SUPER MICRO COMPUTER, INC., DEF 14A filed on 3/3/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Jun. 30, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SUPER MICRO COMPUTER, INC.
Entity Central Index Key 0001375365
v3.25.4
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100
Investment Based On:
SummaryAverage SummaryAveragePeer Group
CompensationCompensationCompensationCompensationTotalTotalNetRolling 4 Quarter
FiscalTable TotalActually PaidTable TotalActually PaidShareholderShareholderIncomeRevenue
Yearfor PEOto PEOfor Non-PEO NEOsto Non-PEO NEOsReturnReturn($M)($M)
(a)1
(b)2
(c)3
(d)4
(e)3
(f)5
(g)6
(h)7
(i)8
2025$442$(190,338,364)$1,723,455$(3,417,671)$1,726.31$276.13$1,049$21,972
2024$28,095,227$409,423,064$5,407,088$15,669,511$2,886.05$243.25$1,153$14,989
2023$1$92,123,653$1,296,195$5,435,046$877.95$168.27$640$7,124
2022$1$3,672,048$1,227,705$1,076,822$142.13$122.62$285$5,196
2021$18,098,671$20,489,151$738,978$714,065$123.92$150.35$112$3,557
       
Company Selected Measure Name total revenue for the four fiscal quarters during each fiscal year        
Named Executive Officers, Footnote Mr. Liang was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For each of FY2025, FY2024, FY2023 and FY2022, our non-PEO PVP NEOs (“Non-PEO NEOs”) were Messrs. Weigand, Clegg, and Kao. For FY2021, our Non-PEO NEOs were Messrs. Weigand, Clegg, Kao, Alex Hsu and Kevin Bauer (Mr. Hsu served as Senior Vice President, Chief Operating Officer until March 2021, when he transitioned to the role of Senior Chief Executive, Strategic Business, and Mr. Bauer resigned as our Chief Financial Officer in January 2021).        
Peer Group Issuers, Footnote The peer group used to calculate peer group TSR in the PVP Table is the Nasdaq Computer Index. TSR is based on the value of an initial fixed investment of $100 immediately prior to the start of fiscal year 2021, including the re-investment of any dividends.        
PEO Total Compensation Amount $ 442 $ 28,095,227 $ 1 $ 1 $ 18,098,671
PEO Actually Paid Compensation Amount $ (190,338,364) 409,423,064 92,123,653 3,672,048 20,489,151
Adjustment To PEO Compensation, Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported, without adjustment, for Mr. Liang for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. See “Executive Compensation - Fiscal Year 2025 Summary Compensation Table” for FY2025, FY2024, FY2023, and FY2022 information and “Executive Compensation - Fiscal Year 2023 Summary Compensation Table” of the proxy statement filed with the SEC on December 8, 2023 for FY2021 information.The dollar amounts reported in column (c) and (e) represent the amount of “Compensation Actually Paid” (otherwise known as CAP), as computed in accordance with SEC rules. The following table details how Compensation Actually Paid was determined:
FY2025FY2024FY2023FY2022FY2021
PEO ($)Average for Non-PEO NEO ($)PEO ($)Average for Non-PEO NEO ($)PEO ($)Average for Non-PEO NEO ($)PEO ($)Average for Non-PEO NEO ($)PEO ($)Average for Non-PEO NEO ($)
Summary Compensation Table ("SCT") Total$442 $1,723,455 $28,095,227 $5,407,088 $$1,296,195 $$1,227,705 $18,098,671 $738,978 
Pension Benefits Changes$— $— $— $— $— $— $— $— $— $— 
- Grant Date Fair Value of Stock Awards from SCT$— $880,521 $— $(2,031,800)$— $(558,490)$— $(179,019)$— $(144,471)
- Grant Date Fair Value of Option Awards from SCT$— $170,305 $(28,094,976)$(2,626,330)$— $(89,938)$— $(390,902)$(11,616,000)$(236,357)
+ Covered Year-End Fair Value of Equity Awards Granted in the Covered Year and Unvested as of Covered Year End$— $1,409,314 $303,930,000 $6,212,734 $— $1,619,698 $— $350,690 $13,996,642 $154,836 
 +/- Change in Fair Value (From Prior Year-End to Covered Year-End) of Covered Year-End Outstanding and Unvested Awards Granted in Prior Covered Years
$(30,850,000)$(2,795,635)$— $4,082,102 $78,971,740 $2,496,442 $3,672,047 $28,175 $— $73,604 
 +/- Change in Fair Value (From Prior Year-End to Vesting Date) of Awards Granted in Prior Covered Years and Vested in Covered Year
$(159,488,806)$(2,703,980)$105,492,813 $2,897,653 $13,151,912 $455,744 $— $40,173 $9,839 $99,189 
+ Vesting Date Fair Value of Awards Granted in Covered Year and Vested in Covered Year$— $— $— $1,728,065 $— $215,395 $— $— $— $28,287 
- Prior Covered Year-End Fair Value of Awards Forfeited During Covered Year$— $— $— $— $— $— $— $— $— $— 
+ Value of Dividend Equivalents Not Already Included in Covered Year CAP$— $— $— $— $— $— $— $— $— $— 
Compensation Actually Paid$(190,338,364)$(3,417,671)$409,423,064 $15,669,511 $92,123,653 $5,435,046 $3,672,048 $1,076,822 $20,489,151 $714,065 
       
Non-PEO NEO Average Total Compensation Amount $ 1,723,455 5,407,088 1,296,195 1,227,705 738,978
Non-PEO NEO Average Compensation Actually Paid Amount $ (3,417,671) 15,669,511 5,435,046 1,076,822 714,065
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in column (c) and (e) represent the amount of “Compensation Actually Paid” (otherwise known as CAP), as computed in accordance with SEC rules. The following table details how Compensation Actually Paid was determined:
FY2025FY2024FY2023FY2022FY2021
PEO ($)Average for Non-PEO NEO ($)PEO ($)Average for Non-PEO NEO ($)PEO ($)Average for Non-PEO NEO ($)PEO ($)Average for Non-PEO NEO ($)PEO ($)Average for Non-PEO NEO ($)
Summary Compensation Table ("SCT") Total$442 $1,723,455 $28,095,227 $5,407,088 $$1,296,195 $$1,227,705 $18,098,671 $738,978 
Pension Benefits Changes$— $— $— $— $— $— $— $— $— $— 
- Grant Date Fair Value of Stock Awards from SCT$— $880,521 $— $(2,031,800)$— $(558,490)$— $(179,019)$— $(144,471)
- Grant Date Fair Value of Option Awards from SCT$— $170,305 $(28,094,976)$(2,626,330)$— $(89,938)$— $(390,902)$(11,616,000)$(236,357)
+ Covered Year-End Fair Value of Equity Awards Granted in the Covered Year and Unvested as of Covered Year End$— $1,409,314 $303,930,000 $6,212,734 $— $1,619,698 $— $350,690 $13,996,642 $154,836 
 +/- Change in Fair Value (From Prior Year-End to Covered Year-End) of Covered Year-End Outstanding and Unvested Awards Granted in Prior Covered Years
$(30,850,000)$(2,795,635)$— $4,082,102 $78,971,740 $2,496,442 $3,672,047 $28,175 $— $73,604 
 +/- Change in Fair Value (From Prior Year-End to Vesting Date) of Awards Granted in Prior Covered Years and Vested in Covered Year
$(159,488,806)$(2,703,980)$105,492,813 $2,897,653 $13,151,912 $455,744 $— $40,173 $9,839 $99,189 
+ Vesting Date Fair Value of Awards Granted in Covered Year and Vested in Covered Year$— $— $— $1,728,065 $— $215,395 $— $— $— $28,287 
- Prior Covered Year-End Fair Value of Awards Forfeited During Covered Year$— $— $— $— $— $— $— $— $— $— 
+ Value of Dividend Equivalents Not Already Included in Covered Year CAP$— $— $— $— $— $— $— $— $— $— 
Compensation Actually Paid$(190,338,364)$(3,417,671)$409,423,064 $15,669,511 $92,123,653 $5,435,046 $3,672,048 $1,076,822 $20,489,151 $714,065 
The dollar amounts reported in column (d) are the average amounts of total compensation reported, without adjustment, for the Non-PEO NEOs for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. See “Executive Compensation - Fiscal Year 2025 Summary Compensation Table” and our Summary Compensation Tables for fiscal years 2025, 2024, 2023, and 2022, respectively, of this Proxy Statement and the “Executive Compensation - Fiscal Year 2023 Summary Compensation Table” for fiscal year 2021 of the proxy statement filed with the SEC on December 8, 2023.
       
Compensation Actually Paid vs. Total Shareholder Return
image (3).jpg
       
Compensation Actually Paid vs. Net Income image (4).jpg        
Compensation Actually Paid vs. Company Selected Measure
image (5).jpg
       
Tabular List, Table
Revenue Growth
Stock Price
Slow Moving & Excess and Obsolete Inventory(1)
Long-Term Investors
Top 3000 Customer Growth
Top 300 Customer Growth
       
Total Shareholder Return Amount $ 1,726.31 2,886.05 877.95 142.13 123.92
Peer Group Total Shareholder Return Amount 276.13 243.25 168.27 122.62 150.35
Net Income (Loss) $ 1,049,000,000 $ 1,153,000,000 $ 640,000,000 $ 285,000,000 $ 112,000,000
Company Selected Measure Amount 21,972,000,000 14,989,000,000 7,124,000,000 5,196,000,000 3,557,000,000
PEO Name Mr. Liang Mr. Liang Mr. Liang Mr. Liang Mr. Liang
Additional 402(v) Disclosure
Due to the use of revenue as a metric in the 2023 CEO Performance Award in FY2025, we have determined that, pursuant to the SEC’s PVP rules, our total revenue for the four fiscal quarters during each fiscal year should be designated as the “Company-Selected Measure” to be included in the far right column of the PVP Table below because we believe it is the most important financial measure that demonstrates how we sought to link executive pay to performance for FY2025.
Our total shareholder return (“TSR”) for each Covered Year is determined based on the value of an initial fixed investment of $100 immediately prior to the start of FY2021, including the reinvestment of any dividends. We have not paid any dividends since the start of fiscal year 2021.These net income results were calculated in accordance with U.S. GAAP.For purposes of this PVP Table, our Revenue results represent our total revenue for the prior four fiscal quarters during each fiscal year and were calculated substantially as described above in our Compensation Discussion and Analysis, including how such measure is calculated from our audited financial statements. See “Executive Compensation - Compensation Discussion and Analysis - Fiscal Year 2025 CEO Compensation - Discussion and Analysis of 2021 CEO Performance Award” and “Executive Compensation - Compensation Discussion and Analysis - Fiscal Year 2025 CEO Compensation - Discussion and Analysis of 2024 CEO Performance Award” for more information on the applicable calculations.As discussed above in “Executive Compensation - Compensation Discussion and Analysis (“CD&A”) - FY2025 Performance Program for Other NEOs - Performance Incentive Award,” the performance measure for this metric was determined to be zero in connection with determining compensation.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue Growth        
Measure:: 2          
Pay vs Performance Disclosure          
Name Stock Price        
Measure:: 3          
Pay vs Performance Disclosure          
Name Slow Moving & Excess and Obsolete Inventory(1)        
Measure:: 4          
Pay vs Performance Disclosure          
Name Long-Term Investors        
Measure:: 5          
Pay vs Performance Disclosure          
Name Top 3000 Customer Growth        
Measure:: 6          
Pay vs Performance Disclosure          
Name Top 300 Customer Growth        
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 303,930,000 0 0 13,996,642
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (30,850,000) 0 78,971,740 3,672,047 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (159,488,806) 105,492,813 13,151,912 0 9,839
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Aggregate Grant Date Fair Value of Option Award Amounts Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (28,094,976) 0 0 (11,616,000)
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (880,521) (2,031,800) (558,490) (179,019) (144,471)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,409,314 6,212,734 1,619,698 350,690 154,836
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,795,635) 4,082,102 2,496,442 28,175 73,604
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 1,728,065 215,395 0 28,287
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,703,980) 2,897,653 455,744 40,173 99,189
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Option Award Amounts Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (170,305) $ (2,626,330) $ (89,938) $ (390,902) $ (236,357)
v3.25.4
Award Timing Disclosure
12 Months Ended
Jun. 30, 2025
Nov. 18, 2024
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
The Compensation Committee generally holds regular quarterly meetings (which are typically held after the completion of a fiscal quarter and shortly before the Company announces its results for the just completed fiscal quarter (each, a “Regular Quarterly Meeting”)), and at such meeting the Committee considers and approves stock options and other equity-based awards, including relevant terms such as the effective date of the grant. In addition, the Compensation Committee may grant stock options and other equity-based awards between Regular Quarterly Meetings at special meetings or via unanimous written consent (together, “Special Meetings”).

Awards of stock options and other equity-based awards are typically made by the Compensation Committee in the following circumstances:

1.Initial and Biennial awards: Eligible employees (including our NEOs) receive equity-based awards (which may include stock options) in connection with their commencement of service with us or when a change in status occurs enabling such employee to become eligible to receive equity-based awards. Proposed awards are generally submitted to the Compensation Committee for approval at the first Regular Quarterly Meeting after the commencement of service by such employee or the date the change in such employee’s status occurs. Thereafter, such employee would generally be eligible to receive a refresh equity-based award (which may include stock options) at the biennial Regular Quarterly Meeting following the date of the first award (all such awards, “Biennial Awards”).

2. Scheduled Awards: The Compensation Committee also considers various scheduled awards which generally occur on a regular recurring basis (together, “Scheduled Awards”). Examples of such Scheduled Awards include:

a.The grant of the equity component of director compensation in connection with annual director service (the “Annual Director Service Award”) or lead independent director service (the “Lead Independent Director Service Award”). See “Director Compensation” for additional discussion with respect to our non-employee director compensation program.

b.The grant of equity awards earned under the performance program for an NEO (which, to date, has not included stock options) (“Performance Award Grants”). Such awards generally have terms that were pre-approved by the Compensation Committee at the time the performance program for the NEO was adopted by the Compensation Committee earlier in such fiscal year, including specified deadline dates prior to which such Performance Awards Grants are to be made and after which the results used to determine performance (some of which may depend upon financial results that are published in the Annual Report) are calculated.

3. Special Awards: From time to time, the Compensation Committee will consider, on an as-needed basis, grants of equity based-awards (which may include stock options). Circumstances for such awards may include special recognition bonuses or for the hiring or retention of a high-value employee.

The Company’s Insider Trading Policy provides for a trading window (the “Trading Window”) which generally (i) opens following the closing of trading on the second full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and (ii) closes at the close of trading on the last day of the second month of a fiscal quarter (i.e., the last day of August, November, February and May). Our Insider Trading Policy prohibits our directors, executive officers, employees and contractors from engaging in any transactions in publicly traded options, such as puts and calls, and other derivative securities, including any hedging or similar transaction, with respect to our common stock.

The Compensation Committee has generally set the grant date of options awarded to NEOs for Initial and Biennial Awards to be the first full trading day occurring after the next opening of the Trading Window, with the exercise price of the options to be equal to the closing price of our common stock on the grant date. During fiscal year 2025, Mr. Kao received Biennial Awards as refresh grants that included both stock options and RSUs. The awards were approved at the October 30, 2024 Quarterly Meeting, and became effective on November 8, 2024, the first full trading day after the Trading Window was opened on November 7, 2024, following the Company’s disclosure on November 5, 2024 of its preliminary results for the first fiscal quarter ended on September 30, 2024. On November 13, 2024, we filed a Form NT 10-Q disclosing that we would not be able to file timely our Quarterly Report on Form 10-Q for the first fiscal quarter ended September 30, 2024. We subsequently filed that report, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and our Quarterly Report on Form 10-Q for our second fiscal quarter ended December 31, 2024, on February 25, 2025.
During fiscal year 2025, except as provided in the chart below, we did not grant stock options (or similar awards) to any of our NEOs during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information:
 
Award Timing Method
The Compensation Committee has generally set the grant date of options awarded to NEOs for Initial and Biennial Awards to be the first full trading day occurring after the next opening of the Trading Window, with the exercise price of the options to be equal to the closing price of our common stock on the grant date. During fiscal year 2025, Mr. Kao received Biennial Awards as refresh grants that included both stock options and RSUs. The awards were approved at the October 30, 2024 Quarterly Meeting, and became effective on November 8, 2024, the first full trading day after the Trading Window was opened on November 7, 2024, following the Company’s disclosure on November 5, 2024 of its preliminary results for the first fiscal quarter ended on September 30, 2024. On November 13, 2024, we filed a Form NT 10-Q disclosing that we would not be able to file timely our Quarterly Report on Form 10-Q for the first fiscal quarter ended September 30, 2024. We subsequently filed that report, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and our Quarterly Report on Form 10-Q for our second fiscal quarter ended December 31, 2024, on February 25, 2025.
 
Award Timing Predetermined true  
Award Timing MNPI Considered true  
Award Timing, How MNPI Considered
The Compensation Committee has generally set the grant date of options awarded to NEOs for Initial and Biennial Awards to be the first full trading day occurring after the next opening of the Trading Window, with the exercise price of the options to be equal to the closing price of our common stock on the grant date. During fiscal year 2025, Mr. Kao received Biennial Awards as refresh grants that included both stock options and RSUs. The awards were approved at the October 30, 2024 Quarterly Meeting, and became effective on November 8, 2024, the first full trading day after the Trading Window was opened on November 7, 2024, following the Company’s disclosure on November 5, 2024 of its preliminary results for the first fiscal quarter ended on September 30, 2024. On November 13, 2024, we filed a Form NT 10-Q disclosing that we would not be able to file timely our Quarterly Report on Form 10-Q for the first fiscal quarter ended September 30, 2024. We subsequently filed that report, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and our Quarterly Report on Form 10-Q for our second fiscal quarter ended December 31, 2024, on February 25, 2025.
During fiscal year 2025, except as provided in the chart below, we did not grant stock options (or similar awards) to any of our NEOs during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information:
 
MNPI Disclosure Timed for Compensation Value false  
Awards Close in Time to MNPI Disclosures, Table
NameGrant dateNumber of securities
underlying the award
Exercise
price of the award
($/Share)
Grant date fair value of the awardPercentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
(a)(b)(c)(d)(e)(f)
Charles LiangN/AN/AN/AN/AN/A
David WeigandN/AN/AN/AN/AN/A
Don CleggN/AN/AN/AN/AN/A
George Kao11/8/202432,629$24.52
$15.66(1)
(17.0)%(2)
 
George Kao [Member]    
Awards Close in Time to MNPI Disclosures    
Name   George Kao
Underlying Securities | shares   32,629
Exercise Price | $ / shares   $ 24.52
Fair Value as of Grant Date | $   $ 15.66
Underlying Security Market Price Change   (0.170)
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Jun. 30, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true