01—Abstract
Summary
Summary of the 8-K filed August 19, 2024. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. filed this Form 8-K on August 19, 2024 to report two items: a board appointment and a press release.
On August 15, 2024, the Board fixed the number of directors at nine and appointed Susie Giordano as a Class III director to fill the resulting vacancy, with her term expiring at the annual meeting following fiscal year 2024. Ms. Giordano brings more than 25 years of experience advising executive management and boards, including about 11 years at Intel, where she most recently served as interim general counsel and as vice president and managing director of Intel Capital. Under the director compensation terms described in the filing, Ms. Giordano is entitled to the Company's standard indemnity agreement and non-employee director compensation.
That compensation includes an annual cash retainer of $60,000,a committee retainers of $15,000 (Audit), $10,000 (Compensation) and $7,500 (Nominating and Corporate Governance) for non-chair members, meeting fees of $2,000 per qualifying meeting, and an annual equity grant valued at $255,000, with the initial award made entirely in RSUs and prorated. The filing also furnishes, under Item 7.01, a press release dated August 19, 2024 announcing the appointment. The filing states that this information is furnished rather than filed for purposes of Section 18 of the Exchange Act.
02—Key points
Key Highlights
- Board expanded to nine directors; Susie Giordano appointed as a Class III director on August 15, 2024 to fill the new seat.
- Ms. Giordano's term expires at the annual stockholder meeting following fiscal year 2024.
- Ms. Giordano previously spent about 11 years at Intel, most recently as interim general counsel, and held the role of vice president and managing director of Intel Capital.
- Non-employee directors receive a $60,000 annual cash retainer, paid quarterly.
- Committee retainers for non-chair members are $15,000 (Audit), $10,000 (Compensation) and $7,500 (Nominating and Corporate Governance).
- Each non-employee director receives an annual equity grant valued at $255,000; the initial grant is 100% RSUs and is prorated.
- A press release dated August 19, 2024 announcing the appointment is furnished as Exhibit 99.1 under Item 7.01.
03—Questions
Frequently Asked Questions
Who was appointed to the board of Super Micro Computer?
Susie Giordano was appointed as a Class III director by the Board on August 15, 2024, filling the vacancy created when the board size was increased to nine.
What is Ms. Giordano's professional background?
She has over 25 years of experience advising executive management and boards. She worked at Intel for about 11 years, most recently as interim general counsel, and earlier led M&A and strategic transactions at Intel Capital. Previously she was president and CEO of Deal Fusion, held M&A roles at Sun Microsystems, and practiced law at Gunderson Dettmer and Brobeck Phleger & Harrison.
How much will non-employee directors be paid?
Non-employee directors receive a $60,000 annual cash retainer paid quarterly, plus committee retainers of $15,000 (Audit), $10,000 (Compensation) and $7,500 (Nominating and Corporate Governance) for non-chair members, and $2,000 per qualifying meeting beyond the regular meetings and up to 10 additional meetings.
What equity compensation does a new director receive?
Each non-employee director receives an annual equity grant valued at $255,000, which may be taken as 100% RSUs, 50% RSUs and 50% options, or 100% options. The initial award upon election is 100% RSUs and is prorated.
04—Continue