--- title: "Deloitte, EY and BDO: the auditor changes of 2023–2025" language: en canonical: https://dossiertwist.com/dossiers/super-micro-computer-inc/auditor-changes-2023-2025/ as_of: 2026-10-17 keywords: ["Super Micro Computer","Supermicro","SMCI","Charles Liang","Sara Liu","Wally Liaw","Ablecom Technology","Compuware Technology","Steve Liang","Bill Liang","related-party transactions","Ernst & Young resignation","Special Committee","SEC cease-and-desist order","restatement","Nasdaq delisting","export controls","United States v. Liaw","securities class action","Leadtek Research"] --- # Deloitte, EY and BDO: the auditor changes of 2023–2025 **Question.** Why did Supermicro have three auditors between 2023 and 2025? **Answer.** Deloitte & Touche LLP, Supermicro's auditor since fiscal 2003, was replaced from fiscal 2024 by Ernst & Young LLP (EY) under an Audit Committee decision of March 2023; the company reported no disagreements with Deloitte. EY raised concerns about governance and transparency in July 2024 and resigned on October 24, 2024, saying it could no longer rely on management's and the Audit Committee's representations; Supermicro disagreed, and the board's one-member Special Committee reported in December 2024 that EY's conclusions were not supported by the facts it examined. BDO USA, P.C., appointed in November 2024, issued its opinions on February 25, 2025, when the delayed reports were filed within an exception granted by Nasdaq. ## From Deloitte to EY - Analysis: Deloitte & Touche LLP audited Supermicro from fiscal 2003. On March 9, 2023 the Audit Committee approved engaging Ernst & Young LLP (EY) for the fiscal year ending June 30, 2024; Deloitte stayed on for fiscal 2023 and was dismissed effective on completion of that audit. Supermicro's current report on the change, filed on March 15, 2023, stated that Deloitte's reports for fiscal 2022 and 2021 contained no adverse opinion or disclaimer and were not qualified, and that there were no disagreements or reportable events with Deloitte under Item 304 of Regulation S-K. In its letter to the SEC of March 14, 2023 (Exhibit 16.1) Deloitte agreed with the second to fourth paragraphs of the company's disclosure and had no basis to agree or disagree with the first and fifth. [src-031] [src-032] [src-014] [src-041] - Analysis: Deloitte's final audit, of fiscal 2023, ended with unqualified opinions: management concluded that internal control over financial reporting was effective at June 30, 2023, the annual report stated that past material weaknesses had been remediated, and Deloitte's reports of August 25, 2023 gave unqualified opinions on internal control and on the financial statements. The Audit Committee report on fiscal 2022 had been furnished by Tally Liu (chair), Daniel Fairfax and Fred Chan. Deloitte's audit fees were $5,053,000 for fiscal 2018, $7,178,000 for fiscal 2019, $4,405,000 for fiscal 2021, $4,488,000 for fiscal 2022 and $4,756,000 for fiscal 2023. BDO's audit fee for fiscal 2024 is given as $8,000,000 in the fiscal 2024 annual report but as $8,578,000 in the 2026 proxy statement, which also reports $8,084,000 for fiscal 2025; neither document explains the difference, and no EY fees appear in the retained fee tables. [src-045] [src-012] [src-014] [src-019] [src-001] ## EY's concerns and resignation - Analysis: In late July 2024, during its first audit, EY told Supermicro's Audit Committee of concerns about governance, transparency and the completeness of communications to EY and other internal-control matters, and warned that timely filing of the fiscal 2024 annual report was at significant risk. The board responded by appointing a Special Committee. After receiving more information through that review, EY told the committee that it questioned the company's commitment to integrity and ethical values, whether the Audit Committee and board could act as an oversight body independent of the CEO and management — the first two principles of the COSO internal-control framework — and whether it could rely on representations from certain members of management and from the Audit Committee. These concerns are known from Supermicro's own annual report and proxy statement; they are an auditor's stated questions, not findings, and EY's correspondence beyond its resignation letter as quoted by the company and its letter to the SEC is not retained. [src-012] - Attributed: In late July 2024 EY told Supermicro's Audit Committee of concerns about governance, transparency and the completeness of communications to EY and other internal-control matters, and warned that timely filing of the fiscal 2024 annual report was at significant risk. The board responded by appointing a Special Committee. After receiving more information through the review, EY told the Special Committee it raised questions about the company's commitment to integrity and ethical values (COSO Principle 1), about whether the Audit Committee and board could act as an oversight body independent of the CEO and management (COSO Principle 2), and about whether EY could rely on representations from certain members of management and from the Audit Committee. [src-012] - Qualification: EY's concerns as recounted by Supermicro in its annual report and proxy statement; they are an auditor's stated questions, not findings, and EY's own correspondence beyond its resignation letter as quoted by the company and its letter to the SEC is not retained. - Response: Supermicro said it disagreed with EY's decision to resign; the Special Committee later reported that EY's resignation and stated conclusions were not supported by the facts it examined. - Analysis: On October 24, 2024 EY resigned in a letter to the Audit Committee, before issuing any report on the fiscal 2024 financial statements or on internal control. It wrote that it was resigning “due to information that has recently come to our attention which has led us to no longer be able to rely on management's and the Audit Committee's representations and to be unwilling to be associated with the financial statements prepared by management”. In its current report of October 30, 2024, signed by Charles Liang, Supermicro said it disagreed with EY's decision, including because a significant number of audit procedures were incomplete and the Special Committee had not finished its review, and that it did not expect the matters raised by EY or under review by the committee to result in any restatement of its fiscal 2024 quarterly reports or of prior fiscal years. The Special Committee later reported that EY's resignation and stated conclusions were not supported by the facts it examined. The quoted reasons are EY's; the company disputed them and they were never adjudicated. BDO USA, P.C. was appointed on November 18, 2024 and, on February 25, 2025, issued an unqualified opinion on the fiscal 2024 financial statements together with an adverse opinion on internal control at June 30, 2024. [src-001] [src-012] [src-041] [src-028] - Analysis: EY's letter to the SEC of October 29, 2024 was filed as Exhibit 16.1 to the company's Item 4.01 report — the current-report item for a change of auditor. EY agreed with the first paragraph, the first sentence of the second paragraph, the third paragraph, the first three sentences of the fourth paragraph and the fifth, seventh and eighth paragraphs of Supermicro's disclosure, and said it had no basis to agree or disagree with the company's other statements; the retained letter does not say which statements those are. Supermicro's later proxy statement says that, other than as described, there were no “disagreements” with EY and no “reportable events” under Item 304 of Regulation S-K for fiscal 2023, fiscal 2024 and the period before the resignation. [src-029] [src-028] [src-001] ## The Special Committee's review - Analysis: The Special Committee consisted of one independent director, Susie Giordano (Susan Mogensen), an attorney who joined the board in August 2024 specifically to lead it. With outside counsel Cooley LLP and forensic accountants Secretariat Advisors, LLC it investigated the rehiring of employees who had resigned in 2018 after the 2017 Audit Committee investigation, current sales and revenue-recognition practices, export-control matters and related-party disclosures, reviewing about 4.1 terabytes of data and conducting 68 witness interviews. Its conclusions, announced by Supermicro on December 2, 2024, were that EY's resignation and the conclusions in its resignation letter were not supported by the facts it examined; that the evidence did not raise substantial concerns about the integrity of senior management or the Audit Committee; that the Audit Committee had shown appropriate independence; and that, with respect to rehiring former employees, the tone at the top was appropriate. These are the conclusions of a committee of Supermicro's own board, announced by the company after EY had resigned — not the findings of an auditor, regulator or court — and EY did not respond publicly in the records reviewed. [src-042] [src-001] - Analysis: On rehiring, the committee examined nine people who had resigned after the 2017 investigation and later returned as employees or contractors. It found the rehiring decisions reasonable business judgment and the processes generally appropriate, but identified lapses for which the Chief Financial Officer and Chief Compliance Officer, then David Weigand, had primary responsibility: among them, the Audit Committee or the auditor was not always informed promptly, and EY was not told before the company entered, in June 2024, into a since-terminated consulting arrangement with its former Chief Financial Officer who had resigned after the 2017 investigation. The committee found no evidence that any lapse resulted from bad faith, improper motives or disregard for accurate financial reporting or compliance by the CFO/CCO or anyone else. These are the committee's findings as announced by Supermicro, whose announcement does not name the former CFO; this dossier does not identify that person. [src-042] - Analysis: On sales, the committee reviewed 52 transactions from April 1, 2023 to June 30, 2024, including two specifically designated by EY, in a sample it selected itself; it did not disagree with any of Supermicro's revenue-recognition conclusions for any quarter in that period and found no evidence of a pattern or practice of shipping incomplete products at or near quarter-ends to recognize revenue. On exports, it reviewed 11 export transactions noted by EY and the export-control allegations in a short-seller report released on August 27, 2024, and reported seeing no evidence that anyone at Supermicro tried to circumvent export controls or knew that products might be diverted to a prohibited end user or location, and no products sold to Russian customers or shipped to Russia in violation of the export controls or sanctions in force at shipment. On the related parties named in that report, it concluded that they had been fully disclosed, did not require disclosure or, in one case, had become a related party during fiscal 2024 and would be disclosed in the annual report; the report's own assertions are described separately, as allegations. In March 2026 federal prosecutors charged a co-founder and others with diverting servers to China from 2024 onward; the committee's December 2024 announcement did not refer to that conduct. [src-042] [src-007] ## Recommendations and management changes - Analysis: Supermicro's board adopted all of the committee's recommendations, effective November 27, 2024, and announced them on December 2, 2024: to appoint a new Chief Financial Officer with large-public-company experience, with David Weigand remaining CFO until a successor was named; to appoint a Chief Accounting Officer; to appoint a separate Chief Compliance Officer, because the committee found that combining the CFO and compliance roles for longer than anticipated had impaired oversight of guardrails for rehired employees; to appoint a General Counsel with an expanded legal department; and to improve training and guardrail monitoring. The board began a search for a new Chief Financial Officer. [src-042] - Analysis: The appointments followed between November 2024 and October 2026. Kenneth Cheung, Vice President, Corporate Controller since January 2018, became Senior Vice President and Chief Accounting Officer effective November 27, 2024, taking over the principal-accounting-officer role that Weigand had held together with that of principal financial officer. Yitai Hu's promotion to General Counsel and Senior Vice President, Corporate Development, announced on March 31, 2025, was part of expanding the in-house legal department. Weigand served as Chief Compliance Officer until March 2026, when an acting Chief Compliance Officer was appointed, and on October 14, 2026 the board appointed Mark Long, Chief Financial Officer of Western Digital Corporation from 2016 to 2019, as Chief Financial Officer, at which time Weigand ceased to serve in that role. [src-042] [src-091] [src-002] [src-010] ## BDO and the delayed reports - Analysis: Because of EY's stated concerns and resignation, Supermicro could not file on time its fiscal 2024 annual report or its quarterly reports for the quarters ended September 30 and December 31, 2024, as Nasdaq Listing Rule 5250(c)(1) requires; it filed notices of late filing on August 30, 2024, November 13, 2024 and February 11, 2025. The EDGAR index lists continued-listing notices under Form 8-K Item 3.01 dated September 20, November 20 and December 6, 2024 and February 26, 2025; only the index entries are retained, and a further Item 3.01 report of May 9, 2024 concerned the composition of the Audit Committee. In its compliance plan to Nasdaq, announced on November 18, 2024 and restated on December 2, Supermicro said it believed it would be able to complete its fiscal 2024 annual report and its report for the quarter ended September 30, 2024. On December 6, 2024 Nasdaq granted an exception allowing the delinquent reports to be filed by February 25, 2025, and all three were filed on that date. Because the annual report was late, Supermicro also elected to accrue special interest, and accrued additional interest, on its 2029 Convertible Notes under the terms of the indenture. [src-012] [src-001] [src-037] [src-042] [src-041] - Analysis: The Audit Committee appointed BDO USA, P.C. as independent auditor for fiscal 2024 on November 18, 2024, reporting the change in a current report under Items 4.01 and 8.01 filed that day, then for fiscal 2025 on March 16, 2025 and for the fiscal year ending June 30, 2026. BDO audited the fiscal 2024 and 2025 financial statements. [src-001] [src-041] ## Sources - [src-031] Super Micro Computer, Inc. Form 8-K, Item 4.01, reporting the engagement of Ernst & Young LLP, U.S. Securities and Exchange Commission (EDGAR), 2023-03-15 - [src-032] Letter of Deloitte & Touche LLP to the SEC on Item 4.01 of the Form 8-K (Exhibit 16.1), U.S. Securities and Exchange Commission (EDGAR), 2023-03-14 - [src-014] Super Micro Computer, Inc. definitive proxy statement (Schedule 14A) filed in April 2023, U.S. Securities and Exchange Commission (EDGAR), 2023-04-13 - [src-041] SEC EDGAR filing index of Super Micro Computer, Inc.: Forms 8-K, October 2021 to October 2026, U.S. Securities and Exchange Commission (EDGAR) - [src-045] Super Micro Computer, Inc. Form 10-K for the fiscal year ended June 30, 2023, U.S. Securities and Exchange Commission (EDGAR), 2023-08-25 - [src-012] Super Micro Computer, Inc. Form 10-K for the fiscal year ended June 30, 2024, U.S. Securities and Exchange Commission (EDGAR), 2025-02-25 - [src-019] Super Micro Computer, Inc. definitive proxy statement (Schedule 14A) for the 2020 annual meeting, U.S. Securities and Exchange Commission (EDGAR), 2020-04-21 - [src-001] Super Micro Computer, Inc. definitive proxy statement (Schedule 14A) for the 2026 annual meeting, U.S. Securities and Exchange Commission (EDGAR), 2026-03-03 - [src-028] Super Micro Computer, Inc. Form 8-K, Item 4.01, reporting the resignation of Ernst & Young LLP, U.S. Securities and Exchange Commission (EDGAR), 2024-10-30 - [src-029] Letter of Ernst & Young LLP to the SEC on Item 4.01 of the Form 8-K (Exhibit 16.1), U.S. Securities and Exchange Commission (EDGAR), 2024-10-29 - [src-042] Super Micro Computer, Inc. Form 8-K and press release on the completion of the Special Committee review (December 2, 2024), U.S. Securities and Exchange Commission (EDGAR), 2024-12-02 - [src-007] U.S. Attorney’s Office, S.D.N.Y. press release: three charged with conspiring to unlawfully divert U.S. artificial intelligence technology to China, U.S. Department of Justice, 2026-03-19 - [src-091] Super Micro Computer, Inc. Form 8-K and press release on board and leadership appointments (March 31, 2025), U.S. Securities and Exchange Commission (EDGAR), 2025-03-31 - [src-002] Super Micro Computer, Inc. Form 10-K for the fiscal year ended June 30, 2026, U.S. Securities and Exchange Commission (EDGAR), 2026-08-31 - [src-010] Super Micro Computer, Inc. Form 8-K reporting the appointment of Mark Long as Chief Financial Officer, U.S. Securities and Exchange Commission (EDGAR), 2026-10-14 - [src-037] SEC EDGAR filing index of Super Micro Computer, Inc.: notifications of late filing (Form NT), U.S. Securities and Exchange Commission (EDGAR)