Scott Angel
About Scott Angel
Scott Angel (66) joined SMCI’s Board in March 2025 as an independent Class II director. He spent 37+ years in Deloitte’s audit and assurance practice, including 25 years as an audit partner in Silicon Valley, and led Deloitte’s semiconductor industry practice from 1993 until his retirement in December 2017. He is a CPA (inactive), a member of the AICPA, and holds a B.A. in Business Administration from the University of Washington . He is expected to stand for re-election at the annual meeting following fiscal year 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit & Assurance; Audit Partner (Silicon Valley) | 37+ years; 25 years as partner; led semiconductor industry practice 1993–2017 | Audited financial statements and internal controls; risk and compliance expertise in technology sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AICPA | Member | Not disclosed | CPA (inactive status) |
Board Governance
- Independence: The Board determined that Scott Angel is an independent director under SEC and Nasdaq rules .
- Class/Term: Class II; term ends at the annual meeting following fiscal year 2026 .
- Committee assignment: Audit Committee member (non-chair) . Note: The committee roster elsewhere in the proxy reflects FY2024 composition and may not include his post-March 2025 appointment .
- Lead independent director: Tally Liu (re-appointed January 2025; term through January 2026) .
- Board/committee cadence and engagement: In FY2024 the Board met 14 times (4 regular, 10 special) and all then-serving directors attended ≥75% of meetings; independent directors meet in executive session at least twice per year .
| Governance Item | Status/Details |
|---|---|
| Independence | Independent director |
| Committee(s) | Audit Committee – Member |
| Class/Term | Class II; term to AGM following FY2026 |
| Lead Independent Director | Tally Liu (Jan 2025–Jan 2026) |
| Board Meetings (FY2024) | 14 meetings; all then-serving directors ≥75% attendance (Angel joined Mar-2025) |
| Executive Sessions | At least twice per year without management |
Fixed Compensation
Policy applicable to non-employee directors (FY2024 structure; Angel appointed Mar-2025, so no FY2024 payments to him) :
| Component | Amount/Terms |
|---|---|
| Annual Cash Retainer | $60,000 (paid quarterly) |
| Audit Chair Retainer | +$30,000 |
| Compensation Chair Retainer | +$20,000 |
| Nominating/Gov. Chair Retainer | +$15,000 |
| Audit Committee Member | +$15,000 |
| Compensation Committee Member | +$10,000 |
| Nominating/Gov. Committee Member | +$7,500 |
| Excess Meeting Fees | $2,000 per meeting beyond regular + 10 additional meetings if properly noticed with quorum |
| Lead Independent Director Retainer | $55,000; payable in cash or equity at LID’s election |
Note: Scott Angel did not receive non-employee director compensation in FY2024 due to his March 2025 appointment .
Performance Compensation
Annual equity for non-employee directors (election mechanics and vesting) :
| Equity Element | Terms |
|---|---|
| Annual Equity Value | $255,000 target value per director |
| Election | Director may elect 100% RSUs, 50% RSUs/50% Options, or 100% Options; default 100% RSUs if no election |
| RSU Sizing | Award Value × RSU% ÷ 60-trading-day average price before grant (rounded down) |
| Option Sizing | Award Value × Option% ÷ Black-Scholes value (rounded down); 5-year term; strike = closing price on grant date |
| Vesting | Vests on last day of fiscal year of service; pro rata vesting upon earlier service end within fiscal year |
| LID Equity (if elected) | Sized off 60-day average before LID grant date; similar vesting/pro-rata and 1-year post-termination exercise window |
No performance metrics apply to director equity; awards are time-based and subject to pro rata adjustments on early service end .
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Scott Angel .
- Compensation committee interlocks: None among Compensation Committee members (FY2024); Angel was not on the committee in FY2024 .
Expertise & Qualifications
- Financial expertise: 25 years as Deloitte audit partner; led semiconductor industry practice; deep experience in auditing financial statements and internal controls .
- Sector expertise: Technology and semiconductor industry focus .
- Credentials: CPA (inactive); AICPA member; B.A. in Business Administration (University of Washington) .
Equity Ownership
| Holder | Beneficial Ownership (3/31/2025) | % Outstanding |
|---|---|---|
| Scott Angel | — | * |
Notes:
- “—” denotes no beneficial ownership reported; “*” denotes less than 1% .
- Director stock ownership guidelines: Non-employee directors must hold stock equal to 3× annual Board retainer within 5 years; compliance measured annually on 60-day average price. As of 6/30/2024, covered persons met targets (Angel joined in 2025) .
- Hedging/derivatives prohibited under insider trading policy .
Governance Assessment
Key findings relevant to investor confidence and board effectiveness:
- Strengthened audit oversight: Angel’s appointment adds a seasoned audit leader with semiconductor depth to the Audit Committee amid heightened scrutiny of financial controls and reporting . The Audit Committee met 18 times in FY2024 and oversees auditors, ICFR, disclosure controls, related-party transactions, and complaint procedures .
- Auditor transition and special committee review: EY resigned in Oct-2024 citing concerns about governance and reliance on management/Audit Committee representations; the Board’s Special Committee investigation concluded EY’s resignation and conclusions were not supported by its findings; BDO was appointed for FY2024 and FY2025 audit . This context heightens the importance of Angel’s audit expertise.
- Related-party concentration (company-level red flags): Substantial transactions with Ablecom and Compuware, entities with family ties to SMCI’s CEO and co-founder, persist. FY2024 purchases totaled $269.3M from Ablecom and $280.8M from Compuware; six months ended 12/31/2024 included $202.3M purchases from Ablecom and $173.3M from Compuware. Governance mitigants include Audit Committee review/approval of related-party transactions . Angel has no disclosed ties to these entities.
- Shareholder engagement and say-on-pay support: Management engaged with 8 of top 10 investors and ~78% of holders ≥1M shares (excluding pure quant funds, coverage rose to all top 10 and >95%); 2023 say‑on‑pay support was ~97% .
| Risk/Signal | Detail |
|---|---|
| Auditor resignation (2024) | EY resigned citing governance concerns; Special Committee disagreed; BDO appointed |
| Related-party exposure | Material purchases from Ablecom ($269.3M FY2024) and Compuware ($280.8M FY2024); ongoing activity in 2H2024 |
| Audit oversight cadence | Audit Committee held 18 meetings in FY2024; responsibilities include ICFR, disclosures, and RPT reviews |
| Investor support | ~97% say‑on‑pay approval; broad investor engagement disclosed |
RED FLAGS (company-level): Large related-party transactions and prior auditor resignation elevate governance risk. Offsetting factors include robust Audit Committee activity, adoption of a clawback policy (Oct 25, 2023) aligned to Nasdaq/SEC rules, and insider trading policy prohibiting hedging/derivatives .
Angel-specific assessment: No disclosed conflicts; independent; audit-focused profile is additive to oversight during a period of auditor transition and continued related-party scrutiny .