David Weigand
Senior Vice President, Chief Financial Officer and Chief Compliance Officer at SMCI
Executive
About David Weigand
David Weigand (age 66) is Senior Vice President, Chief Financial Officer (since February 2021) and Chief Compliance Officer (since May 2018) of Super Micro Computer, Inc. (SMCI). He holds an M.S. in Taxation (University of Hartford), a B.S. in Accounting (San Jose State University), and is a California CPA (inactive) . During FY2024, SMCI delivered 110.4% revenue growth to $14,989.3 million, with net income up 80.1% and diluted EPS up 68.4%, while shares appreciated from $24.93 to $81.94 (last FY trading day), underscoring strong operating and market performance under the current leadership team, including the CFO’s performance program linkage to revenue and stock price . Say‑on‑pay support was 97% in January 2024, evidencing shareholder endorsement of the compensation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hewlett Packard Enterprise (HPE) | Vice President | Nov 2016 – Apr 2018 | Senior finance leadership post‑SGI acquisition |
| Silicon Graphics International (SGI, acquired by HPE) | Vice President, Tax | Sep 2013 – Nov 2016 | Led tax functions through acquisition integration |
| Renesas Electronics America | Vice President, Chief Financial Officer | Oct 2010 – Apr 2013 | Business unit CFO for US operations of global semiconductor firm |
| NEC Electronics America | Vice President, Controller | Oct 2004 – Sep 2010 | Corporate controller responsibilities at semiconductor subsidiary |
External Roles
No current public company directorships or external board roles disclosed in the executive biography section .
Fixed Compensation
| Metric (FY2024) | Amount | Notes |
|---|---|---|
| Base Salary (paid) | $540,505 | Includes leave pay; salary effective rate at FY2024‑end was $547,017 |
| Base Salary (rate at FY2024‑end) | $547,017 | Adjusted Oct 1, 2023; retention‑driven calibration vs market |
| Fixed Bonus % of Base | 30% | Paid semi‑monthly installments |
| Fixed Bonus (paid) | $162,152 | Based on base salary changes across FY periods |
| “Bonus” (Summary Comp table) | $191,245 | Fixed/special/profit sharing/holiday/sales bonus programs per CD&A |
Performance Compensation
FY2024 CFO Performance Program – KPIs, Weighting, Targets, Actuals, and Vesting
| Metric | Weighting | Target Mapping | Actual FY2024 | Weighted Contribution |
|---|---|---|---|---|
| Stock Price Increase KPI | 2x | 100% increase = 1.00 | 229% (2.29) | 4.58 |
| Long‑Term Investor Increase KPI | 2x | 100% increase = 1.00 | 19% (0.19) | 0.38 |
| Worldwide Revenue Growth KPI | 1x | 100% increase = 1.00 | 110% (1.10) | 1.10 |
| Compensation Adjustment Factor | 1x | Scale 1.0–5.0 | 4.00 | 4.00 |
| Total Multiple | — | — | — | 10.06 |
| Payout Element | Basis | Value | Vesting |
|---|---|---|---|
| Base Incentive Unit | 10% of Base Salary | $54,701.71 | — |
| Total Performance Incentive Award | Multiple × Base Unit | $550,299 | — |
| Cash (Performance Cash) | 20% of total | $110,060 | Paid post certification |
| PRSUs (value) | 80% of total | $440,239 | Granted Feb 27, 2025; vests annually over ~4 years from Jul 1, 2024 |
| PRSUs (units) | $440,239 ÷ $36.79 avg price | 11,964 | As above |
Program Design Notes
- KPIs mapped to stock price appreciation, long‑term investor base expansion, and revenue growth; CEO‑evaluated Compensation Adjustment Factor smooths volatility impacts and total compensation outcomes .
- PRSUs granted upon Compensation Committee certification; grant date within 10 days of certification; number of PRSUs based on 60‑day average closing price .
Equity Ownership & Alignment
| Ownership (as of Mar 31, 2025) | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 407,444 | Includes options/RSUs exercisable/issuable within 60 days |
| Ownership % of shares outstanding | <1% | Asterisk denotes less than 1% |
| Options exercisable within 60 days | 248,760 | Per footnote (7) |
| RSUs issuable within 60 days | 8,620 | Per footnote (7) |
| CEO/Director stock ownership guidelines | Not applicable to CFO | Guidelines cover CEO and non‑employee directors; all covered persons met targets as of Jun 30, 2024 |
| Hedging/derivatives policy | Prohibited | Insider Trading Policy bans hedging/derivative transactions |
| Pledging disclosure | Not disclosed | No pledging disclosure noted in proxy |
Insider selling pressure indicators:
- FY2024 exercises/vests: 549,370 option shares exercised ($11,939,171 value) and 93,010 RSU shares vested ($4,814,164 value) . While CEO has specific retention provisions, the Insider Trading Policy governs officers; no pledging bans are disclosed beyond hedging prohibition .
Equity Grants, Options, and Vesting Schedules
| Grant Date | Type | Quantity | Strike | Expiration | Vesting |
|---|---|---|---|---|---|
| Aug 11, 2023 | Stock Options (Recognition) | 150,000 | $25.44 | Aug 11, 2033 | 1/8 quarterly; first vest quarter after Nov 11, 2023 |
| Aug 11, 2023 | RSUs (Recognition) | 20,000 | — | — | 50% on Aug 15, 2023; 50% on Feb 15, 2024 |
| Aug 24–25, 2023 | RSUs (FY2023 Performance payout) | 20,460; 4,330 | — | — | 25% annually from Jul 1, 2024 to Jul 1, 2027 |
| May 3, 2024 | Stock Options (Refresh) | 62,550 | $78.27 | May 3, 2034 | 25% on May 3, 2025; then 1/16 quarterly thereafter |
| May 3, 2024 | RSUs (Refresh) | 23,770 | — | — | 25% on May 10, 2025; then 1/16 quarterly thereafter |
| Feb 27, 2025 | PRSUs (FY2024 Performance payout) | 11,964 | — | — | Equal annual installments over ~4 years from Jul 1, 2024 |
Outstanding awards snapshot (FY2024 year‑end):
- Options: multiple lines including 37,500/93,750 (exercisable/unexercisable) at $25.44; 62,550 unexercisable at $78.27; legacy tranches at $3.03 and $5.30; see full table for counts and expirations .
- Unvested RSUs: 21,400; 28,140; 20,460; 4,330; 23,770 with FY2024 year‑end market values based on $81.94 share price .
Employment Terms
| Term | Detail |
|---|---|
| Employment arrangement | Offer letter; at‑will employment |
| Severance provisions | None for NEOs (including CFO) beyond standard equity post‑termination exercise windows |
| Change‑of‑control | No special severance; standard option agreement terms (exercise windows); CEO performance awards have specific CoC treatment; CFO not covered by CEO awards |
| Clawback policy | Adopted Oct 25, 2023; 3‑year recovery of excess incentive‑based compensation upon accounting restatement; not fault‑based; methods and limited impracticability exceptions detailed |
| Perquisites | None provided to NEOs |
| Pension/Deferred comp | No pension; standard 401(k); no nonqualified deferred compensation |
| Insider trading controls | Trading window policy; hedging/derivatives prohibited |
Performance & Track Record
- FY2024 performance: Revenue $14,989.3 million (+110.4% YoY); net income $1,152.7 million (+80.1% YoY); diluted EPS $1.92 (+68.4% YoY); stock reached $118.81 high during FY2024; closing price at FY year‑end $81.94 .
- CFO program alignment: KPIs tied to stock price, long‑term investor base growth, and revenue growth; FY2024 Multiple of 10.06 yielded $550,299 award (80% PRSUs/20% cash), reinforcing pay‑for‑performance .
- Capital markets/financing execution: CFO served as contact/signatory on financing documents including receivables purchase agreement (July 2025) and convertible notes documentation/hedging confirmations (June 2025), evidencing leadership in capital structure and liquidity management .
Compensation Governance & Benchmarking
- Peer group: FY2024 Compensation Study benchmarked 18 companies (e.g., Akamai, ON Semiconductor, Marvell, Microchip, NetApp, Pure Storage, Seagate, Splunk, Zebra) with expanded composition reflecting SMCI’s growth and market evolution .
- Say‑on‑pay: 97% approval at Jan 22, 2024 annual meeting, indicating investor support .
Compensation Structure Analysis
- Shift toward performance‑linked equity: CFO compensation includes PRSUs and options with explicit linkage to stock price and revenue KPIs; cash fixed bonus retained at 30% to address market percentile gaps in base salary, balancing retention and performance orientation .
- Regular refresh equity grants: Biennial refresh cycle with options/RSUs and special recognition grants; grant timing aligned to open trading windows to mitigate MNPI concerns .
- CEO‑only retention constraints: Stock retention policy specific to CEO; no equivalent mandatory retention for CFO disclosed, though hedging bans apply .
Risk Indicators & Red Flags
- Filing delays and internal investigation: Company disclosed delayed filings and a Board special committee review; CFO holds Chief Compliance Officer role, increasing accountability for control remediation and compliance risk oversight .
- Inventory reserves volatility: $54 million increase in inventory reserve charges affected sales leadership KPI scoring; underscores working capital/inventory management risk in rapid growth cycles .
- Hedging prohibited; pledging not addressed: Hedging/derivative transactions banned; no explicit pledging disclosure—no evidence of pledged shares, but absence of policy disclosure on pledging is noteworthy .
- No severance protections: Lack of severance/change‑of‑control arrangements for CFO can represent both retention risk (limited downside protection) and governance conservatism .
Investment Implications
- Strong pay‑performance alignment: CFO’s FY2024 incentive design directly ties pay to stock appreciation and revenue growth, with majority equity payout, aligning incentives with shareholder value; continued refresh grants support retention but create predictable vesting supply over 4+ years .
- Trading/overhang considerations: Significant prior option exercises and ongoing RSU vesting (e.g., 11,964 PRSUs from FY2024 award; refresh grants vesting beginning May 2025) imply periodic insider share supply; monitor Form 4 activity around trading windows for near‑term pressure signals .
- Controls and compliance: The CFO’s dual role (finance and compliance) amidst prior filing delays and investigations heightens execution risk if internal controls fail to keep pace with scale; improvements and consistent timely filings would be a positive signal .
- Retention balance: Market‑adjusted base salary and fixed bonus maintain retention competitiveness given prior low percentile positioning; absence of severance may increase departure risk in stress scenarios, but performance equity upside (options/RSUs) provides alignment to stay through vesting cycles .