Charles Liang
About Charles Liang
Charles Liang (age 67) is Founder, President, Chief Executive Officer, and Chairman of Super Micro Computer, Inc., roles he has held since the company’s inception in September 1993; he 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, and has been granted 23 U.S. server technology patents . Under Liang’s tenure, FY2024 revenue grew 110.4% to $14,989.3 million, net income rose 80.1% to $1,152.7 million, diluted EPS increased 68.4% to $1.92, and the stock reached a fiscal-year high of $118.81 on March 13, 2024; the stock price increased 229% from June 30, 2023 to June 28, 2024, used as a KPI in executive incentives . Liang’s compensation has been almost entirely performance-based since 2021, via the fully-vested 2021 CEO Performance Award (10,000,000 options at $4.50) and the 2023 CEO Performance Award (5,000,000 options at $45) with stringent stock-price and rolling four-quarter revenue milestones; four tranches of the 2023 award vested in 2025, and the $21.0B revenue milestone was certified on August 26, 2025 while the $110 stock-price goal remains outstanding .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Micro Center Computer Inc. | President & Chief Design Engineer | 1991–1993 | High-end motherboard design leadership |
| Chips & Technologies, Inc. | Senior Design Engineer & Project Leader | 1988–1991 | Chipset technology engineering and project leadership |
| Suntek Information International Group | Senior Design Engineer & Project Leader | 1988–1991 | System and software development leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy biography | — | — | No other public-company board roles disclosed for Liang |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $1 | $1 |
| Cash Bonus Eligibility | No cash bonuses through the earlier of full vesting of 2023 award or March 31, 2029 | No cash bonuses through the earlier of full vesting of 2023 award or March 31, 2029 |
Performance Compensation
2021 CEO Performance Award (10,000,000 options at $4.50; five equal 2,000,000-share tranches)
| Tranche | Revenue Goal | Stock Price Goal | Certification Date(s) | Shares Vested | Exercise Price |
|---|---|---|---|---|---|
| 1 | $4.0B rolling four quarters | $4.50 (60-day avg) | Aug 2022 | 2,000,000 | $4.50 |
| 2 | $4.8B | $6.00 | Oct 2022 | 2,000,000 | $4.50 |
| 3 | $5.8B | $7.50 | Jan 2023 | 2,000,000 | $4.50 |
| 4 | $6.8B | $9.50 | Sep 2023 | 2,000,000 | $4.50 |
| 5 | $8.0B (achieved for four quarters ended Dec 31, 2023) | $12.00 (achieved May 30, 2023) | Feb 12, 2024 | 2,000,000 | $4.50 |
2023 CEO Performance Award (5,000,000 options at $45; five equal 1,000,000-share tranches; shares exercised before Nov 14, 2026 must be held until that date)
| Tranche | Revenue Goal | Stock Price Goal | Certification Date(s) | Vesting Status | Exercise Price | Sale Restriction |
|---|---|---|---|---|---|---|
| 1 | $13.0B rolling four quarters | $45.00 (60-day avg) | Stock: Mar 2, 2024; Revenue: Feb 27, 2025 | Vested 1,000,000 | $45.00 | Hold until Nov 14, 2026 |
| 2 | $15.0B | $60.00 | Stock: Apr 1, 2024; Revenue: Apr 22, 2025 | Vested 1,000,000 | $45.00 | Hold until Nov 14, 2026 |
| 3 | $17.0B | $75.00 | Stock: Apr 1, 2024; Revenue: Apr 22, 2025 | Vested 1,000,000 | $45.00 | Hold until Nov 14, 2026 |
| 4 | $19.0B | $90.00 | Stock: May 5, 2024; Revenue: Apr 22, 2025 | Vested 1,000,000 | $45.00 | Hold until Nov 14, 2026 |
| 5 | $21.0B (certified Aug 26, 2025) | $110.00 | Revenue: Aug 26, 2025; Stock: not yet achieved | Unvested (pending $110 stock goal) | $45.00 | Hold until Nov 14, 2026 once vested/exercised |
Equity Ownership & Alignment
| Ownership Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 82,766,610 shares; 13.5% of outstanding |
| Options exercisable within 60 days (included above) | 15,300,000 shares |
| Joint holdings with spouse (Sara Liu) | 26,477,520 shares jointly held |
| Stock ownership guidelines | CEO target = 3x pre-grant salary ($522,236); all covered persons in compliance as of June 30, 2024 |
| Retention/holding requirements | Must retain at least 50% of net shares for 36 months; 2023 CEO option exercises must be held until Nov 14, 2026, except sales to cover exercise price and taxes |
| Hedging/derivatives policy | Hedging and transactions in publicly-traded options are prohibited for insiders |
| Historical pledging red flag | 2018 margin loans secured by SMCI shares were called; Liang borrowed ~$12.9M (unsecured) from a related party to repay margin loans; balance was ~$16.6M at Dec 31, 2024 |
Employment Terms
- No written employment agreement for Liang; he receives a de minimis salary of $1 and no cash bonuses through the earlier of full vesting of the 2023 award or March 31, 2029 .
- Change-of-control terms for 2023 CEO Performance Award: revenue goals are disregarded; vesting depends solely on stock-price goals using the greater of the last closing price or per-share transaction consideration; no full acceleration .
- Clawback: new Nasdaq/SEC-compliant clawback adopted October 25, 2023; recovery of excess incentive-based compensation over a three-year period in the event of restatements (fault not required), with limited impracticability exceptions; legacy recoupment policy applies to earlier periods .
Board Governance
| Attribute | Detail |
|---|---|
| Board role and class | Chairman; Class I director; term expires at AGM following fiscal year 2025 |
| Committee memberships | Not listed on Audit, Compensation, or Governance committees; those committees are comprised solely of independent, non-employee directors |
| Independence status | Board determined seven of ten current directors are independent; Liang is not independent |
| Lead Independent Director | Tally Liu appointed for one-year term; re-appointed January 2025–January 2026 |
| Executive sessions | Independent directors meet in executive session regularly (no less than twice per year) |
| Board meeting attendance | Board held 14 meetings in FY2024; all directors attended at least 75% of meetings of the Board and their committees |
Dual-role implications:
- CEO/Chairman structure persists due to founder status and Board size, with a Lead Independent Director to enhance independent oversight . Independent-only committees and regular executive sessions partially mitigate concentration of power, but spousal presence on the board (Sara Liu) may raise perceived independence concerns among some investors .
Compensation Structure Analysis
- Pay-for-performance alignment: Liang’s pay has shifted nearly entirely to multi-year, performance-based stock options with high exercise-price premiums ($4.50 was 32% above grant-date price in 2021; $45.00 was ~53% above grant-date price in 2023), and no cash bonuses until 2029 at the latest .
- Long-horizon vesting: 2023 award milestones extend through March 31, 2029 for stock price and December 31, 2028 for revenue, with sale restrictions until November 14, 2026 on exercises, reinforcing long-term alignment and reducing near-term sell pressure .
- Shareholder support: Say-on-pay approval was ~97% at the January 22, 2024 meeting, reflecting investor endorsement of the compensation framework .
- Consultant independence: Aon provided compensation consulting (fees $102k) and separate commercial insurance services ($358k) in prior periods; the Compensation Committee assessed and found no conflicts for FY2024 .
- Peer group tightening: Peer group expanded and refreshed in FY2024 to reflect company growth and market metrics; includes Akamai, Marvell, Microchip, ON, Seagate, Splunk, Zebra, etc. .
Performance Compensation (Detailed KPI Table for Other NEO Programs – Context)
Although focused on Liang, the CFO/SVP programs show emphasis on stock price, revenue growth, customer expansion, and inventory quality; Liang’s own compensation lacks annual cash incentives and centers on multi-year option milestones .
Related Party Transactions (Governance red flags)
- Transactions with entities affiliated with Liang and his family were small and conducted at market terms, but signal potential conflict exposure: Green Earth Liang’s sales ~$0.5M and purchases $0.1M in FY2024; indirect sales to Aeon Lighting ($0.1M) owned >10% by Liang’s brother; Leadtek transactions followed affiliates’ investment, with sales ~$1.4M and purchases ~$2.1M since the investment .
- 2018 margin loan episode required personal borrowing to cover margin calls on pledged SMCI shares; loan remains outstanding, highlighting historical pledging risk .
Equity Ownership & Alignment (Breakdown Table)
| Component | Shares/Detail |
|---|---|
| Total beneficial ownership | 82,766,610 shares (13.5% of 596,765,126 outstanding) |
| Options exercisable within 60 days | 15,300,000 shares |
| Joint holdings (with spouse Sara Liu) | 26,477,520 shares |
| Ownership guideline compliance | Met as of June 30, 2024 |
| Retention policy | Retain ≥50% net shares for 36 months; 2023 CEO option exercises held until Nov 14, 2026 |
Employment Contracts, Severance, and Change-of-Control Economics
- Contract term and auto-renewal: Not applicable; no written employment agreement for Liang (at-will not explicitly stated for CEO) .
- Severance multiples: None disclosed for Liang; company generally has no severance or change-of-control benefits for NEOs other than specific treatment under the 2023 CEO Performance Award .
- Change-of-control treatment: For 2023 CEO Performance Award, vesting upon change-in-control depends only on stock-price goal achievement, using greater of last close or transaction price; no full acceleration based solely on transaction .
- Clawbacks: Nasdaq/SEC-compliant clawback policy effective Oct 25, 2023; recovery of excess incentive-based compensation over a three-year period in restatement scenarios .
Board Service History and Committee Roles
| Year(s) | Role | Committee Roles | Notes |
|---|---|---|---|
| 1993–present | Chairman, President, CEO | None of Audit/Comp/Governance | Founder; Class I director with term expiring following FY2025 |
| 2025 board structure | Lead Independent Director | Lead Independent Director: Tally Liu | Lead Independent Director re-appointed Jan 2025–Jan 2026 |
| Independence | Majority independent board | Audit, Compensation, Governance all independent-only | Independents meet in executive session ≥2x per year; all directors ≥75% attendance in FY2024 |
Investment Implications
- Alignment and retention: $1 salary and no cash bonuses through at least 2029 anchor pay to long-horizon operational and stock milestones; 2023 option sale restrictions until Nov 14, 2026 reduce near-term insider selling pressure .
- Optionality-driven exposure: With 4,000,000 of 5,000,000 2023 award shares vested and 10,000,000 from 2021 fully vested, potential exercises post–Nov 14, 2026 could add supply; monitor 60-day average stock price vs $110 to assess timing of final tranche vesting .
- Governance risk flags: Historical pledging/margin calls and ongoing related-party transactions introduce perceived governance risk; presence of spouse on the board may raise independence concerns despite Lead Independent Director and independent-only committees .
- Execution upside: FY2024 operating momentum (revenue +110.4% YoY, net income +80.1% YoY) and milestone certifications suggest strong operational execution; say-on-pay support (~97%) indicates investor confidence in pay design tied to performance .