Susie Giordano
Super Micro ComputerAbout Susie Giordano
Independent Class III director at Super Micro Computer, Inc. since August 2024; age 55 as of March 31, 2025. Chief Legal Officer of Lime since September 2024, with 25+ years advising executive teams and boards on governance, compensation, M&A, securities, compliance, and crisis management. Education: JD, University of San Francisco School of Law; BA, Political Science, Cal Poly San Luis Obispo. The Board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel | Interim General Counsel; earlier VP & Managing Director, Intel Capital; M&A Counsel | ~2013–2024 (Intel Capital since 2011) | Led legal for global investment/M&A, governance and compliance |
| Deal Fusion (M&A legal consulting) | President & CEO | ~3 years | M&A advisory leadership |
| Sun Microsystems | Director of M&A and Strategic Investments | ~5 years | Corporate development, strategic transactions |
| Gunderson Dettmer; Brobeck, Phleger & Harrison | Attorney | Early career | Corporate law foundation |
| Aeris IoT SaaS | General Counsel | Prior to Intel | Technology sector legal leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Lime | Chief Legal Officer | Sept 2024 | Oversees global legal, governance, and compliance |
Board Governance
- Committee assignment: nominated to Chair the Compensation Committee upon election (no other committee assignments listed) .
- Independence: Board determined Giordano is independent; independent directors meet in executive session at least twice per year .
- Tenure: Director since August 2024; elected June 6, 2025 as Class III director (votes for: 265,783,514; withheld: 2,832,722; broker non-votes: 157,237,554) .
- Board attendance: In FY2024 the Board held 14 meetings; all then-serving directors attended ≥75%; Giordano was appointed after FY2024 period .
- Board leadership: CEO/Chair dual role; Lead Independent Director (Tally Liu) re-appointed January 2025 through January 2026 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $60,000 | Paid quarterly |
| Audit Committee chair | $30,000 | Paid quarterly |
| Compensation Committee chair | $20,000 | Paid quarterly |
| Governance Committee chair | $15,000 | Paid quarterly |
| Audit Committee member | $15,000 | Paid quarterly |
| Compensation Committee member | $10,000 | Paid quarterly |
| Governance Committee member | $7,500 | Paid quarterly |
| Excess meeting fees | $2,000 per excess meeting | Beyond regular Board + 10 additional meetings, if quorum etc. |
| Lead Independent Director retainer | $55,000 | Cash or equity election; one-year term vesting |
Notes: Giordano did not receive FY2024 director compensation because appointment occurred in August 2024 (FY2024 ended June 30, 2024) .
Performance Compensation (Director)
| Element | Structure | Vesting | Metric Linkage |
|---|---|---|---|
| Annual equity grant | $255,000 value; director elects 100% RSUs, 50/50 RSUs/options, or 100% options | Vests at last day of the fiscal year (pro-rated if service ends early) | No performance metrics; service-based vesting only |
Other Directorships & Interlocks
- Other public company boards: none disclosed for Giordano .
- Compensation Committee interlocks: none; committee members during FY2024 (Tuan—Chair, Fairfax, Liu) were independent, with no insider participation; use of Aon as independent compensation consultant and separate risk insurance services reviewed for independence (no conflicts identified) .
Expertise & Qualifications
- Legal/governance expert spanning ESG, executive compensation, securities, shareholder engagement, risk/crisis, cybersecurity, and regulatory matters .
- Deep transactional experience (Intel Capital investments, M&A) and tech industry familiarity .
- Governance Committee concluded she should serve based on corporate law skills and tech business familiarity .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Susan Mogensen (Susie Giordano) | 320 | <1% | As of March 31, 2025 |
Additional equity awards: Giordano has been granted 2,960 RSUs under the company’s equity plans through March 31, 2025 (plan history summary) .
Stock ownership guidelines: Non-employee directors must hold 3× annual Board retainer within 5 years; measurement annually; all covered persons were in compliance as of June 30, 2024 (Giordano joined later and has 5 years to comply) .
Say-on-Pay & Shareholder Feedback
- FY2023 annual meeting (Jan 22, 2024): Say-on-Pay approved with ~97% of stock present voting for NEO compensation .
- Annual meeting June 6, 2025: Say-on-Pay approved (For: 253,339,433; Against: 14,076,545; Abstain: 1,200,258; Broker non-votes: 157,237,554) .
- Ongoing investor engagement: management met with top holders and discussed filings delays, auditor changes, stock split, internal investigation, compensation philosophy .
Board Governance Signals
- Compensation governance: Giordano slated to Chair Compensation Committee amid CEO performance option program (2023 CEO Performance Award; multi-tranche revenue/stock price hurdles) — oversight focus on performance alignment and clawback policy .
- Independence safeguards: regular executive sessions; independent committee composition; published committee charters; clawback policy updated Oct 25, 2023 per Nasdaq/SEC .
- Auditor transition and special committee review: EY resigned citing concerns; Special Committee’s review concluded EY’s resignation and conclusions weren’t supported; BDO appointed; company returned to Nasdaq filing compliance (Feb 26, 2025) .
Potential Conflicts & Related-Party Exposure
- No related-party transactions or family ties disclosed for Giordano .
- Broader company related-party landscape (Ablecom/Compuware/Leadtek) involves founder/family ties and substantial transactions; Audit Committee reviews and approves related-party transactions .
Governance Assessment
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Positives:
- Independence and legal/governance expertise; slated to Chair Compensation Committee—strengthens pay oversight and policy discipline .
- Clear director compensation framework with moderate cash retainer and standardized equity; ownership guidelines to enhance alignment .
- Robust clawback policy aligned with SEC/Nasdaq; executive sessions and chartered committees .
- Shareholder support for Say-on-Pay and equity plan amendments indicates investor confidence in compensation governance .
-
Watch items / Red flags:
- Immediate ownership alignment appears low (320 shares) with guideline compliance expected over five years; monitor progress .
- Complex related-party ecosystem (Ablecom/Compuware) warrants continued rigorous Audit Committee oversight; while not tied to Giordano, it’s a board-level conflict risk .
- Recent auditor resignation and governance concerns highlighted by EY; Special Committee findings mitigate but continued transparency and control enhancements remain key .
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Implications for investors: Giordano’s appointment and pending Compensation Committee chair role suggest a tightening of compensation governance, potentially beneficial for sustaining high Say-on-Pay approval and aligning pay with performance under rigorous policies (including clawbacks). Continued monitoring of director equity accumulation and oversight of related-party transactions is warranted .