Wally Liaw
Director at SMCI
Board
About Wally Liaw
Yih-Shyan (Wally) Liaw (age 70 as of March 31, 2025) is Supermicro’s co-founder (1993) and a Class II director reappointed in December 2023 and re-elected in January 2024; his current term runs to the annual meeting following fiscal year 2026. He previously served on the Board from 1993 to January 2018 and held executive roles including SVP Worldwide Sales and Corporate Secretary. He holds an M.S. in Computer Engineering (University of Arizona), an M.S. in Electrical Engineering (Tatung Institute of Technology), and a B.S. from Taiwan Provincial College of Marine and Oceanic Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Super Micro Computer, Inc. | Co-founder; SVP Worldwide Sales; Corporate Secretary; Director | 1993–Jan 2018 | Resigned following Audit Committee investigation amidst remediation of material weaknesses and delayed SEC filings; part of sales organization restructuring . |
| 2CRSi Corporation | President | Jun 2020–Apr 2021 | High-performance customized servers; external operating role . |
| Super Micro Computer, Inc. | Consultant | May 2021–Aug 2022 | Business development advisory . |
| Super Micro Computer, Inc. | SVP, Business Development | Aug 2022–present | Returned to full-time employment; later reappointed to Board in Dec 2023 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 2CRSi Corporation | President | Jun 2020–Apr 2021 | French server company; no public SMCI disclosure of ongoing board roles there . |
Board Governance
| Attribute | Detail |
|---|---|
| Board Class/Term | Class II; term expires at annual meeting following fiscal year 2026 . |
| Committee Memberships | None currently (not listed on Audit, Compensation, Governance committees) . |
| Chair Roles | None . |
| Independence Status | Not independent; Board lists seven independent directors and does not include Liaw (he is an employee) . |
| Attendance | All directors attended ≥75% of Board and committee meetings in FY2024 . |
| Executive Sessions | Independent directors meet in executive session regularly (no less than twice per year) . |
| Lead Independent Director | Tally Liu (appointed Dec 2023; re-appointed Jan 2025 through Jan 2026) . |
Fixed Compensation
| Metric | FY 2024 | 9M FY 2025 |
|---|---|---|
| Total employee compensation ($) | $3,514,047 | $1,377,566 |
| Cash components detail | Not separately disclosed | Not separately disclosed |
| Notes | Employee director; does not receive separate director fees . | Employee director; does not receive separate director fees . |
Performance Compensation
| Component | FY 2024 | 9M FY 2025 | Vesting/Structure |
|---|---|---|---|
| Equity gains (RSU releases, option exercises) | $3,047,319 | $1,097,076 | Award terms not detailed for Liaw in proxy (not a NEO); general company policies prohibit hedging and set grant timing windows . |
| Clawback applicability | Company clawback policy (Oct 25, 2023) applies to executive officers (excess incentive-based comp over 3 years upon restatement) . | Company clawback policy applies . |
Performance metrics tied to Liaw’s compensation are not disclosed (he is not a named executive officer). Company-wide performance programs and KPIs are described for other executives, not for Liaw .
Other Directorships & Interlocks
| Company | Relationship/Role | Interlock/Ownership | Potential Impact |
|---|---|---|---|
| Ablecom Technology Inc. | Key supplier to SMCI | Sibling of Wally Liaw owns ~11.7% of Ablecom; Steve Liang (CEO) is brother of SMCI’s CEO; Charles Liang/Sara Liu collectively owned ~10.5% of Ablecom as of June 30, 2024 . | Related-party exposure; purchases from Ablecom were $269.3M in FY2024 and $202.3M in 6M ended Dec 31, 2024 . |
| Compuware Technology, Inc. | Seller/reseller and supplier | Sibling of Wally Liaw owns ~8.7% of Compuware; Ablecom owned ~15% of Compuware; family ties with Bill and Steve Liang on Compuware board . | Related-party exposure; SMCI sold $46.6M to Compuware and purchased $280.8M from Compuware in FY2024 . |
Expertise & Qualifications
- Technical expertise in computer engineering and electrical engineering; long-standing familiarity with SMCI’s business and sales operations .
- Company cites his technical expertise and long familiarity with the business as rationale for Board service .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 15,634,426 | |
| Percent of shares outstanding | 2.6% (out of 596,765,126 shares as of Mar 31, 2025) | |
| Options exercisable within 60 days | 9,210 | |
| Pledged shares | Not disclosed; insider policy prohibits derivatives/hedging; no pledge disclosure found . |
Governance Assessment
- Independence and dual role: Liaw is an employee director (SVP, Business Development) and therefore not independent; he does not sit on Board committees, and independent directors hold executive sessions, but dual status raises oversight and conflict concerns, particularly in sales/supplier contexts .
- Attendance and engagement: Board met 14 times in FY2024; all directors attended ≥75%; Board and management engaged with major investors, indicating active governance processes .
- Compensation alignment: As an employee, Liaw receives no director fees; his compensation is primarily equity-driven per disclosed equity gains, and he is subject to company’s clawback and insider trading policies, enhancing alignment and controls .
- RED FLAGS — Related-party exposure: Significant transactions with Ablecom and Compuware where family members (including a sibling of Liaw) hold material stakes; Audit Committee oversees related-party transactions, but quantum of transactions (hundreds of millions) elevates perceived conflict risk .
- Historical controversy: Liaw resigned in Jan 2018 amid remediation of material weaknesses and delayed SEC filings following an Audit Committee investigation; while later rehired and reappointed, this history is a governance risk factor .
- Stock ownership: Liaw’s 2.6% stake provides skin-in-the-game; stock ownership guidelines apply to CEO and non-executive directors, so not applicable to Liaw; hedging prohibited .
Related-Party Transactions Detail
| Counterparty | FY2024 Activity | 6M Ended Dec 31, 2024 | Balance/Other |
|---|---|---|---|
| Ablecom (supplier) | Purchases: $269.3M; Design/tooling/misc: $16.5M; Amounts owed: $98.6M | Purchases: $202.3M; Design/tooling/misc: $10.1M; Amounts owed: $52.8M | Family shareholdings include sibling of Liaw (~11.7%) . |
| Compuware (reseller and supplier) | Sales to Compuware: $46.6M; Purchases from Compuware: $280.8M; Amounts owed to SMCI: $10.0M; Amounts owed to Compuware: $66.4M | Not separately disclosed for 6M; FY figures shown | Sibling of Liaw owns ~8.7% . |
Director Compensation Note
- As an employee director, Liaw does not receive non-employee director retainers or equity awards for director service; non-employee director program includes $60,000 cash retainer, committee fees, meeting fees, and $255,000 annual equity choice (RSUs/options), but this does not apply to Liaw .
Summary Signals for Investors
- Non-independence and family-linked suppliers create structural conflict risks; reliance on Audit Committee oversight is critical given transaction size .
- Liaw’s equity ownership aligns interests, but lack of disclosed personal performance metrics and significant related-party networks require heightened monitoring of procurement and sales governance .
- Historical internal control issues tied to 2018 context warrant continued scrutiny of financial controls and related-party governance frameworks .