Supermicro's board of directors

analysisSupermicro's proxy statement of March 2026 reported nine directors, six of whom the board had determined to be independent under SEC rules and Nasdaq listing requirements: Judy Lin, Robert Blair, Scott Angel, Sherman Tuan, Susan Mogensen (also known as Susie Giordano) and Tally Liu. The other three were Charles Liang, Sara Liu and Yih-Shyan (Wally) Liaw. Liaw resigned effective March 20, 2026, and the annual report for fiscal 2026, filed in August 2026, gave eight authorized and eight serving directors: the same six independent directors, Charles Liang and Sara Liu. ^{1 2}

analysisAt the date of the March 2026 proxy the Audit Committee consisted of Tally Liu (chair), Robert Blair and Scott Angel; the Compensation Committee of Susan Mogensen (chair), Sherman Tuan and Tally Liu; and the Governance Committee of Judy Lin (chair), Robert Blair and Sherman Tuan. The board met 26 times in fiscal 2025, 22 of them special meetings, and the Audit Committee 70 times, 66 of them special meetings. In fiscal 2026 the board met 24 times (18 special meetings) and the Audit Committee 21 times (10 special meetings); the annual meeting of stockholders for fiscal 2026 was held on April 15, 2026. ^{1 2}

analysisThe lead independent director presides over executive sessions of the independent directors and coordinates with the Chairman of the Board. Tally Liu was appointed to the post in December 2023 for a one-year term and re-appointed in January 2025 for a further year expiring in January 2026; Scott Angel was appointed in January 2026 for a one-year term expiring in January 2027. During fiscal 2024 Supermicro adopted a new compensation clawback policy, effective October 25, 2023, which it describes as complying with new Nasdaq rules and SEC requirements. ^{3 2 1}

analysisSEC EDGAR's list of reporting owners for Super Micro Computer, Inc. records Tally Liu (as LIU TALLY C), Robert Blair (BLAIR ROBERT L), Scott Angel, Susie Giordano (later Susan Mogensen), Judy Lin (Lin Judy L.) and Sherman Tuan as directors. The individual EDGAR pages of Angel, Lin, Mogensen and Tuan list Supermicro as the only issuer for which they report ownership. ^{4 5 6 7 8}

analysisSupermicro's filings give two different start dates for Sara Liu's board service. A 2007 registration statement, the proxy statements of 2011, 2023 and 2026 and the annual reports for fiscal 2023 to 2026 date it to the company's inception in September 1993; the annual reports for fiscal 2017 (filed in 2019), 2019, 2020 and 2021 and the 2020 proxy statement date it to March 2007. The 2011 and 2020 proxies note only that listed dates include service as directors of predecessor companies, without saying which date applies to Sara Liu, and the filings from 2023 to 2026 all use September 1993 without explaining the change. The filings do not reconcile the two dates, and this account does not choose between them. ^{1 2 3 4 5 6 7 8 9 10 11 12 13}

analysisYih-Shyan (Wally) Liaw, also a co-founder, was described in the 2011 proxy statement as Vice President of International Sales, Corporate Secretary and a director since September 1993; from 1988 to 1991 he had been Vice President of Engineering at Great Tek, a computer company. He resigned from the board in January 2018, was reappointed in December 2023 and resigned again effective March 20, 2026. Supermicro announced that resignation in a press release dated March 20, 2026, the day after federal prosecutors unsealed an indictment against Liaw, and reported it on Form 8-K the same day; the board was left with eight directors and no change to its committee structure. The release gave no reason for the resignation and did not mention the indictment. ^{2 14 1 4 15 16}

analysisTally Liu was appointed to the board and the Audit Committee on January 30, 2019 and became chair of the Audit Committee on June 30, 2019. Before retiring in 2015 he was Chief Executive Officer of Wintec Industries (2012–2015) and Chairman and Chief Executive Officer of Newegg, Inc. (2008–2010, also President in 2008); earlier he held positions at Knight Ridder Inc., including Vice President of Internal Audit. ^{1 2 3 4}

analysisSherman Tuan has been a director since February 2007. He co-founded AboveNet Communications, Inc., where he was President from March 1996 to January 1998, Chief Executive Officer from March 1996 to May 2002 and a director from March 1996 to September 1999; Supermicro's fiscal 2026 annual report also describes him as AboveNet's Founder and Chief Executive Officer from September 2011 until his retirement in December 2021. Tuan founded PurpleComm, Inc. (doing business as 9x9.tv), which he chaired from June 2003 and led as Chief Executive Officer from January 2005, both until January 2018, and TelTel, a VoIP operator he led as Chief Executive Officer from June 2003 to June 2011. From September 1999 to May 2002 he was a director of Metromedia Fiber Network, Inc. ^{2 5 3 6}

analysisOn March 26, 2025 the board increased the number of directors to ten and appointed Scott Angel a Class II director effective March 31, 2025, for an initial term ending at the annual meeting following fiscal 2026. Angel spent over 37 years in the audit and assurance practice of Deloitte & Touche LLP, including 25 years as an audit partner in Silicon Valley, and led its semiconductor industry practice from 1993 until retiring in December 2017. Deloitte & Touche was Supermicro's own independent auditor from 2003 until it became the predecessor auditor in 2023. ^{7 2 3 8 9}

analysisJudy Lin has been a director since April 2022. A retired executive with 30 years in the disk drive industry, she was Vice President of Western Digital Media Operations from September 2007 to September 2012 and an independent director of MORESCO Corporation, a Japanese specialty chemicals manufacturer, from June 2014 to May 2022. Robert Blair has been a director since December 2022; he was President and Chief Executive Officer of ESS Technology, Inc., a fabless semiconductor company, from September 1999 through July 2018 and a director until August 2019, and has been a director of Pictos, Inc. since July 2008. ^{2 3 10 11}

analysisSusan Mogensen, also known as Susie Giordano, has been a director since August 2024 and Chief Legal Officer of Lime since September 2024, after about 11 years at Intel, most recently as interim general counsel. She joined the Compensation Committee on June 4, 2025 and chaired it at the date of the March 2026 proxy. SEC ownership records list her as Giordano Susie until August 28, 2024 and as Mogensen Susan afterwards. ^{2 3 12}

analysisA proxy statement filed in early 2011 described a seven-member board in three classes: Charles Liang and Sherman Tuan (Class I); Wally Liaw, Edward J. Hayes, Jr. and Gregory K. Hinckley (Class II); and Chiu-Chu (Sara) Liu Liang and Hwei-Ming (Fred) Tsai (Class III). The board determined Tuan, Hayes, Hinckley and Tsai to be independent under Nasdaq listing standards. The three standing committees consisted only of independent directors: Hayes chaired the Audit Committee, with Tsai and Hinckley; Tuan chaired the Compensation Committee, with Tsai; and Tsai chaired the Nominating and Corporate Governance Committee, with Tuan. ¹

analysisSaria Tseng, Fred Tsai and Sherman Tuan served on the Compensation Committee during fiscal 2017. The proxy statement for the annual meeting of June 5, 2020 explained that no annual meeting for the election of directors had been held since the meeting following fiscal 2016, and asked stockholders to elect all eight sitting directors: Charles Liang, Tally Liu and Sherman Tuan (Class I), Sara Liu, Michael S. McAndrews and Fred Tsai (Class II), and Daniel W. Fairfax and Saria Tseng (Class III). ^{2 3}

analysisFor the annual meeting of May 19, 2023 the proxy statement reported eight directors: Charles Liang, Sherman Tuan, Tally Liu, Robert Blair, Judy Lin, Sara Liu, Daniel Fairfax and Shiu Leung (Fred) Chan. The company stated that apart from Charles Liang and Sara Liu, who are married to each other, there were no family relationships among its directors and executive officers. ⁴

analysisAfter Fred Chan resigned from the board and its Audit Committee, Nasdaq notified Supermicro on May 3, 2024 that it did not comply with Listing Rule 5605(c)(2)(A), which requires an audit committee of three independent directors. Within the cure period, on May 9, 2024, the company added Robert Blair and Judy Lin to the Audit Committee, which then consisted of Tally Liu, Dan Fairfax, Robert Blair and Judy Lin. ⁵

analysisDaniel W. Fairfax was a director from July 2019 until June 4, 2025, when he did not stand for re-election; for the May 2023 annual meeting he was a Class III director on the Audit and Compensation Committees. He had been Senior Vice President and Chief Financial Officer of Brocade Communications from June 2011 to November 2017, and in 2020 he was also a director and audit committee chair of Energous Corporation. His EDGAR page lists earlier officer posts at Brocade, Foundry Networks and GoRemote Internet Communications. ^{1 2 3 4 5 6}

analysisShiu Leung (Fred) Chan was appointed to the board on October 28, 2020 and resigned on March 11, 2024. He founded and is president of KCR Development, Inc., a real estate developer, and founded ESS Technology, Inc., which he most recently chaired from 2015 to 2019 while it was privately held; his EDGAR page lists him at ESS Technology as director, 10 percent owner and Chairman of the Board. ^{1 2 7 8 9}

analysisSaria Tseng was a director from November 2016 until her term expired at the annual meeting of May 18, 2022. Throughout that time she was, as since 2004, Vice President of Strategic Corporate Development, General Counsel and Secretary of Monolithic Power Systems, Inc. (MPS), a semiconductor supplier with which Supermicro disclosed transactions as a related party; EDGAR lists her as an officer of MPS and a director of Supermicro. Michael S. McAndrews was a director from February 2015 until May 28, 2021, when he was not nominated for re-election; he has been a Principal of the Silicon Valley accounting firm Abbott, Stringham & Lynch since September 2013 and was a Partner at PricewaterhouseCoopers LLP from June 2002 to June 2013. Laura Black was a director from April 2012 until she resigned on June 26, 2019; she has been a Managing Director of the investment bank Needham & Company, LLC since March 1999, and EDGAR also lists her as a director of Teledyne Technologies, Viavi Solutions and Ichor Holdings. ^{10 1 2 11 12 8 13 4}

analysisHwei-Ming (Fred) Tsai was a director from August 2006 until May 28, 2021, when he was not nominated for re-election. He had been Executive Vice President and Chief Financial Officer of SinoPac Bancorp until December 2009, became an independent consultant from January 2010, and was an independent director of ANZ Bank (Taiwan) Limited from September 2013 to April 2019 and of Dynapack International Technology Corporation, a Taiwanese public company, from June 2017. ^{10 2 14 8}

analysisEdward J. Hayes, Jr. was a director from February 2007 and still served in 2011, when he was Chief Financial Officer of Pillar Data Systems, Inc. (since August 2006), after serving as Executive Vice President and Chief Financial Officer of Quantum Corporation from July 2004 to August 2006; he was also a director and Audit Committee member of Alaska Communications Systems Group, Inc., and his EDGAR page later lists him as Senior VP and CFO of Aviat Networks. Gregory K. Hinckley was a director from January 2009 and still served in 2011, when he was President and interim Chief Financial Officer of Mentor Graphics Corporation, a provider of electronic design automation software, and a director of ArcSoft and Intermec; his EDGAR page also lists directorships at Bio-Rad Laboratories, SI-BONE and Amkor Technology. ^{15 16 17}

analysisSEC EDGAR lists Bruce J. Alexander as a director reporting owner of Super Micro Computer, Inc., with a listed transaction date of March 28, 2007, and of ESS Technology, Inc. (February 16, 2007); he is not among the seven directors named in Supermicro's 2011 proxy statement. EDGAR's list of Supermicro reporting owners also still records the former directors Fred Chan, Daniel W. Fairfax, Saria Tseng, Michael S. McAndrews, Laura Black and Fred Tsai as directors, and Tsai's own page lists Supermicro as the only issuer for which he reported ownership. ^{2 18 15 14}

analysisA proxy statement filed in early 2011 disclosed transactions with Mentor Graphics, where director Gregory Hinckley was president: in fiscal 2010 Supermicro sold $630,000 of products to Mentor Graphics and bought a product from it for $68,000, and at June 30, 2010 Mentor Graphics owed Supermicro $87,000. Mentor Graphics, an Oregon corporation, terminated its SEC registration with Form 15-12B on April 10, 2017. ^{1 2}

analysisTwo directors who sat together on Supermicro's board from December 2022 until March 2024 had led the same earlier company, ESS Technology: Robert Blair was its President and Chief Executive Officer from 1999 to 2018, and Fred Chan founded it and chaired it from 2015 to 2019. Bruce J. Alexander, whom EDGAR lists as a director of both Supermicro and ESS Technology in 2007, was a third link to the company. ESS Technology, a California semiconductor company that Blair describes as having been listed on Nasdaq for nine years, ended its SEC reporting in 2008: following a merger proxy, it filed Form 15-12G on July 1, 2008, terminating the registration of its securities, and a Form 25-NSE removal from listing was filed. ^{3 4 5 6 7}