Don Clegg
Senior Vice President of Worldwide Sales at SMCI
Executive
About Don Clegg
Don Clegg is Senior Vice President, Worldwide Sales at Super Micro Computer (SMCI). He has been with SMCI since April 2006, previously serving as Vice President of Marketing and Worldwide Business Development; he earned a B.S. in Electrical Engineering with high honors from Brigham Young University and was age 66 as of March 31, 2025 . During his recent tenure, SMCI’s revenue grew from $7.12B (FY2023) to $14.99B (FY2024) and $22.0B (FY2025), while the stock closed at $24.93 (6/30/2023), $81.94 (6/28/2024), and $49.01 (6/30/2025), reflecting strong growth followed by volatility; his incentive plan weights emphasize revenue and customer growth, aligning his pay with these drivers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Super Micro Computer, Inc. | SVP, Worldwide Sales; previously VP Marketing & Worldwide Business Development | 2006–present | Incentives tied to revenue and customer growth; FY2024 plan credited 106% Top 300 customers KPI and FY2025 plan achieved 100% Top 300 KPI, aligning sales leadership with expansion of top accounts and global revenue growth |
External Roles
- None disclosed in company filings reviewed .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Salary ($) | 398,470 | 449,469 | 448,722 | 426,474 |
| Bonus ($) | 221,620 | 88,888 | 112,817 | 109,384 |
| Fixed Bonus % of Base Salary | — | 20% | 20% | 20% |
| Fixed Bonus (paid) ($) | — | — | 89,744 | 90,616 |
Base salary rate adjustments (end-of-year rates):
| Executive | EoY FY2024 Base Salary | EoY FY2025 Base Salary | % Change |
|---|---|---|---|
| Don Clegg (SVP, Worldwide Sales) | $453,078 | $466,670 | 3.0% |
Notes
- Fixed Bonus is separate from the Annual Performance Incentive Award and paid semi-monthly as a % of base salary .
- The company added/retained Fixed Bonus to support retention given non-CEO NEO cash comp below market medians .
Performance Compensation
Annual Performance Incentive Award structure (Other NEOs):
- Base Incentive Unit: 10% of base salary for Clegg (multiplied by KPI “Multiple”) .
- Payout form: 50% cash, 50% PRSUs; PRSUs generally vest in equal annual installments over approximately 4 years starting July 1 of the new fiscal year; grants are based on a 60-trading-day average stock price and capped for share pool administration .
- CEO retains discretion via a “Compensation Adjustment Factor” due to volatility in KPIs like stock price; discretion can adjust outcomes up or down .
FY2024 KPI results and payout (Clegg)
| Metric | Weight | Target/Method | Achievement | Final Weighted Score |
|---|---|---|---|---|
| Top 3,000 Customers KPI | 2X | Percentage increase; 1.00 = 100% | 1.25 (125%) | 2.50 |
| Top 300 Customers KPI | 1X | Percentage increase; 1.00 = 100% | 1.06 (106%) | 1.06 |
| Worldwide Revenue KPI | 4X | % vs prior year; 1.00 = 100% | 1.10 (110%) | 4.40 |
| Inventory KPI | 4X | Increase in slow-moving/E&O inventory → zero | 0% | 0.00 |
| Stock Price Increase KPI | 1X | % appreciation FY23→FY24 | 2.29 (229%) | 2.29 |
| Compensation Adjustment Factor | 1X | CEO discretion | 2.00 | 2.00 |
| Total Multiple | 12.25 |
Payout mechanics (FY2024):
- Base Incentive Unit (10% of salary): $45,307.81
- Final Award: $555,021; Cash (50%): $277,510; PRSUs (50%): $277,510; PRSUs granted: 7,542 on 2/27/2025 using $36.79 60-day average; PRSUs vest over ~4 years from July 1, 2024 .
FY2025 KPI results and payout (Clegg)
| Metric | Weight | Target/Method | Achievement | Final Weighted Score |
|---|---|---|---|---|
| Top 3,000 Customers KPI | 2X | % increase | 0.55 (55%); 315 new | 1.10 |
| Top 300 Customers KPI | 1X | % increase | 1.00 (100%); 315 new | 1.00 |
| Worldwide Revenue KPI | 4X | % vs prior year | 0.47 (47%) | 1.88 |
| Inventory KPI | 4X | Increase in reserves → zero | 0% (increase of $67.9m reserves) | 0.00 |
| Stock Price Increase KPI | 1X | % appreciation FY24→FY25 | 0% (down; $81.94 to $49.01) | 0.00 |
| Compensation Adjustment Factor | 1X | CEO discretion | 2.00 | 2.00 |
| Total Multiple | 5.98 |
Payout mechanics (FY2025):
- Base Incentive Unit (10% of salary): $46,667.00
- Final Award: $279,068; Cash (50%): $139,534; PRSUs (50%): $139,534; PRSUs to be granted: 2,919; PRSUs vest over ~4 years from July 1, 2025 .
Other equity grants (illustrative, FY2024–FY2025)
| Grant Date | Type | Quantity | Exercise/Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 5/3/2024 | Stock Options (Biennial Award) | 54,210 | $78.27 | — | 25% on 5/3/2025; 1/16 each quarter thereafter to 5/3/2028 |
| 2/27/2025 | RSUs (FY2024 Performance Award) | 7,542 | $36.79 60-day avg basis | $323,929 (Clegg) | Annual installments over ~4 years from 7/1/2024 |
| 8/26/2025 | Performance Incentive Award (FY2025 portion) | — | — | Cash $139,534; PRSUs $139,534 | PRSUs vest over ~4 years from 7/1/2025 |
Equity Ownership & Alignment
Beneficial ownership (as of March 31, 2025):
- Don Clegg beneficially owned 93,283 shares (<1% of outstanding). Includes 55,770 options exercisable within 60 days and 6,170 RSU shares issuable within 60 days .
Outstanding equity awards at FY2025 year-end (June 30, 2025):
- Options (exercisable/unexercisable):
- 15,000 exercisable at $3.03
- 27,220 exercisable / 9,080 unexercisable at $5.30
- 13,550 exercisable / 40,660 unexercisable at $78.27
- RSUs (unvested) and market values at $49.01 YE price:
- 4,080 ($199,961); 15,920 ($780,239); 2,400 ($117,624); 1,980 ($97,040); 15,450 ($757,205); 6,000 ($294,060); 7,542 ($369,633) .
- Vesting mechanics (select schedules): Biennial option vesting 25% on first anniversary then quarterly thereafter; several RSU awards vest in four equal annual installments each July 1 (2023–2027), and others vest 25% on May 10 with quarterly installments thereafter (award-dependent) .
Policies affecting alignment and trading:
- Hedging/derivatives prohibited for executives (no transactions in publicly-traded options, hedging or similar) per Insider Trading Policy; grants generally tied to trading window openings .
- Stock ownership guidelines explicitly cover CEO and non-employee directors; as of June 30, 2024, covered persons met targets (guidelines do not state coverage for other NEOs) .
- No pledging disclosure was identified for Clegg in the reviewed filings .
Insider exercise/vesting activity (FY2024):
| Name | Options Exercised (#) | Value Realized on Exercise ($) | Shares Vested (#) | Value on Vesting ($) |
|---|---|---|---|---|
| Don Clegg | 280,000 | 23,822,962 | 30,480 | 1,484,682 |
Employment Terms
- Employment status: At-will; Clegg has a signed offer letter (incorporated by reference in 10-K exhibits) .
- Severance/CoC: No employment agreement and no additional severance or change-of-control benefits for NEOs; standard option post-termination exercise windows (3 months regular, 1 year disability/death) .
- Plan-level CoC definition and clawbacks: Change-in-control is defined in the Amended 2020 Plan; awards are subject to clawback under Nasdaq/SEC-compliant policy adopted Oct 25, 2023 (recovery of excess incentive-based compensation over a 3-year period) .
Multi-Year Compensation Summary (Total Direct Compensation)
| Component ($) | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Salary | 398,470 | 449,469 | 448,722 | 426,474 |
| Bonus | 221,620 | 88,888 | 112,817 | 109,384 |
| Stock Awards (RSUs/PRSUs) | 183,653 | 331,660 | 2,295,602 | 661,883 |
| Option Awards | 98,700 | — | 2,624,889 | — |
| Non-Equity Incentive (Cash Perf.) | 166,250 | 157,923 | 277,510 | 139,534 |
| All Other | — | — | 250 | 441 |
| Total | 1,068,693 | 1,027,940 | 5,759,790 | 1,337,716 |
Performance Compensation Details (Design Snapshot)
| Element | Design |
|---|---|
| Base Incentive Unit | 10% of base salary (Clegg) |
| KPI Set | Top 3,000 Customers, Top 300 Customers, Worldwide Revenue, Inventory, Stock Price Increase, Compensation Adjustment Factor (weights 1–4x as above) |
| Payout Form | 50% cash and 50% PRSUs; PRSUs vest over ~4 years from July 1 of the new fiscal year |
| Grant Practices | NEO equity grants tied to first full trading day after trading window opens; 2024 Biennial Awards granted May 3, 2024 |
| Clawbacks | Company clawback policy aligned with SEC/Nasdaq (10D) adopted Oct 25, 2023 |
Governance, Policies, and Red Flags Checklist
- Hedging/derivative ban in Insider Trading Policy; structured grant timing to avoid MNPI optics .
- Clawback policy in place (SEC/Nasdaq-compliant) .
- No executive perquisites; standard employee benefits only; no pension/SERP or nonqualified deferred compensation .
- No employment agreements or severance/CoC packages for Clegg; at-will with standard equity treatment .
Investment Implications
- Alignment and leverage: Clegg’s pay is tightly linked to revenue and customer KPIs (4x weight on revenue) with a 50/50 cash/PRSU structure; PRSUs vest over 4 years, creating multi-year alignment but also predictable vest-related selling windows once shares settle .
- Option incentives: A sizeable 5/3/2024 option grant at $78.27 vests through 5/3/2028; with YE FY2025 stock at $49.01, these options were out-of-the-money, limiting near-term exercise-driven selling; deep ITM legacy options at $3.03 and $5.30 remain exercisable and could be monetized if windows permit .
- Selling pressure and retention: Clegg realized $23.82M on option exercises in FY2024, indicating willingness/need to monetize equity; however, the company explicitly retained fixed bonuses (20% of salary) due to below-market cash pay and added performance-linked equity to aid retention, suggesting some retention risk mitigated by ongoing equity vesting .
- Governance risk: No perquisites, a modern clawback, and a hedging ban reduce governance red flags; absence of severance/CoC protections for Clegg may create retention risk in volatile periods but also limits shareholder downside on exit payouts .