Based on Compensation Committee action in October 2021, discretionary bonuses were awarded to Messrs. Weigand, Clegg and Kao in the amounts of $160,000, $150,000 and $40,000, respectively. The primary rationale for the payment of these discretionary one-time bonuses was to recognize the progress in remediating the material weaknesses in the Company's internal control over financial reporting and to reward Company employees who had contributed to such achievements. See “—Additional discretionary bonus in FY2022” below.

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

The Compensation Committee, ~~with~~ the entire Board, and our management value the opinions of our stockholders.Feedback received from stockholders has included a desire that a more significant portion of executive compensation be tied to performance based upon the achievement of pre-established goals. For fiscal year ~~2021,~~2022, the Compensation Committee took such prior feedback into consideration when it developed, designed, and ~~granted~~implemented the ~~2021 CEO~~FY2022 Performance ~~Award.~~Program for Other Named Executive Officers. In addition, prior to ~~granting such award in March 2021,~~implementing the FY2022 Performance Program for Other Named Executive Officers, the Compensation Committee (through management) ~~solicited the~~sought to solicit views of ~~several of our largest stockholders regarding~~ the ~~grants of large, long-term performance based equity incentives,~~external compensation consultant on the proposed program, including compensation philosophy embodied ~~by these types of awards,~~therein, potential size, appropriate performance metrics, the time ~~periods within~~period over which performance awards granted under such ~~metrics~~program should ~~be achieved,~~vest to achieve objectives (such as creating both long-term sustained value for stockholders and retention incentive), and other terms.

Our last annual meeting of stockholders was held on May ~~28,~~18, 2022 (the “Fiscal Year 2021 ~~(the "Fiscal Year 2020~~ Annual ~~Meeting"~~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 ~~78%~~98% of the stock present and entitled to vote on this “say-on-pay” proposal approved the compensation of our named executive officers. Although the Fiscal Year ~~2020~~2021 Annual Meeting was held during the latter part of fiscal year ~~2021~~

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

Role of Executive Officers in the Compensation Process

Each year, management provides recommendations to the Compensation Committee regarding compensation program design and evaluations of executive and Company performance. In particular, in fiscal year 2021, our Chief Executive Officer provided the Compensation Committee with his views on the merits of large, long-term performance based equity incentives while minimizing other typical compensation components, such as base salary and short-term cash and equity incentives. Mr. Liang was very willing to change his compensation arrangements so that almost all of his compensation for the next five years will depend on whether we achieve the difficult performance metrics embedded in the 2021 CEO Performance Award. Mr. Liang has expressed his view that this change in his compensation arrangements is evidence of his commitment to our Company and his confidence in our future.

~~Following stockholder approval of the 2020 Equity and Incentive Compensation Plan in June 2020 that had (among other things) refreshed the pool of equity awards available for grant,~~2022, both our Chief Executive Officer and Chief Financial Officer provided the Compensation Committee with their views on ~~non-CEO~~the merits of a performance-based compensation program for certain named executive ~~officer~~officers (other than the CEO), and the design of such program (including components thereof such as base salary, short-term cash incentives, and equity ~~grants based on~~incentives). The Compensation Committee believes the participation of such named executive officers in the process which culminated in the adoption in fiscal year 2022 of the FY2022 Performance Program for Other Named Executive Officers, and the willingness of such named executive officers to participate in the program developed, is evidence of the commitment of these named executive officers to our Company and their ~~view of investor expectations and~~confidence in our ~~operating plans and financial goals.~~ future.

At the end of fiscal year ~~2021,~~2022, our Chief Financial Officer provided the Compensation Committee with information about the Company’s performance against the objective metrics set forth in the FY2022 Performance Program for Other Named Executive Officers and the Chief Executive Officer provided the Compensation Committee with his evaluation of the subjective performance of such participating named executive officers, which is one of performance metrics contained in the FY2022 Performance Program for Other Named Executive Officers. This performance evaluation provided by the CEO included his views as to the impact of individual named executive officers on strategic initiatives and organizational goals, as well as their functional expertise and leadership. The Chief Executive Officer also provided the Compensation Committee with his views of the nature and extent of our performance against expectations. Finally, our Chief Executive Officer also provided the Compensation Committee with regular performance evaluations of the other named executive officers, including his views as to their impact on strategic initiatives and organizational goals, as well as their functional expertise and leadership.

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.

Fiscal Year 2022 CEO Compensation

Overview of Fiscal Year 2022 CEO Compensation

Fiscal year 2022 was the first full fiscal year in which the CEO operated under the 2021 CEO Performance Award, ~~Granted~~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. 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 ~~March 2021~~order for the corresponding tranche to vest. This helps ensure Mr. Liang’s active leadership of the Company over the long term.

~~Terms~~Discussion and Analysis of ~~the~~ 2021 CEO Performance Award

On March 2, 2021, the Compensation ~~Committed~~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 ~~which~~that may vest in five equal tranches. Each of the five tranches vests if a specified revenue goal (each, a “Revenue Goal”) and a specified stock price goal (each, a “Stock Price Goal”) is achieved. Revenue Goals must be achieved by June 30, 2026 (the “Revenue Performance Period”) and Stock Price Goals must be achieved by September 30, 2026 (the “Stock Price Performance Period”). The 2021 CEO Performance Award was granted with an exercise price equal to $45.00 (the “Exercise Price”), representing a premium of approximately 32% to the closing stock price of $34.08 reported on NASDAQ on March 2, 2021. The 2021 CEO Performance Award will generally expire on March 2, 2031, and includes, among other terms and conditions, a restriction on the sale of any shares issued upon exercise of the 2021 CEO Performance Award until March 2, 2024, the third anniversary of the date of grant.

~~The Compensation Committee designed the 2021 CEO Performance~~ Award to be a challenging long-term incentive for future performance, and the Compensation Committee noted in particular that the performance thresholds could take many years to achieve, if they can be achieved at all. ~~As of April 1, 2022, the first revenue goal of $4.0 billion in annualized revenue has been achieved and none of the stock price goals have been achieved.~~ ~~In addition, the Compensation Committee intended that the 2021 CEO Performance Award would further align Mr. Liang’s interests with those of the Company’s stockholders over the long term.~~ In connection with the grant of the 2021 CEO Performance Award, Mr. Liang will receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement, if deemed advisable) and no cash bonuses through June 30, 2026. 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 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 ~~April 1, 2022:~~

the date of this Proxy Statement:

Revenue Goals(1)

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

Achievement Status ~~as of April 1, 2022~~

$4.0 billion

20%

~~Achieved~~Certified during FY2022(3)

$4.8 billion

44%

~~Not achieved~~

Certified during FY2023(4)

$5.8 billion

74%

~~Not achieved~~

Certified during FY2023(5)

$6.8 billion

104%

Not yet achieved

$8.0 billion

140%

Not yet achieved

~~__________________________~~

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

(2)Revenue reported in the Company’s Form 10-K for the fiscal year ended June 30, 2020, was $3,339.3 million. ~~Revenue reported in the Company’s Form 10-K for the fiscal year ended June 30, 2021 was $3,557.4 million.~~

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

(4)Revenue reported for the four quarters ended June 30, 2022 was $5.20 billion. Achievement was certified subsequently during fiscal year 2023. See “—Compensation Philosophy and Objectives—Our Continued Move Toward Performance-Based Compensation Arrangements” above for a discussion of the Subsequent 2021 CEO Performance Award Vesting Events. These Subsequent 2021 CEO Performance Award Vesting Events will be both discussed further in the CD&A section and will be reflected in the executive compensation tables and narrative disclosure in next year’s proxy statement.

(5)Revenue reported for the four quarters ended September 30, 2022 was $6.02 billion. Achievement was certified during fiscal year 2023. See “- Compensation Philosophy and Objectives—Our Continued Move Toward Performance-Based Compensation Arrangements”

above for a discussion of the Subsequent 2021 CEO Performance Award Vesting Events. These Subsequent 2021 CEO Performance Award Vesting Events will be both discussed further in the CD&A section and will be reflected in the executive compensation tables and narrative disclosure in next year’s proxy statement.

The following table sets forth the Stock Price Goals which must be achieved by September 30, 2026, together with its achievement status as of ~~April 1, 2022:~~the date of this Proxy Statement:


Stock Price Goals(1)	Stock Price Goals(1)	Absolute Change in Stock Price from Grant Date Stock Price(2)	Absolute Change in Stock Price From $45 Exercise Price	Achievement Status as of April 1, 2022	Stock Price Goals(1)	Absolute Change in Stock Price from Grant Date Stock Price(2)	Absolute Change in Stock Price From $45 Exercise Price	Achievement Status
$45	$45	32%	0%	Not met	$45	32%	0%	Certified during FY2022(3)
$60	$60	76%	33%	Not met	$60	76%	33%	Certified during FY2023(4)
$75	$75	120%	67%	Not met	$75	120%	67%	Certified during FY2023(5)
$95	$95	179%	111%	Not met	$95	179%	111%	Not yet achieved
$120	$120	252%	167%	Not met	$120	252%	167%	Not yet achieved

~~(b) “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.~~

~~(c) “Board” means the Board of Directors of the Company.~~

~~(d) “Cash Incentive Award” means a cash award granted pursuant to~~ ~~Section 8~~ ~~of this Plan.~~

~~(e) “Change in Control” has the meaning set forth in~~ ~~Section 12~~ ~~of this Plan.~~

~~(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder, as such law and regulations may be amended from time to time.~~

~~(g) “Committee” means the Compensation Committeeof the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer this Plan pursuant to~~ ~~Section 10~~ ~~of this Plan.~~

(h) “Common Stock” means the common stock, par value $0.001 per share, of the Company or any security into which such common stock may be changed by reason of any transaction or event of the type referred to in ~~Section 11~~ ~~of this Plan.~~

~~(i) “Company” means Super Micro Computer, Inc., a Delaware corporation, and its successors.~~

(j) “Date of Grant” means the date provided for by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by ~~Section 9~~ ~~of this Plan, or a grant or sale of Restricted Stock, Restricted Stock Units, or other awards contemplated by~~ ~~Section 9~~ ~~of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).~~

~~(k) “Director” means a member of the Board.~~

~~(l) “Effective Date” means June 5, 2020.~~

(m) “Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

~~(o) “Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under Section 422 of the Code or any successor provision.~~

(p) “Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive

Awards or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the goals or actual levels of achievement regarding the Management Objectives, in whole or in part, as the Committee deems appropriate and equitable.

(q) “Market Value per Share” means, as of any particular date, the closing price of a share of Common Stock as reported for that date on the Nasdaq Stock Market or, if the Common Stock is not then listed on the Nasdaq Stock Market, on any other national securities exchange on which the Common Stock is listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Stock, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

~~(r) “Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right.~~

~~(s) “Option Price” means the purchase price payable on exercise of an Option Right.~~

~~(t) “Option Right” means the right to purchase Common Stock upon exercise of an award granted pursuant to~~ ~~Section 4~~ ~~of this Plan.~~

(u) “Participant” means a person who is selected by the Committee to receive benefits under this Plan and who is at the time (i) a non-employee Director, (ii) an officer or other employee of the Company or any Subsidiary, including a person who has agreed to commence serving in such capacity within 90 days of the Date of Grant, or (iii) a person, including a consultant, who provides services to the Company or any Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies the Form S-8 definition of an “employee”).

~~(v) “Performance Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of time established pursuant to~~ ~~Section 8~~ ~~of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance Share or Performance Unit are to be achieved.~~

~~(w) “Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to~~ ~~Section 8~~ ~~of this Plan.~~

~~(x) “Performance Unit” means a bookkeeping entry awarded pursuant to~~ ~~Section 8~~ ~~of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee.~~

(y) “Plan” means this Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time. This Plan was last amended and restated effective May 18, 2022.

(z) “Predecessor Plans” means the Super Micro Computer, Inc. 2006 Equity Incentive Plan, as amended or amended and restated from time to time, and the Super Micro Computer, Inc. 2016 Equity Incentive Plan, as amended or amended and restated from time to time.

~~(aa) “Restricted Stock” means Common Stock granted or sold pursuant to~~ ~~Section 6~~ ~~of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired.~~

~~(bb) “Restricted Stock Units” means an award made pursuant to~~ ~~Section 7~~ ~~of this Plan of the right to receive Common Stock, cash or a combination thereof at the end of the applicable Restriction Period.~~

~~(cc) “Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in~~ ~~Section 7~~ ~~of this Plan.~~

~~(dd) “Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for with respect to the Appreciation Right.~~

~~(ee) “Stockholder” means an individual or entity that owns one or more shares of Common Stock.~~

(ff) “Subsidiary” means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; ~~provided~~, ~~however~~, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes of stock issued by such corporation.

(gg) “Voting Power” means, at any time, the combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company or members of the board of directors or similar body in the case of another entity.

3.~~Shares Available Under this Plan.~~

~~(a)~~ ~~Maximum Shares Available Under this Plan~~.

~~(i)~~ ~~Subject to adjustment as provided in~~ ~~Section 11~~ ~~of this Plan and the share counting rules set forth in~~ ~~Section 3(b)~~ of this Plan, the number of shares of Common Stock available under this Plan for awards of (A) Option Rights or Appreciation Rights, (B) Restricted Stock, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E) awards contemplated by ~~Section 9~~ of this Plan, or (F) dividend equivalents paid with respect to awards made under this Plan will not exceed in the aggregate (x) 7,000,000 shares of Common Stock (consisting of 5,000,000 shares of Common Stock that were approved by the Stockholders in 2020 and 2,000,000 shares of Common Stock to be approved by the Stockholders in 2022), plus (y) the total number of shares remaining available for awards under the Super Micro Computer, Inc. 2016 Equity Incentive Plan, as amended or amended and restated from time to time, as of the Effective Date (zero), plus (z) the Common Stock that is subject to awards granted under this Plan or the Predecessor Plans that is added (or added back, as applicable) to the aggregate number of shares of Common Stock available under this ~~Section 3(a)(i)~~ ~~pursuant to the share counting rules of this Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.~~

~~(ii)~~ ~~Subject to the share counting rules set forth in~~ ~~Section 3(b)~~ ~~of this Plan, the aggregate number of shares of Common Stock available under~~ ~~Section 3(a)(i)~~ ~~of this Plan will be reduced by one share of Common Stock for every one share of Common Stock subject to an award granted under this Plan.~~

~~(b)~~ ~~Share Counting Rules~~.

~~(i) Except as provided in~~ ~~Section 22~~ of this Plan, if any award granted under this Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under ~~Section 3(a)(i)~~ ~~above.~~

(ii) If, after the Effective Date, any Common Stock subject to an award granted under the Predecessor Plans is forfeited, or an award granted under the Predecessor Plans (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, be available for awards under this Plan.

(iii) Notwithstanding anything to the contrary contained in this Plan: (A) Common Stock withheld by the Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under ~~Section 3(a)(i)~~ of this Plan; (B) Common Stock withheld by the Company, tendered or otherwise used to satisfy tax withholding will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under ~~Section 3(a)(i)~~ of this Plan; (C) Common Stock subject to a share-settled Appreciation Right that is not actually issued in connection with the settlement of such Appreciation Right on the exercise thereof will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under ~~Section 3(a)(i)~~ ~~of this Plan; and (D) Common Stock reacquired by the~~

Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under ~~Section 3(a)(i)~~ ~~of this Plan.~~

(iv) If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for Common Stock based on fair market value, such Common Stock will not count against the aggregate limit under ~~Section 3(a)(i)~~ ~~of this Plan.~~

~~(c)~~ ~~Limit on Incentive Stock Options~~.

~~Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment as provided in~~ ~~Section 11~~ of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 7,000,000 shares of Common Stock.

~~(d)~~ ~~Non-Employee Director Compensation Limit~~.

Notwithstanding anything to the contrary contained in this Plan, in no event will any non-employee Director in any one calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $700,000.

~~4. Option Rights.~~ The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

~~(a) Each grant will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth in~~ ~~Section 3~~ ~~of this Plan.~~

~~(b) Each grant will specify an Option Price per share of Common Stock, which Option Price (except with respect to awards under~~ ~~Section 22~~ ~~of this Plan) may not be less than the Market Value per Share on the Date of Grant.~~

(c) Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Stock owned by the Optionee having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee, by the withholding of Common Stock otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Stock so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee.

(d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Stock to which such exercise relates.

(e) Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary, if any, that is necessary before any Option Rights or installments thereof will vest. Option Rights may provide for continued vesting or the earlier vesting of such Option Rights, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

~~(f) Any grant of Option Rights may specify Management Objectives regarding the vesting of such rights.~~

(g) Option Rights granted under this Plan may be (i) options, including Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.

(h) No Option Right will be exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee.

~~(i) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.~~

(j) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

~~5. Appreciation Rights.~~

(a) The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant of Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.

~~(b) Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:~~

~~(i) Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the Company in cash, Common Stock or any combination thereof.~~

(ii) Each grant will specify the period or periods of continuous service by the Participant with the Company or any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will vest. Appreciation Rights may provide for continued vesting or the earlier vesting of such Appreciation Rights, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

~~(iii) Any grant of Appreciation Rights may specify Management Objectives regarding the vesting of such Appreciation Rights.~~

~~(iv) Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.~~

(v) Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

~~(c) Also, regarding Appreciation Rights:~~

~~(i) Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect to awards under~~ ~~Section 22~~ ~~of this Plan) may not be less than the Market Value per Share on the Date of Grant; and~~

(ii) No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions as established by the Committee.

~~6. Restricted Stock.~~ The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a) Each such grant or sale will constitute an immediate transfer of the ownership of Common Stock to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights (subject in particular to ~~Section 6(g)~~ ~~of this Plan), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described.~~

~~(b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.~~

(c) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until achievement of Management Objectives referred to in ~~Section 6(e)~~ ~~of this Plan.~~

(d) Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by any transferee).

~~(e) Any grant of Restricted Stock may specify Management Objectives regarding the vesting of such Restricted Stock.~~

(f) Notwithstanding anything to the contrary contained in this Plan, Restricted Stock may provide for continued vesting or the earlier vesting of such Restricted Stock, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

(g) Any such grant or sale of Restricted Stock may require that any and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock will be deferred until, and paid contingent upon, the vesting of such Restricted Stock.

(h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Stock will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock.

~~7. Restricted Stock Units.~~ The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a) Each such grant or sale will constitute the agreement by the Company to deliver Common Stock or cash, or a combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include achievement regarding Management Objectives) during the Restriction Period as the Committee may specify.

~~(b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.~~

(c) Notwithstanding anything to the contrary contained in this Plan, Restricted Stock Units may provide for continued vesting or the earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

(d) During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the Common Stock deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on a deferred and contingent basis, either in cash or in additional Common Stock; ~~provided~~, ~~however, that dividend equivalents or other distributions on Common Stock underlying Restricted Stock Units shall be deferred until and paid contingent upon the vesting of such Restricted Stock Units.~~

(e) Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Stock or cash, or a combination thereof.

(f) Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

~~8. Cash Incentive Awards, Performance Shares and Performance Units.~~ The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a) Each grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.

(b) The Performance Period with respect to each Cash Incentive Award or grant of Performance Shares or Performance Units will be such period of time as will be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

~~(c) Each grant of a Cash Incentive Award, Performance Shares or Performance Units will specify Management Objectives regarding the earning of the award.~~

~~(d) Each grant will specify the time and manner of payment of a Cash Incentive Award, Performance Shares or Performance Units that have been earned.~~

(e) The Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents to the holder thereof either in cash or in additional Common Stock, which dividend equivalents will be subject to deferral and payment on a contingent basis based on the Participant’s earning and vesting of the Performance Shares or Performance Units, as applicable, with respect to which such dividend equivalents are paid.

(f) Each grant of a Cash Incentive Award, Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

~~9. Other Awards.~~

~~(a) Subject to applicable law and the applicable limits set forth in~~ ~~Section 3~~ of this Plan, the Committee may authorize the grant to any Participant of Common Stock or such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Stock or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Stock, purchase rights for Common Stock, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Stock or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Common Stock delivered pursuant to an award in the nature of a purchase right granted under this ~~Section 9~~ will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Stock, other awards, notes or other property, as the Committee determines

~~(b) Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this~~ ~~Section 9~~.

(c) The Committee may authorize the grant of Common Stock as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or

~~under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.~~

~~(d) The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this~~ ~~Section 9~~ ~~on a deferred and contingent basis, either in cash or in additional Common Stock, based upon the earning and vesting of such awards.~~

~~(e) Each grant of an award under this~~ ~~Section 9~~ will be evidenced by an Evidence of Award. Each such Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve, and will specify the time and terms of delivery of the applicable award.

~~(f) Notwithstanding anything to the contrary contained in this Plan, awards under this~~ ~~Section 9~~ may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

~~10. Administration of this Plan.~~

(a) This Plan will be administered by the Committee; provided, however, that notwithstanding anything in this Plan to the contrary, the Board may grant awards under this Plan to non-employee Directors and administer this Plan with respect to such awards. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.

(b) The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents) and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.

(c) To the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; ~~provided~~, ~~however~~, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer (for purposes of Section 16 of the Exchange Act), Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization shall set forth the total number of shares of Common Stock such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

~~11. Adjustments.~~ The Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by outstanding Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of and kind of shares of Common Stock covered by other awards granted pursuant to ~~Section 9~~ of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration

~~(including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall~~require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price, respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in ~~Section 3~~ ~~of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this~~ ~~Section 11~~; ~~provided~~, ~~however, that any such adjustment to the number specified in~~ ~~Section 3(c)~~ ~~of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify.~~

~~12. Change in Control~~. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following events:

~~(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person~~”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either: (i) the then-outstanding Common Stock; or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (“~~Voting Shares~~”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries; or (D) any acquisition by any Person pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c);

~~(b) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board;~~ ~~provided~~, ~~however~~, that any individual becoming a Director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote or the approval of at least a majority of the Directors then comprising the Incumbent Board (either by a specific vote or written action or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

~~(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination~~”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Common Stock and Voting Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 66-2/3% of, respectively, the then-outstanding common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such Business Combination, of the Common Stock and Voting Shares of the Company, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

~~(d) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.~~

~~13. Detrimental Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain~~

related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any Common Stock issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Stock may be traded.

~~14. Accommodations for Participants of Different Nationalities.~~ In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom given that Participants are expected to be nationals of both the United States of America and other countries, or to be employed by the Company or any Subsidiary both within and outside of the United States of America. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) (to be considered part of this Plan) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the Stockholders.

~~15. Transferability.~~

~~(a) Except as otherwise determined by the Committee, and subject to compliance with~~ ~~Section 17(b)~~ of this Plan and Section 409A of the Code, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Cash Incentive Award, award contemplated by ~~Section 9~~ of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event will any such award granted under this Plan be transferred for value. Where transfer is permitted, references to “Participant” shall be construed, as the Committee deems appropriate, to include any permitted transferee to whom such award is transferred. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision.

(b) The Committee may specify on the Date of Grant that part or all of the Common Stock that is (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in ~~Section 6~~ ~~of this Plan, will be subject to further restrictions on transfer, including minimum holding periods.~~

~~16. Withholding Taxes.~~ To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Stock, and such Participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold Common Stock having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the Common Stock required to be delivered to the Participant, Common Stock having a value equal to the amount required to be withheld or by delivering to the Company other shares of Common Stock held by such Participant. The Common Stock used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Stock on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the Common Stock to be withheld and delivered pursuant to this ~~Section 16~~ exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences, and (ii) such additional withholding amount is authorized by the Committee. Participants

will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of Common Stock acquired upon the exercise of Option Rights.

~~17. Compliance with Section 409A of the Code.~~

(a) To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service.

(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its Subsidiaries.

(c) If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the seventh month after such separation from service.

(d) Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such award.

(e) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

~~18. Amendments.~~

~~(a) The Board may at any time and from time to time amend this Plan in whole or in part;~~ ~~provided~~, ~~however, that if an amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under~~ ~~Section 11~~ of this Plan, (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the Stockholders in order to comply with applicable law or the rules of the Nasdaq Stock Market or, if the Common Stock is not traded on the Nasdaq Stock Market, the principal national securities exchange upon which the Common Stock is traded or quoted, all as determined by the Board, then, such amendment will be subject to Stockholder approval and will not be effective unless and until such approval has been obtained.

~~(b) Except in connection with a corporate transaction or event described in~~ ~~Section 11~~ ~~of this Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price~~

of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights (including following a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights) in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Stockholder approval. This ~~Section 18(b)~~ ~~is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in~~ ~~Section 11~~ ~~of this Plan. Notwithstanding any provision of this Plan to the contrary, this~~ ~~Section 18(b)~~ ~~may not be amended without approval by the Stockholders.~~

~~(c) If permitted by Section 409A of the Code, but subject to~~ ~~Section 18(d)~~, including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any dividend equivalents or other awards made pursuant to ~~Section 9~~ ~~of this Plan subject to any vesting schedule or transfer restriction, or who holds Common Stock subject to any transfer restriction imposed pursuant to~~ ~~Section 15(b)~~ of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation Right or other award may vest or be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares or Performance Units will be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award.

~~(d) Subject to~~ ~~Section 18(b)~~ ~~of this Plan, the Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively. Except for adjustments made pursuant to~~ ~~Section 11~~ of this Plan, no such amendment will materially impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.

~~19. Governing Law.~~ ~~This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Delaware.~~

~~20. Effective Date/Termination.~~ The Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan was effective as of the Effective Date. This 2022 amendment and restatement of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan will be effective as of the date on which such amendment and restatement is approved by the Stockholders (the “Amendment and Restatement Date”). No grants will be made on or after the Effective Date under the Predecessor Plans, provided that outstanding awards granted under the Predecessor Plans continued following the Effective Date. No grant will be made under this Plan on or after the tenth anniversary of the Amendment and Restatement Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. For clarification purposes, the terms and conditions of this Plan shall not apply to or otherwise impact previously granted and outstanding awards under the Predecessor Plans, as applicable (except for purposes of providing for shares of Common Stock under such awards to be added to the aggregate number of shares of Common Stock available under ~~Section 3(a)(i)~~ ~~of this Plan pursuant to the share counting rules of this Plan).~~

~~21. Miscellaneous Provisions.~~

(a) The Company will not be required to issue any fractional Common Stock pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

(b) This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

~~(c) Except with respect to~~ ~~Section 21(e)~~ of this Plan, to the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.

(d) No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or shares thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan.

(e) Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder.

(f) No Participant will have any rights as a Stockholder with respect to any Common Stock subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such Common Stock upon the share records of the Company.

(g) The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

(h) Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of Common Stock under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances and settlements include the crediting of dividend equivalents or interest on the deferral amounts.

(i) If any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

~~22. Share-Based Awards in Substitution for Awards Granted by Another Company.~~ ~~Notwithstanding anything in this Plan to the contrary:~~

(a) Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Stock substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

(b) In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under this Plan; ~~provided~~, ~~however~~, that awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition or merger.

~~(c) Any Common Stock that is issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under~~ ~~Sections 22(a)~~ or ~~22(b)~~ ~~of this Plan will not reduce the Common Stock available for issuance or transfer under this Plan or otherwise count against the limits contained in~~ ~~Section 3~~ ~~of this Plan. In addition, no Common Stock subject to an award that is granted by, or becomes an obligation of, the Company~~

~~under~~ ~~Sections 22(a)~~ or ~~22(b)~~ ~~of this Plan will be added to the aggregate limit contained in~~ ~~Section 3(a)(i)~~ ~~of this Plan.~~


☒			No fee required
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


			Page

GENERAL INFORMATION			1

PROPOSAL 1 ELECTION OF CLASS ~~III~~I DIRECTORS			3

CORPORATE GOVERNANCE			8

MEETINGS AND COMMITTEES OF THE BOARD			1110

PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT			15

EXECUTIVE COMPENSATION			17

DIRECTOR COMPENSATION			4239

EQUITY COMPENSATION PLAN INFORMATION			4441

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND DIRECTOR INDEPENDENCE			4542

PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			4845

PROPOSAL 3 NON-BINDING ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			46

PROPOSAL 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			4947

~~PROPOSAL 4 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE SUPER MICRO COMPUTER, INC. 2020 EQUITY AND INCENTIVE COMPENSATION PLAN~~			50

AUDIT COMMITTEE REPORT			6649

ANNUAL REPORT TO STOCKHOLDERS ON FORM 10-K			6750

QUESTIONS AND ANSWERS			6750

“HOUSEHOLDING” OF PROXY MATERIALS			7155

OTHER MATTERS			7256

~~APPENDIX A - AMENDED AND RESTATED SUPER MICRO COMPUTER, INC. 2020 EQUITY AND INCENTIVE COMPENSATION PLAN~~			73


	Principal Position During Fiscal Year 2022	End of Fiscal Year 2021 Base Salary Rate(1)(2)		End of Fiscal Year 2022 Base Salary Rate(1)(3)		Base Salary % Change
David Weigand	Senior Vice President, Chief Financial Officer and Chief Compliance Officer	$	380,000	$	465,151	22.4	%
Don Clegg	Senior Vice President, Worldwide Sales	$	352,000	$	403,382	14.6	%


~~Don Clegg~~Performance Measure	Mr. Clegg received a fixed bonus, paid monthly, at a rate of $84,000 per year. Due to the termination of this program after July 2020, however, Mr. Clegg received only 1/12th of the annual amount for fiscal year 2021 ($7,000). Under the Workplace Incentive, Mr. Clegg received $2,990.Achievement	Weighting Factor	Final Weighted Score
~~George Kao~~Stock Price Increase KPI	~~Under the Workplace Incentive, Mr. Kao received $3,168.~~14.7% (or 0.147)	2X	0.294
~~Alex Hsu~~Long-Term Investor Increase KPI	~~Under the Workplace Incentive, Mr. Hsu received $768.~~ 28.2% (or 0.282)(1)	2X	0.564
~~Kevin Bauer~~Individual Performance Evaluation	~~Mr. Bauer received a fixed bonus, paid monthly, initially at a rate~~ 5.00(2)	1X	5.00
Total Multiple			5.858
Base Incentive Target			$41,800
Final Earned Performance Incentive Award Value			$244,865
Performance Cash Payout Value (20%)			$48,973
Performance RSUs Payout Value (80%)			$195,892
Number of ~~$80,000 per year, then increased to a rate of $120,000 per year~~Performance RSUs Granted in September 2019. Due to the termination of this program after July 2020, however, Mr. Bauer received only 1/12th of the annual amount for fiscal year 2021 ($10,000). Under the Workplace Incentive, Mr. Bauer received $3,408.August 2022(3)			3,752


Performance Measure	Achievement	Weighting Factor	Final Weighted Score
Stock Price Increase KPI	14.7% (or 0.147)	1X	0.147
Worldwide Revenue KPI	46.1% (or 0.461)	2X	0.921
Worldwide Net Profit KPI	138.0% (or 1.293)	2X	2.760
Individual Performance Evaluation	5.00(1)	1X	5.00
Total Multiple			8.828
Base Incentive Target			$37,664
Final Earned Performance Incentive Award Value			$332,499
Performance Cash Payout Value (50%)			$166,250
Performance RSUs Payout Value (50%)			$166,250
Number of Performance RSUs Granted in August 2022(2)			3,184


David E. Weigand
Senior Vice President, Chief Financial Officer, Corporate Secretary
San Jose, California
April ~~13, 2022~~14, 2023


Information on our website, other than this Proxy Statement, is not a part of this Proxy Statement.
The Company’s Annual Report for the year ended June 30, ~~2021~~2022 is being mailed to stockholders concurrently with the Proxy Statement. The Annual Report contains financial and other information about the Company, but is not incorporated into the Proxy Statement and is not deemed to be a part of the proxy soliciting materials.


	Principal Position During Fiscal Year 2021	Fiscal Year 2020 Base Salary Rate		Fiscal Year 2021 Base Salary Rate(1)		Base Salary % Change
Charles Liang	President, Chief Executive Officer and Chairman of the Board	$	522,236	$	1	(100)	%
David Weigand	Senior Vice President, Chief Financial Officer and Chief Compliance Officer	$	337,716	$	380,000	13	%
Don Clegg	Senior Vice President, Worldwide Sales	$	352,000	$	352,000	—	%
George Kao	Senior Vice President, Operations	$	325,728	$	325,728	—	%
Alex Hsu	Senior Chief Executive, Strategic Business	$	378,000	$	160,000	(58)	%
Kevin Bauer	Former Senior Vice President, Chief Financial Officer	$	379,040	$	379,040	—	%


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(4)	Non-Equity Incentive Plan Compensation ($)(5)	All Other Compensation ($)	Total ($)
Charles Liang President, Chief Executive Officer	2021	421,785	3,360	—	11,616,000	6,057,526	—	18,098,671
	2020	423,346	—	—	—	875,635	—	1,298,981
	2019	386,212	—	—	—	—	—	386,212

David Weigand Senior Vice President, Chief Financial Officer and Chief Compliance Officer	2021	367,709	43,360	109,188	113,280	—	—	633,537
	2020	300,347	222,107	—	—	78,970	—	601,424
	2019	270,000	48,921	221,000	215,600	—	—	755,521

Don Clegg Senior Vice President, Worldwide Sales	2021	362,140	9,990	102,515	106,200	—	—	580,845
	2020	348,459	108,970	—	—	290,581	—	748,010
	2019	336,910	146,419	132,600	215,600	—	—	831,529

George Kao Senior Vice President, Operations	2021	333,858	6,273	57,688	60,213	—	—	458,032
	2020	324,807	4,524	68,851	15,288	152,333	—	565,803
	2019	305,060	4,262	—	39,323	—	—	348,645

Alex Hsu(6) Senior Chief Executive, Strategic Business	2021	305,333	768	452,964	475,592	—	—	1,234,657
	2020	374,845	5,048	611,100	372,400	189,624	—	1,553,017
	2019	206,340	2,623	60,112	172,480	—	—	441,555

Kevin Bauer(7) Former Senior Vice President, Chief Financial Officer	2021	294,575	13,408	—	426,500	—	53,336	787,819
	2020	363,954	460,967	—	—	164,441	—	989,362
	2019	340,356	80,004	—	—	—	—	420,360


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(1)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Charles Liang	—	—	—	—	—	—	—	—	—	—	—
David Weigand	5/5/2022	—	—	—	—	—	—	—	30,000	53.04	815,700
	5/5/2022	—	—	—	—	—	—	—	9,500	53.04	258,305
	5/5/2022	—	—	—	—	—	—	4,280	—	—	227,011
	3/26/2022	8,360	(2)	—	—	—	—	—	—	—	—
	3/26/2022	—	—	—	(2)	(2)	250,000	—	—	—	126,393
Don Clegg	5/5/2022	—	—	—	—	—	—	—	3,630	53.04	98,700
	5/5/2022	—	—	—	—	—	—	1,630	—	—	86,455
	3/26/2022	18,832	(2)	—	—	—	—	—	—	—	—
	3/26/2022	—	—	—	(2)	(2)	250,000	—	—	—	97,198
George Kao	—	—	—	—	—	—	—	—	—	—	—


		Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(1)
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)
Charles Liang(2)	3/2/2021	200,000	1,000,000	1,000,000	—	—	$	45.00	$	11,616,000	(6)
David Weigand	8/4/2020	—	—	—	—	8,000	30.33		113,280
	8/4/2020	—	—	—	3,600	—	—		109,188
Don Clegg	8/4/2020	—	—	—	—	7,500	30.33		106,200
	8/4/2020	—	—	—	3,380	—	—		102,515
George Kao	10/27/2020	—	—	—	—	5,410	23.74		60,213
	10/27/2020	—	—	—	2,430	—	—		57,688
Alex Hsu	3/1/2021	—	(3)	—	(3)	—	—		452,964
	3/1/2021	—	—	—	—	(4)	(4)		475,592
Kevin Bauer	4/27/2021	—	—	—	—	10,000	38.50		183,600
	2/25/2021	—	—	—	—	(5)	(5)		242,900


	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(13)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(13)
Charles Liang	231,260	—		—		20.70	1/21/2023	—		—	—	—
	166,750	—		—		35.07	1/19/2025	—		—	—	—
	130,000	—		—		26.95	8/2/2027	—		—	—	—
	200,000	—		800,000.00	(2)	45.00	3/2/2031	—		—	—	—
David Weigand	16,072	—		—		22.10	7/31/2028	—		—	—	—
	3,928	—		—		22.10	7/31/2028	—		—	—	—
	737	3,378	(3)	—		30.33	8/4/2030	—		—	—	—
	3,263	262	(3)	—		30.33	8/4/2030	—		—	—	—
	—	5,127	(4)	—		53.04	5/5/2032	—		—	—	—
	—	4,373	(4)	—		53.04	5/5/2032	—		—	—	—
	—	30,000	(5)	—		53.04	5/5/2032	—		—	—	—
	—	—		—		—	—	1,800	(6)	72,630	—	—
	—	—		—		—	—	4,280	(7)	172,698	—	—
Don Clegg	6,000	—		—		26.75	8/4/2024	—		—	—	—
	4,000	—		—		20.54	8/3/2026	—		—	—	—
	14,679	—		—		22.10	7/31/2028	—		—	—	—
	5,321	—		—		22.10	7/31/2028	—		—	—	—
	737	3,551	(3)	—		30.33	8/4/2030	—		—	—	—
	3,013	199	(3)	—		30.33	8/4/2030	—		—	—	—
	—	3,083	(4)	—		53.04	5/5/2032	—		—	—	—
	—	547	(4)	—		53.04	5/5/2032	—		—	—	—
	—	—		—		—	—	1,690	(6)	68,192	—	—
	—	—		—		—	—	1,630	(7)	65,771	—	—
George Kao	14,840	—		—		26.95	8/2/2027	—		—	—	—
	5,160	—		—		26.95	8/2/2027	—		—	—	—
	2,229	743	(8)	—		13.00	10/30/2028	—		—	—	—
	2,968	—		—		13.00	10/30/2028	—		—	—	—
	1,364	196	(9)	—		20.37	3/27/2030	—		—	—	—
	2,028	3,382	(10)	—		23.74	10/27/2030	—		—	—	—
	—	—		—		—	—	424	(11)	17,108	—	—
	—	—		—		—	—	1,520	(12)	61,332	—	—


Name	Fees Earned or Paid in Cash ($)(3)	Stock Awards ($)(4)(5)		All Other Compensation ($)(7)	Total ($)
Daniel Fairfax	87,000	219,969		180	307,149
Judy Lin(2)	16,875	54,832		180	71,887
Saria Tseng(3)	68,345	245,985	(6)	180	314,510
Sherman Tuan	87,500	219,969		180	307,649
Shiu Leung (Fred) Chan	88,750	219,969		180	308,899
Tally Liu	103,786	219,969		180	323,935


Name		Stock Awards(1)		Option Awards
Daniel Fairfax	~~8,289~~	—		—
Judy Lin		—		—
Saria Tseng	~~8,289~~	—	—	27,000
Sherman Tuan	~~8,289~~	—	—	5,000
Shiu Leung (Fred) Chan	~~5,168~~	—		—
Tally Liu	~~8,289~~	—		—


Plan Category	Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)	Weighted-average exercise price of outstanding options, warrants and rights (b)(2)(3)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(c)(4)	Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)	Weighted-average exercise price of outstanding options, warrants and rights (b)(2)(3)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(c)(4)
Equity compensation plans approved by security holders	Equity compensation plans approved by security holders	7,045,510	$	26.17	2,730,277	Equity compensation plans approved by security holders	6,190,489	$	29.99	3,604,025
Equity compensation plans not approved by security holders	Equity compensation plans not approved by security holders	—			—	Equity compensation plans not approved by security holders	—			—
Total	Total	7,045,510			2,730,277	Total	6,190,489			3,604,025


			THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE FOREGOING RESOLUTION.


	Years Ended
Amounts in '000s	June 30, 2021		June 30, 2020
Audit Fees(1)	$	4,405	$	8,633
Audit-Related Fees	—		—
Tax Fees	225		383
All Other Fees	2		2
Total	$	4,632	$	9,018


	Years Ended
Amounts in '000s	June 30, 2022		June 30, 2021
Audit Fees(1)	$	4,488	$	4,405
Audit-Related Fees	—		—
Tax Fees	276		225
All Other Fees	2		2
Total	$	4,766	$	4,632


			THE BOARD RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, ~~2022.~~2023. PROXIES WILL BE VOTED FOR THE RATIFICATION OF THIS APPOINTMENT UNLESS OTHERWISE SPECIFIED.


Our Board and our management team believe that stockholder approval of the Amended 2020 Plan is critical to our future success. Without the additional shares of Common Stock available for award under the Amended 2020 Plan, we believe the current shares available for award under the 2020 Plan will be fully utilized by the end of the third quarter of fiscal year 2023, which is approximately 2.7 years following stockholder approval of the 2020 Plan on June 5, 2020. When stockholders previously approved the 2020 Plan, we had anticipated that the shares requested in connection therewith would last for about two to three years.

We operate in an intensely competitive labor market both in Silicon Valley and in our other locations worldwide. Talented employees expect that equity awards will be a part of their compensation package, and the ability to offer equity awards is essential to our ability to attract these employees. The substantial majority of the employers with whom we compete for talent offer equity awards as part of their compensation packages. Our ability to attract and retain high-caliber employees has been, and is expected to continue to be, a critical contributor to our success. We have historically used equity awards, both options and full value awards, to attract and retain talented employees and to align their interests with the interests of our long-term stockholders.

In alignment with the foregoing, as of February 28, 2022, as more fully discussed below, we have granted awards covering approximately 3,961,385 shares available for award under the 2020 Plan (or 65.5% of such shares available for award, inclusive of shares subsequently added to the 2020 Plan from predecessor plans under the share counting rules) as new grants and/or “catch up” grants (approximately 423,900 awards) to retain talented employees who were unable to receive grants, or received reduced grants, because of limited shares available for award during the period from September 2017—when we ceased being current with our reports with the Securities and Exchange Commission—until June 5, 2020 when stockholders approved the 2020 Plan. In addition, since the approval of the 2020 Plan, as more fully discussed above under “Executive Compensation – Compensation Discussion and Analysis – 2021 CEO Performance Award Granted in March 2021,” we granted under our 2020 Plan a long-term performance-based option award to purchase up to 1,000,000 shares of the Company’s Common Stock which may vest in five equal tranches to our CEO, Mr. Charles Liang. The 2021 CEO Performance Award, assuming maximum performance with respect to the applicable performance goals, covers 16.5% of the shares available for award under the 2020 Plan, inclusive of shares subsequently added to the 2020 Plan from predecessor plans under the share counting rules. In connection with the 2021 CEO Performance Award, Mr. Liang’s base salary was reduced to $1.00 per year (subject to applicable minimum wages law), and Mr. Liang agreed that he would not be eligible for any increase in base salary, or any other cash compensation, until June 30, 2026. As a result, nearly 100% of Mr. Liang’s compensation is performance-based based upon challenging revenue goals and stock price goals. Further, Mr. Liang must 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 under the 2021 CEO Performance Award is met in order for the corresponding tranche to vest, which helps ensure Mr. Liang’s active leadership of the Company over the long term.



Name	Number of Shares Covered by Stock Options	Number of Shares Covered by RSUs	Number of Shares Covered by PRSUs (at target)(1)
Named Executive Officers:
Charles Liang, President, Chief Executive Officer and Chairman of the Board	1,000,000(2)	—	—
David Weigand, Senior Vice President, Chief Financial Officer and Chief Compliance Officer	8,000	3,600	—
Don Clegg, Senior Vice President, Worldwide Sales	7,500	3,380	—
George Kao, Senior Vice President, Operations	5,410	2,430	—
Alex Hsu, Senior Chief Executive, Strategic Business	—	—	—
Kevin Bauer, Former Senior Vice President, Chief Financial Officer	10,000	—	—
All current executive officers a group	1,020,910	9,410	—
All current non-employee directors as a group(3)	—	83,937	—
Each associate of any of the foregoing	15,390(4)	6,930(4)	—
Each other person who received at least 5% of all awards granted	—	—	—
All employees, excluding current executive officers	782,200	2,064,928	—


			~~THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR PROPOSAL 4 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE SUPER MICRO COMPUTER, INC. 2020 EQUITY AND INCENTIVE COMPENSATION PLAN.~~