Judy Lin

About Judy Lin

Independent director since April 2022; age 72 as of March 31, 2025. Former Western Digital VP of Media Operations (2007–2012), Komag VP/management (1994–2007), and IBM Almaden Senior Scientist (1983–1994). MSc in Materials Science and Mineral Engineering (UC Berkeley) and BS in Chemical Engineering (National Cheng Kung University). Determined independent by the Board under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Chair, Nominating & Corporate Governance Committee .
• Independence: Board affirms Judy Lin as an independent director under Nasdaq/SEC criteria .
• Meeting cadence/attendance: FY2024 Board held 14 meetings (4 regular, 10 special); all directors attended at least 75% of Board/committee meetings. Audit met 18x, Compensation 16x, Governance 7x in FY2024 .
• Engagement: Director compensation policy pays $2,000 per “Excess Meeting”; Judy attended 4 such meetings in FY2024 (engagement signal) .

Fixed Compensation

Total FY2024 cash fees earned: $77,993 .

Performance Compensation

• Annual equity framework: Non‑employee directors receive an annual equity award valued at $255,000; directors may elect 100% RSUs, 50/50 RSUs & options, or 100% options; RSUs/options vest at fiscal year end (pro‑rata if service ends early); option term 5 years; exercise price = grant‑date close; shares sized by 60‑day average price (RSUs) or Black‑Scholes (options) .
• Judy Lin FY2024 equity received: Stock awards (RSUs) $124,163; Option awards $127,197; total $251,360 (service‑based vesting; no performance metrics) .
• Grant mechanics: FY2024 Annual Director Service Awards approved/granted Aug 24, 2023 during open trading window, aligning grant date/timing controls; RSU grant per‑share fair value $26.25; director option per‑share fair value $11.16 for service awards .

Other Directorships & Interlocks

• Public boards: MORESCO (Japan), independent director (2014–2022) .
• No disclosed interlocks with SMCI customers/suppliers in reviewed proxy materials; Audit Committee oversees related‑party transactions governance .

Expertise & Qualifications

• Technology and operations: Deep experience in storage hardware, technology innovation, product development, engineering, and global operations (IBM/Komag/WDC) .
• Governance credentials: Prior public board experience; current Governance Committee Chair; Audit Committee member .

Equity Ownership

Stock ownership alignment:

• Stock Ownership Guidelines: Non‑employee directors must hold 3x annual Board retainer; as of June 30, 2024, all covered persons met targets .
• Hedging/derivatives policy: Prohibits hedging and trading in derivative securities (e.g., puts/calls) by directors .

Insider trades (Form 4) — recent activity:

Source: Form 4 fetch via insider-trades skill; SEC URLs embedded above.

Governance Assessment

• Committee leadership and breadth: Governance Chair plus Audit member roles position Lin at the center of director nominations, governance standards, and financial controls oversight — a positive for board effectiveness and independence .
• Independence and attendance: Board‑affirmed independence; meaningful participation including excess meetings; all directors met minimum attendance thresholds in FY2024 .
• Director pay alignment: Cash retainers modest; equity grants with service‑based vesting (no performance metrics) reduce pay‑for‑performance signals at the director level but align with long‑term ownership guidelines; hedging prohibited .
• Ownership “skin‑in‑the‑game”: Beneficial ownership <1% (typical for non‑employee directors); options/RSUs history consistent with annual director awards and settlements; no pledging disclosures identified in reviewed materials; hedging ban in place .
• Potential conflicts/related‑party exposure: No specific related‑party transactions involving Judy Lin identified in the reviewed proxy text; Audit Committee retains oversight of related‑party approvals (structural mitigant) .
• Say‑on‑pay and investor feedback context: Company’s January 22, 2024 say‑on‑pay approval ~97% (strong investor support for compensation program context); independent directors hold regular executive sessions .

Appendix: Director Compensation (FY2024) — Summary

Notes:

• Equity grant structure/election and vesting terms per director compensation policy .
• FY2024 Annual Director Service Awards timing/grant date controls .