Sara Liu
Director at SMCI
Board
About Sara Liu
Sara Liu (age 63) is Co‑Founder, Senior Vice President, and a director of Super Micro Computer, Inc., serving on the Board since the company’s inception in September 1993. She previously served as Treasurer (1993–May 2019), SVP of Operations (May 2014–Feb 2018), and Chief Administrative Officer (Oct 1993–May 2019). She holds a B.S. in Accounting from Providence University (Taiwan) and is married to Charles Liang, SMCI’s Chairman, President, and CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Super Micro Computer, Inc. | Co‑Founder, Director | Sep 1993–present | Long familiarity with SMCI operations; Board service since inception |
| Super Micro Computer, Inc. | Senior Vice President | Various; currently SVP | Operational oversight; administrative leadership |
| Super Micro Computer, Inc. | Treasurer | Inception–May 2019 | Corporate treasury management |
| Super Micro Computer, Inc. | SVP Operations | May 2014–Feb 2018 | Operations leadership |
| Super Micro Computer, Inc. | Chief Administrative Officer | Oct 1993–May 2019 | Administrative leadership |
| Micro Center Computer Inc. (and others) | Accounting/Operational positions | 1985–1993 | Pre‑SMCI industry experience |
External Roles
No public company directorships or external board roles disclosed for Sara Liu in the latest proxy .
Board Governance
- Board class: Class II; term expires at the Annual Meeting following fiscal year 2026 .
- Committees: No listed membership on Audit, Compensation, or Governance committees .
- Independence: Not classified as an independent director; the Board identified seven independent directors (Fairfax, Lin, Blair, Tuan, Tally Liu, Giordano, Angel) and did not include Sara Liu .
- Attendance: The Board held 14 meetings in fiscal year 2024; all directors attended at least 75% of Board/committee meetings during their service .
- Lead Independent Director: Tally Liu (re‑appointed Jan 2025, term through Jan 2026) .
- Executive sessions: Independent directors meet in executive session regularly, no less than twice per year .
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Director Retainer (cash) | Not applicable | Employee directors (including Sara Liu) do not receive additional compensation for director service |
| Committee Membership/Chair Fees | Not applicable | Not on standing committees; employee directors do not receive director fees |
| Meeting Fees | Not applicable | Applies to non‑employee directors under policy |
| Lead Independent Director Retainer | Not applicable | Role held by Tally Liu, not Sara Liu |
| Employee Compensation Overview | FY 2024 | 9M FY 2025 (through Mar 31, 2025) |
|---|---|---|
| Total Compensation ($) | 4,373,303 | 921,500 |
| Equity Gain Included ($) | 3,894,006 | 594,276 |
Performance Compensation
No individual performance metrics tied to Sara Liu’s compensation were disclosed; equity gains reflect option exercises and RSU releases. Company‑wide equity frameworks under the Amended 2020 Plan include RSUs, stock options, and potential performance shares/units administered by the Compensation Committee, with terms (vesting, grant timing, and election mechanics) specified for directors and participants generally .
Other Directorships & Interlocks
| Company | Role | Committee Positions |
|---|---|---|
| None disclosed | — | — |
| No interlocks with competitors, suppliers, or customers disclosed for Sara Liu personally; broader Board context and committee interlocks indicate Compensation Committee members were independent and had no relationships requiring disclosure . |
Expertise & Qualifications
- Finance/operations: Decades of administrative, treasury, and operations leadership at SMCI .
- Industry familiarity: Long‑tenured co‑founder with deep company‑specific knowledge .
- Education: B.S. in Accounting, Providence University (Taiwan) .
Equity Ownership
| Item | Amount | Detail/Status |
|---|---|---|
| Beneficial Ownership (shares) | 82,766,610 | 13.5% of common stock outstanding as of Mar 31, 2025 |
| Options Exercisable ≤60 days | 58,540 | Included in beneficial ownership |
| RSUs Issuable ≤60 days | 4,490 | Included in beneficial ownership |
| Jointly Held with Charles Liang | 26,477,520 | Joint ownership component within total |
| Ownership % | 13.5% | Based on 596,765,126 shares outstanding |
Stock ownership guidelines apply to CEO and non‑executive directors; as of June 30, 2024, covered persons met targets. The insider trading policy prohibits hedging and transactions in derivative securities .
Related‑Party Exposure and Transactions
- Family employment at SMCI:
- Hung‑Fan (Albert) Liu (Sara’s brother): $8,089,915 total compensation FY 2024; $683,506 for 9M ended Mar 31, 2025 (includes equity gains) .
- Shao Fen (Carly) Kao (Sara’s sister‑in‑law): $779,471 FY 2024; $322,906 for 9M ended Mar 31, 2025 (includes equity gains) .
- Mien‑Hsia (Michelle) Hung (Sara’s sister‑in‑law): $422,058 FY 2024; $167,887 for 9M ended Mar 31, 2025 (includes equity gains) .
- Bill Liang (Sara’s son): $233,933 FY 2024; $142,796 for 9M ended Mar 31, 2025 (includes equity gains) .
- Transactions with entities affiliated with the CEO/family:
- Green Earth Liang’s Inc.: $0.5M sales; $0.1M purchases in FY 2024; chargebacks immaterial in H1 FY 2025 .
- Aeon Lighting Technology (owned >10% by CEO’s brother): ~$0.1M sales indirectly via integrator in FY 2024; no transactions in H1 FY 2025 .
- Strategic partner relationships:
- Ablecom Technology and Compuware Technology: long‑standing design/manufacturing and distribution agreements; Compuware is led by a family member, with pricing and “manufacturing value added” fees regularly reviewed; SMCI retains IP ownership for designs/tooling .
- CEO personal loan: $12.9M unsecured loan in Oct 2018 from spouse of Steve Liang; outstanding including interest $16.6M at Dec 31, 2024 ($16.4M at Jun 30, 2024); original purpose was to repay margin loans secured by SMCI stock .
- Oversight: Audit Committee reviews/approves related party transactions under charter and annual D&O questionnaires; Compensation Committee handles employment/compensation matters involving related parties .
Director Compensation (Program Context; Not Applicable to Sara Liu)
| Element | Non‑Employee Directors |
|---|---|
| Annual Retainer (cash) | $60,000; quarterly |
| Committee Chair Retainers | Audit $30,000; Compensation $20,000; Governance $15,000; quarterly |
| Committee Member Retainers | Audit $15,000; Compensation $10,000; Governance $7,500; quarterly |
| Excess Meeting Fees | $2,000 per excess meeting attended beyond regular and first 10 additional meetings |
| Annual Equity Grant | $255,000 Award Value; election among RSUs/options; vesting at fiscal year‑end; option term 5 years; grant timing tied to trading window |
| Employee directors (including Sara Liu) do not receive director compensation . |
Governance Assessment
- Independence and committee effectiveness: Sara Liu is not independent and holds no standing committee seats, which can weaken checks‑and‑balances on oversight typically provided by independent directors on Audit/Compensation/Governance committees .
- Ownership alignment vs control risk: Very high beneficial ownership (13.5%) and joint holdings with the CEO signal strong alignment but also concentrated control that may reduce minority shareholder influence .
- Conflicts and related parties: Multiple family members employed at SMCI with substantial compensation, and transactions with entities affiliated with the CEO/family, represent recurring conflict‑risk areas; however, policies route such matters to the Audit/Compensation Committees for review and approval .
- Board engagement: Attendance met minimum thresholds; independent director executive sessions occur regularly, and lead independent director role is in place, partially mitigating concentrated influence .
RED FLAGS
- Non‑independence of a long‑tenured director who is spouse of CEO; potential influence on oversight .
- Family employment and affiliate transactions (Green Earth Liang’s; Aeon Lighting; Ablecom/Compuware), increasing perceived conflict exposure despite committee oversight processes .
- CEO historic pledging implied by margin loan context; while not attributed to Sara Liu, joint holdings and family connections heighten governance sensitivity .
Signals that may support investor confidence
- Formal related‑party approval procedures, stock ownership/retention policies, and prohibition on hedging/derivatives under the insider trading policy .
- Regular independent director executive sessions and a designated lead independent director .
- Transparent disclosure of director compensation framework and grant‑timing tied to trading windows (though not applicable to Sara Liu) .