Tally Liu
Lead Independent Director at SMCI
Board
About Tally Liu
Independent director since January 2019; age 74 as of March 31, 2025. Retired since 2015; prior CEO roles at Wintec Industries (2012–2015) and Newegg (CEO 2008–2010; President 2008). Credentials include CPA (retired), CISA, CISM, and CCSA; MBA (Florida Atlantic University) and BA of Commerce (National Chengchi University), with executive programs at Stanford (Advanced Finance Program, 1986) and Harvard (AMP, 1998). The Board classifies Liu as an independent director under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wintec Industries | Chief Executive Officer | 2012–2015 | Led supply chain solutions for high‑tech manufacturers |
| Newegg, Inc. | Chairman & CEO; President | CEO 2008–2010; President 2008 | Led consumer tech e‑commerce operations |
| Knight Ridder Inc. | VP, Finance & Advanced Technology; VP, Internal Audit | Not disclosed | Financial oversight and internal audit leadership |
| International Newspapers Financial Executives (INFE) | President | 1 year (pre‑merger with other associations) | Industry finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in the proxy . |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; not on Governance Committee .
- Lead Independent Director: appointed December 2023 for one year; re‑appointed January 2025 for another one‑year term (expires January 2026) .
- Independence: Board determined Liu is independent; seven of ten directors are independent .
- Attendance: Board held 14 meetings in FY2024; all directors attended ≥75% of Board/committee meetings; Liu attended 20 “Excess Meetings” (beyond regular meetings + up to 10 additional), signaling high engagement .
- Audit Committee activity: met 18 times in FY2024; Board designated Liu as an “audit committee financial expert” .
- Executive sessions: independent directors meet in executive session regularly (no less than twice per year) .
Fixed Compensation
| Component (FY2024 policy) | Amount | Basis / Notes |
|---|---|---|
| Annual Board retainer (cash) | $60,000 | Non‑employee directors, payable quarterly |
| Audit Committee Chair retainer (cash) | $30,000 | Payable quarterly |
| Compensation Committee member retainer (cash) | $10,000 | Non‑chair member, payable quarterly |
| Meeting fees (Excess Meetings) | $2,000 per meeting | Paid for meetings in excess of regular Board meetings and up to 10 additional meetings; Liu attended 20 Excess Meetings in FY2024 |
| Lead Independent Director retainer | $55,000 | One‑year term; payable in cash or equity at director’s election |
| Director | Fees Earned or Paid in Cash (FY2024) | Notes |
|---|---|---|
| Tally Liu | $140,000 | Consistent with $60k Board + $30k Audit Chair + $10k Comp member + ~$40k from 20 Excess Meetings × $2k |
The $140,000 cash total for FY2024 aligns with policy components and Liu’s disclosed excess‑meeting attendance .
Performance Compensation
| Grant | Instrument | Grant-Date | Grant-Date Fair Value Metrics | Vesting / Terms |
|---|---|---|---|---|
| Annual Director Service Award (FY2024) | RSUs and/or Options (director’s election) | Aug 24, 2023 | RSUs at $26.25/share; Options at $11.16/share Black‑Scholes; Award Value $255,000 framework | |
| Annual Director Service Award (FY2024) | RSUs/Options | Aug 24, 2023 | Director can elect 100% RSUs, 50/50, or 100% options; exercise price = closing price on grant date; option term 5 years | |
| Lead Independent Director Award (FY2024) | RSUs/Options (election) | Feb 1, 2024 | RSUs at $58.35/share; Options at $26.74/share; LID Annual Retainer $55,000 | |
| Annual Director Service Award Vesting | RSUs/Options | FY2024 service | Vested on June 30, 2024 (pro‑rata if service ended earlier) | |
| Lead Independent Director Award Vesting | RSUs/Options | FY2024 LID term | Vested on Dec 6, 2024; pro‑rata if service ended earlier; options exercisable up to 1 year post‑termination (≤ option expiry) |
| Director | Stock Awards (FY2024) | Option Awards (FY2024) |
|---|---|---|
| Tally Liu | $174,344 | $154,470 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None—committee members are non‑employees; no reciprocal compensation committee relationships by SMCI executives in FY2024 .
- Related party ecosystem: Significant transactions with Ablecom and Compuware (entities tied to CEO family and a director’s sibling) overseen by Audit Committee; Liu chairs the Audit Committee that reviews and approves related party transactions .
Expertise & Qualifications
- Financial expertise: Board designated Liu as an audit committee financial expert; background spans internal audit, finance, and technology operations .
- Technology and governance credentials: Senior leadership in tech retail and supply chain; certifications (CPA—retired, CISA, CISM, CCSA) underpin risk, controls, and cybersecurity literacy .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notable Details |
|---|---|---|---|
| Tally Liu | 296,140 | <1% (*) | Includes 12,420 options exercisable within 60 days of March 31, 2025 |
| Ownership Policy | Requirement | Compliance |
|---|---|---|
| Director Stock Ownership Guidelines | 3× annual Board retainer for non‑employee directors | All covered persons met targets as of June 30, 2024 |
Governance Assessment
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Strengths:
- Lead Independent Director with Audit Chair role and “financial expert” designation—enhances oversight of financial reporting, controls, and related‑party review .
- High engagement evidenced by attendance at 20 Excess Meetings; Board/committee attendance ≥75% threshold met .
- Clear, disclosed director pay structure with mix of cash and equity; ability to elect RSUs/options plus LID equity—supports alignment and retention .
- Insider/hedging policies: prohibitions on derivatives and hedging; stock ownership guidelines achieved—alignment signal .
-
Watch items:
- Company’s extensive related‑party transactions (Ablecom, Compuware, Leadtek, and CEO loan) represent governance risk; mitigation relies on rigorous Audit Committee oversight led by Liu .
- Combined CEO/Chair structure; Board uses LID (Liu) and executive sessions to offset concentration of power .
-
RED FLAGS:
- None disclosed specific to Liu (no family ties to management; independence affirmed) .
- Broader company red flags include related‑party concentration and historical CEO personal loan—requires continued robust Audit Committee scrutiny .
Say‑on‑Pay context: 97% approval at Jan 22, 2024 meeting—indicates favorable investor sentiment toward compensation programs; relevant to Liu’s Compensation Committee role .