Sherman Tuan
Director at SMCI
Board
About Sherman Tuan
Independent director at Super Micro Computer, Inc. (SMCI). Age 71 as of March 31, 2025; director since February 2007. Founder/CEO of PurpleComm, Inc. (9x9.tv); previously co‑founded AboveNet Communications (CEO/President; director) and served as director at Metromedia Fiber Network. Holds a degree in Electrical Engineering from Feng‑Chia University (Taiwan). Currently chairs SMCI’s Compensation Committee, serves on the Nominating & Corporate Governance Committee, and is deemed independent by the Board. Term: Class I director through the annual meeting following fiscal year 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AboveNet Communications, Inc. | Co‑Founder; President (Mar 1996–Jan 1998); CEO (Mar 1996–May 2002); Director (Mar 1996–Sep 1999) | 1996–2002 (various roles) | Built internet connectivity solutions provider; executive leadership and board oversight |
| Metromedia Fiber Network, Inc. | Director | Sep 1999–May 2002 | Board service at fiber optical networking infrastructure provider |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PurpleComm, Inc. (d/b/a 9x9.tv) | Founder; CEO (since Jan 2005); Chairman (since Jun 2003) | 2003–present | Connected TV platform; ongoing operating role alongside SMCI directorship |
Board Governance
- Board status: Class I director; term ends at the annual meeting following fiscal 2025 .
- Independence: Determined independent under Nasdaq/SEC rules .
- Current committee roles: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- FY2024 service/attendance: Board held 14 meetings; all directors attended at least 75% of Board/committee meetings. Tuan also attended 9 “Excess Meetings” (paid meetings beyond regular allotment), signaling high engagement .
- Executive sessions of independent directors: Held regularly, at least twice per year .
- Lead Independent Director: Not Tuan (role held by Tally Liu; re‑appointed Jan 2025) .
Fixed Compensation (Director)
| Component | Policy/Rate | FY2024 Detail for Tuan | Source |
|---|---|---|---|
| Annual Board retainer (cash) | $60,000 | $60,000 | |
| Committee chair fee | Compensation Committee Chair: $20,000 | $20,000 | |
| Committee member fee | Governance Committee member: $7,500 | $7,500 | |
| Excess meeting fee | $2,000 per “Excess Meeting” | 9 × $2,000 = $18,000 | |
| Total cash fees (reported) | — | $105,500 |
Notes: Cash component aligns exactly with policy math: $60,000 + $20,000 + $7,500 + $18,000 = $105,500 (matches reported total) .
Performance Compensation (Director Equity)
- Structure: Annual equity grant with Award Value $255,000; directors can elect 100% RSUs, 50% RSUs/50% options, or 100% options; RSUs and options generally vest on the last day of the fiscal year of service (pro‑rated if service ends early). Options carry 5‑year terms and strike price at grant; grants use 60‑day average (for RSU sizing) and Black‑Scholes (for options) .
- FY2024 grant mechanics: FY2024 director awards were granted August 24, 2023; FY2024 RSUs/options for directors vested on June 30, 2024 .
- Tuan’s FY2024 equity: Recognized as Stock Awards (RSUs) of $248,325 (no option awards), suggesting an RSU election for the annual grant .
| Metric | FY2024 Value | Vesting | Source |
|---|---|---|---|
| Award instrument | RSUs (no options reported) | Vested 6/30/2024 | |
| Grant date | Aug 24, 2023 | Vested 6/30/2024 | |
| Reported grant date fair value | $248,325 | — | |
| Annual award policy value | $255,000 | — |
No performance metrics are attached to director equity; vesting is service‑based on the fiscal year‑end .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed beyond SMCI . |
| Prior public company boards | AboveNet Communications (director through 1999); Metromedia Fiber Network (director 1999–2002) . |
| Compensation Committee interlocks | None: no SMCI Compensation Committee member was a current/former SMCI officer; no NEO served on another issuer’s comp committee with reciprocity in FY2024 . |
Expertise & Qualifications
- Technology operator and founder with executive experience in internet connectivity and connected TV platforms (AboveNet, PurpleComm). Governance Committee concluded his business management and technical expertise support board effectiveness .
- Independent status, with active committee leadership (Compensation Chair), and engagement evidenced by Excess Meetings attendance in FY2024 .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| Sherman Tuan | 252,626 shares | <1% | Beneficial ownership as of March 31, 2025 . |
| Unexercised options (director) | 25,000 options outstanding as of 6/30/2024 | — | Aggregate non‑employee director awards table . |
| Unvested RSUs (as of 6/30/2024) | 0 (FY2024 director RSUs vested 6/30/2024) | — | . |
| Stock ownership guidelines | Directors must hold 3× annual board retainer; as of 6/30/2024, all covered persons met targets | — | . |
| Hedging/derivatives | Prohibited for directors by Insider Trading Policy | — | . |
Related-Party Exposure and Conflicts
- Audit Committee reviews/approves related‑party transactions; Compensation Committee handles compensation‑related matters; both committees composed of independent directors .
- Disclosed related‑party transactions in FY2024 involved entities affiliated with the CEO/other related persons (e.g., Green Earth Liang’s; Aeon Lighting; Leadtek), with no transactions identified involving Tuan .
Say‑on‑Pay and Shareholder Feedback
- Say‑on‑pay (Jan 22, 2024): ~97% approval for NEO compensation, indicating strong investor support for compensation framework overseen by the Compensation Committee .
- Company reports extensive investor engagement in FY2024 on filings timing, auditor change, governance, internal controls, capital efficiency, and compensation programs .
Governance Assessment
-
Strengths
- Independent director with deep operating experience in technology; serves as Compensation Committee Chair and Governance Committee member, positioning him to influence pay‑for‑performance alignment and board composition .
- High engagement: nine Excess Meetings in FY2024 in addition to regular meetings; all directors ≥75% attendance, indicating commitment to oversight during a period of rapid growth and scrutiny .
- Ownership alignment supported by director stock ownership guidelines (met as of 6/30/2024) and annual equity grants; hedging prohibited .
-
Watch items / potential risks
- Concurrent CEO role at PurpleComm (9x9.tv) represents an external time commitment; investors may monitor bandwidth as SMCI scales and as Compensation Chair responsibilities remain intensive .
- Company‑level related‑party activity (CEO‑linked entities and Leadtek) requires continued robust Audit Committee oversight; no issues tied to Tuan disclosed, but overall related‑party profile elevates governance sensitivity .
- CEO/Chair combination persists; reliance on Lead Independent Director and committee chairs (including Tuan at Compensation) for independent oversight remains important .
Overall: Tuan’s independence, long tenure, and technology/operator background, combined with his Compensation Chair role and active participation, are positives for board effectiveness. Continued vigilance around compensation rigor, investor feedback, and related‑party oversight is warranted to sustain investor confidence .