Robert Blair
Director at SMCI
Board
About Robert Blair
Robert Blair (age 77) has served as an independent director of Super Micro Computer, Inc. since December 2022. He was President and CEO of ESS Technology, Inc. for 19 years (1999–2018) and served on ESS’s board through August 2019; he has been a director of Pictos, Inc. since July 2008 and previously served as its President and CEO (2008–2013). Blair holds twelve issued U.S. patents, studied electrical engineering at Arizona State University and applied economics at the University of San Francisco, and brings 35+ years of technology industry operating experience spanning marketing, sales, engineering, and general management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ESS Technology, Inc. (NASDAQ-listed for 9 years) | President & CEO; Director | CEO: Sep 1999–Jul 2018; Director: Sep 1999–Aug 2019 | Led a fabless semiconductor company; public company leadership experience |
| Pictos, Inc. | President & CEO; Director | CEO: 2008–2013; Director: since Jul 2008 | Technology licensing for CMOS imaging patents; board governance exposure |
| Global Semiconductor Alliance | Executive/industry roles (unspecified) | Not disclosed | Industry network and ecosystem experience |
| Logistix Corporation | Executive roles (unspecified) | Not disclosed | Operations and general management experience |
| XEGMAG (division of Xidex Corporation) | Executive roles (unspecified) | Not disclosed | Computer hardware/software operations experience |
External Roles
| Organization | Role | Public/Private | Tenure | Committees |
|---|---|---|---|---|
| Pictos, Inc. | Director | Private | Since Jul 2008 | Not disclosed |
| ESS Technology, Inc. | Director | Public during 9 years | Sep 1999–Aug 2019 | Not disclosed |
Board Governance
- Independence: The Board determined Blair is independent under SEC and Nasdaq rules .
- Committee assignments and chair roles:
- Audit Committee: Member; Audit met 18 times in FY2024; Board determined Blair is an “audit committee financial expert” (Item 407 of Regulation S-K) .
- Nominating and Corporate Governance Committee (“Governance Committee”): Member .
- Compensation Committee: Not a member .
- Lead Independent Director: Tally Liu (one-year term re-appointed Jan 2025 through Jan 2026) .
- Attendance and engagement: Board held 14 meetings in FY2024 (4 regular, 10 special); all directors attended at least 75% of Board and committee meetings. Blair attended 3 “Excess Meetings” (paid per policy) indicating additional engagement beyond regular sessions .
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Member | No | Financial expert designation; 18 meetings in FY2024 |
| Compensation | Not a member | — | — |
| Governance | Member | No | 7 meetings in FY2024 |
Fixed Compensation
- Policy (FY2024): Annual retainer $60,000; Audit Chair +$30,000; Compensation Chair +$20,000; Governance Chair +$15,000; Audit member +$15,000; Compensation member +$10,000; Governance member +$7,500; $2,000 per “Excess Meeting.” Blair attended 3 Excess Meetings in FY2024 .
- FY2024 Blair actuals: Cash fees $68,184; Stock awards $—; Option awards $254,505; Total $322,689 .
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (policy) | $60,000 | Payable quarterly; non-employee directors |
| Audit Committee member fee (policy) | $15,000 | Non-chair member |
| Governance Committee member fee (policy) | $7,500 | Non-chair member |
| Excess meeting fee (policy) | $2,000 per meeting | Blair attended 3 Excess Meetings in FY2024 |
| FY2024 Fees Earned (Blair) | $68,184 | Cash |
| FY2024 Stock Awards (Blair) | $— | No RSU fair value recognized in FY2024 |
| FY2024 Option Awards (Blair) | $254,505 | Aggregate grant-date fair value |
| FY2024 Total (Blair) | $322,689 | Cash + equity |
Performance Compensation
- Structure (FY2024): Annual equity grant “Award Value” $255,000; directors elect 100% RSUs, 50/50 RSUs & options, or 100% options; RSUs vest on last day of fiscal year; options granted under the 2020 Plan; grants made Aug 24, 2023 for FY2024 service. No director performance metrics (e.g., TSR, EBITDA) apply to annual director grants; they are service-based vesting .
- Non-employee director annual compensation limit under Amended Plan: $700,000 per calendar year (grant-date fair value basis) .
| Grant element | Grant date | Vehicle | Grant-date fair value per share | Quantity/Status | Vesting |
|---|---|---|---|---|---|
| FY2024 annual director grant | Aug 24, 2023 | Options (Blair) | $11.16 per option | 22,810 options outstanding as of Jun 30, 2024 | Service-based; FY2024 awards vested Jun 30, 2024 (RSUs vest date; options remain outstanding) |
| RSUs (if elected) | Aug 24, 2023 | RSUs | $26.25 per share (peers) | Blair: none recognized FY2024 | Vest fiscal year-end |
Note: The director program provides election between RSUs and options; Blair’s FY2024 compensation reflects option awards and no RSUs in the fiscal year .
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlocks/Conflicts |
|---|---|---|---|
| ESS Technology, Inc. | Director (prior) | Public (NASDAQ-listed for 9 years during Blair’s tenure) | No SMCI-related conflicts disclosed |
| Pictos, Inc. | Director (current) | Private | No SMCI-related conflicts disclosed |
Expertise & Qualifications
- Audit committee financial expert per SEC Item 407; deep operations/finance literacy for technology companies .
- 35+ years across hardware, software, semiconductors; roles include Global Semiconductor Alliance, Logistix, XEGMAG .
- 12 U.S. patents; EE studies at Arizona State University; applied economics studies at University of San Francisco .
Equity Ownership
| Measure | Value | As-of Date |
|---|---|---|
| Beneficial ownership (shares) | 9,210 | Mar 31, 2025 |
| Percent of common stock outstanding | <1% (“*”) | Mar 31, 2025 |
| Options exercisable within 60 days | 11,400 | Mar 31, 2025 (footnote) |
| Options outstanding (aggregate) | 22,810 | Jun 30, 2024 |
- Stock ownership guidelines: Non-employee directors must hold ≥3x annual Board retainer; as of Jun 30, 2024, all covered persons met their targets .
- Insider Trading Policy prohibits hedging and derivative transactions in SMCI stock, supporting alignment .
Governance Assessment
- Committee effectiveness: Blair serves on Audit and Governance; designated audit committee financial expert; Audit met 18 times in FY2024, signaling robust oversight of financial reporting, internal controls, and related-party transactions .
- Independence and attendance: Board affirms independence; all directors ≥75% attendance in FY2024; Blair’s 3 Excess Meetings indicate added engagement beyond regular sessions .
- Compensation alignment: FY2024 mix was option-heavy (cash $68,184 vs. option awards $254,505), increasing equity-at-risk orientation versus cash fees; annual director equity grants are service-based (no performance metric targets), which is typical but lacks explicit performance link .
- Ownership alignment: Meets stock ownership guidelines; holds options exercisable within 60 days (11,400) and aggregate options (22,810), but direct share ownership is modest (<1%), common among outside directors at large-cap issuers .
- Related-party exposure oversight: Company discloses extensive related-party transactions with Ablecom/Compuware and CEO-affiliated entities; Audit Committee (of which Blair is a member) reviews and approves related-party transactions per charter—positive governance control, though the ecosystem presents inherent reputational risks .
- Board leadership structure: Combined CEO/Chair (Charles Liang) is a governance risk mitigated in part by a Lead Independent Director (Tally Liu) re-appointed in Jan 2025. Continued reliance on strong committee oversight and executive sessions is important for balance .
RED FLAGS
- Concentrated related-party ecosystem (Ablecom/Compuware, CEO family employment, prior CEO margin loan tied to pledged shares) can strain investor confidence; requires vigilant Audit Committee oversight. No Blair-specific related-party transactions are disclosed, but his Audit Committee role is central to managing these risks .
- Combined Chair/CEO structure persists; effectiveness depends on Lead Independent Director and committee independence .
Positive signals
- Audit committee financial expert designation and active committee cadence support board effectiveness .
- Compliance with stock ownership guidelines and prohibition of hedging enhance alignment .