Item 10. Directors, Executive Officers, and Corporate Governance

Executive Officers and Directors

The following table sets forth information regarding our current directors and executive officers and their ages as of July 31, 2026:

Name						Age						Position(s)
Charles Liang						68						President, Chief Executive Officer and Chairman of the Board
David Weigand						68						Senior Vice President, Chief Financial Officer
Jin Xiao (Tom Xiao)						63						Senior Corporate Vice President of Engineering
Vikranth Malyala						54						Chief Business Officer
Matthew Thauberger						45						Chief Revenue Officer
Sara Liu						64						Co-Founder, Senior Vice President and Director
Judy Lin(2)(4)						73						Director
Robert Blair(1)(2)(4)						78						Director
Scott Angel(1)(4)						68						Director
Sherman Tuan(2)(3)(4)						72						Director
Susan Mogensen (Susie Giordano)(3)(4)						56						Director
Tally Liu(1)(3)(4)						76						Director

(1)Member of the Audit Committee

(2)Member of the Nominating and Corporate Governance Committee (the “Governance Committee”)

(3)Member of the Compensation Committee

(4)Determined by the Board of Directors to be “independent”

Executive Officers and Management Directors

Charles Liang founded Super Micro and has served as our President, Chief Executive Officer and Chairman of the Board since our inception in September 1993. Mr. Liang has been developing server and storage system architectures and technologies for the past three decades. From July 1991 to August 1993, Mr. Liang was President and Chief Design Engineer of Micro Center Computer Inc., a high-end motherboard design and manufacturing company. From January 1988 to April 1991, Mr. Liang was Senior Design Engineer and Project Leader for Chips & Technologies, Inc., a chipset technology company, and Suntek Information International Group, a system and software development company. Mr. Liang has been granted 23 U.S. server technology patents. Mr. Liang holds an M.S. in Electrical Engineering from the University of Texas at Arlington and a B.S. in Electrical Engineering from National Taiwan University of Science & Technology in Taiwan. Our Board and Governance Committee concluded that Mr. Liang should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his long familiarity with our company’s business.

David Weigand has served as our Senior Vice President, Chief Financial Officer since February 2021 and as Chief Compliance Officer from May 2018. Prior to his employment with our company, Mr. Weigand was a Vice President at Hewlett Packard Enterprise (HPE), an enterprise technology company, from November 2016 until April 2018 and served as Vice President, Tax at Silicon Graphics International, Inc., a high-performance computing company, from September 2013 until its acquisition by HPE in November 2016. Prior to that he was Vice President, Chief Financial Officer of Renesas Electronics America, a semiconductor company formed by the merger of the semiconductor businesses of NEC Corporation, Hitachi and Mitsubishi Electric from October 2010 until April 2013, and Vice President, Controller of NEC Electronics America, a semiconductor company, from October 2004 until September 2010. Mr. Weigand holds a M.S. degree in Taxation from the University of Hartford and a B.S. degree in Accounting from San Jose State University and is a Certified Public Accountant in California (Inactive).

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Jin Xiao (Tom Xiao) has served as our Senior Corporate Vice President of Engineering since January 2026 and directs a broad portfolio including software engineering and product development, switch development, lab validation, and global IT operations. Mr. Xiao joined us in 2001 as a Staff Hardware Design Engineer and has since played a pivotal role in scaling our product portfolio and technical infrastructure. He has held a variety of positions with us, including Vice President, Quality Control & Lab Testing from August 2017 to May 2022, and Senior Vice President, Engineering, from May 2022 to January 2026, when he then transitioned to his present role. Prior to joining us, Mr. Xiao served as the Assistant General Manager of research and development at Lenovo QDI, a motherboard and computing hardware manufacturer. Mr. Xiao holds a master’s degree in industrial automation from the Harbin Institute of Technology and a bachelor’s degree in electrical engineering from the Huazhong University of Science and Technology.

Vikranth Malyala has served as our Chief Business Officer since May 2026. Vikranth joined Supermicro in 2009 and has played a key role in shaping Supermicro’s global strategy, growth, and innovation. He previously served as Managing Director of Europe, the Middle East, and Africa ("EMEA") and Senior Vice President of Field Application Engineering ("FAE") from October 2021 to January 2024, and Senior Vice President of Technology & AI and President & Managing Director of EMEA from January 2024 to May 2026 at Supermicro. With nearly 30 years of experience in product engineering, ASIC development, and technology leadership, Vikranth brings deep expertise in semiconductors and high-performance systems. Prior to joining Supermicro, Mr. Malyala held design engineering, technical marketing and application engineering roles as Broadcom Corp, a semiconductor company, from 2001 to 2008, and served as a Senior Design Engineer at Serverworks, a server chipset company, from 1995 to 2001. He has led Supermicro’s advancements in AI, HPC, and sustainable data center technologies, including energy-efficient solutions such as liquid cooling. Vikranth has played a meaningful part in fostering strategic partnerships with industry leaders to strengthen Supermicro’s Total IT Solutions portfolio. He holds an M.S. in Electrical Engineering from the University of Idaho and a B.E. in Electronics & Communication Engineering from Osmania University.

Matthew Thauberger has served as our Chief Revenue Officer since May 2026. Matthew joined Supermicro in April 2020 as Senior Vice President of Strategy and Business Development, where he led several product launches, expanded the Company's Fortune 500 customer pipeline, and helped position Supermicro for growth in the CSP and enterprise storage markets. With more than two decades of global experience in international sales, strategic partnerships, and market expansion, Matthew brings deep expertise in AI computing and enterprise infrastructure. Prior to joining Supermicro, he served as Vice President of Sales at Burlywood, Inc., a data center infrastructure solutions company, General Manager of U.S. Sales at Inspur Systems, a server and data center solutions provider, and held executive leadership positions at AMAX, a high-performance computing and AI infrastructure company, including Vice President of Global Sales and General Manager of EMEA Operations.

Sara Liu co-founded Super Micro in September 1993, has been a member of our Board since our inception in September 1993 and currently serves as our Co-Founder, Senior Vice President, and a director. She has held a variety of positions with us, including Treasurer from inception to May 2019, Senior Vice President of Operations from May 2014 to February 2018, and Chief Administrative Officer from October 1993 to May 2019. From 1985 to 1993, Ms. Liu held accounting and operational positions for several companies, including Micro Center Computer Inc., a high-end motherboard design and manufacturing company. Ms. Liu holds a B.S. in Accounting from Providence University in Taiwan. Ms. Liu is married to Mr. Charles Liang, our Chairman, President and Chief Executive Officer. Our Board and Governance Committee concluded that Ms. Liu should serve on the Board based on her skills, experience, her general expertise in business and operations and her long familiarity with our company’s business.

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Non-Management Directors

Robert Blair has been a member of our Board since December 2022. Mr. Blair was President and Chief Executive Officer of ESS Technology, Inc., a fabless semiconductor company for 19 years from September 1999 through July 2018 where he also served as a director from September 1999 through August 2019. During this time, ESS Technology, Inc. was a publicly listed company on Nasdaq for 9 years. Mr. Blair has been a director of Pictos, Inc., a technology licensing company that owns a portfolio of fundamental CMOS imaging patents, since July 2008 where he also previously served as President and Chief Executive Officer between 2008 and 2013. His professional background also includes more than 35 years of experience in marketing, sales, engineering, operations, and general management, principally in the computer hardware, software, and semiconductor industries. His experience includes roles at Global Semiconductor Alliance, a non-profit industry organization promoting the semiconductor supply chain, Logistix Corporation, a logistics and supply chain management company, and XEGMAG (a division of Xidex Corporation), a magnetic media products manufacturer. Mr. Blair holds twelve issued U.S. patents plus additional patents worldwide and studied electrical engineering at Arizona State University and applied economics at the University of San Francisco. Our Board and Governance Committee concluded that Mr. Blair should serve on the Board based on his familiarity with technology businesses, skills and experience with business operations at technology companies, and public company experience.

Judy Lin has been a member of our Board since April 2022. Ms. Lin is a retired executive who has 30 years of experience in the disk drive industry. She served as an Independent Board Director of MORESCO Corporation, a leading manufacturer of specialty chemicals based in Japan, from June 2014 to May 2022. Ms. Lin served as Vice President of Western Digital Media Operations, a leader in data infrastructure, from September 2007 until her retirement in September 2012. Prior to Western Digital, Ms. Lin served as Vice President at Komag Inc., a leading supplier of thin-film disks to the hard disk drive industry and held various management positions from April 1994 until Western Digital acquired Komag in September 2007. Before joining Komag, Ms. Lin was with IBM Almaden Research Center Storage Systems Division for 11 years as a Senior Scientist from January 1983 to April 1994. Ms. Lin holds a MSc degree in Materials Science and Mineral Engineering from University of California, Berkeley where she was also a PhD candidate, and a BS in Chemical Engineering from National Cheng Kung University in Taiwan. Our Board and Governance Committee concluded that Ms. Lin should serve on the Board based on her substantial leadership and management experience and, considering she is well versed in technology innovation, product development, engineering and global operations, she will add valuable perspective to the Board.

Scott Angel has been a member of our Board since March 2025. Prior to his retirement in December 2017, Mr. Angel spent over 37 years in the audit and assurance practice at Deloitte & Touche LLP (“Deloitte”), a global accounting and audit firm, including 25 years as an audit partner in Silicon Valley. He focused on serving clients in the technology industry and led the semiconductor industry practice from 1993 until his retirement in December 2017. During his career at Deloitte, he served a wide range of public and private technology companies and has experience working on risk and compliance issues. Mr. Angel is a Certified Public Accountant ("CPA") (inactive status) and a member of the AICPA. He received his Bachelor of Arts in Business Administration degree from the University of Washington. Our Board and Governance Committee concluded that Mr. Angel should serve on the Board based on his financial literacy, his experience in auditing financial statements and internal controls, and his familiarity with technology businesses.

Sherman Tuan has been a member of our Board since February 2007. Mr. Tuan served as Founder and Chief Executive Officer of AboveNet Communications, Inc., an internet data center company, from September 2011 until his retirement in December 2021. Mr. Tuan is also founder of PurpleComm, Inc. (doing business as 9x9.tv), a platform for connected TV, where he served as Chief Executive Officer from January 2005 to January 2018 and Chairman of the Board from June 2003 to January 2018. Mr. Tuan also served as Founder and Chief Executive Officer of TelTel, a SIP-based VoIP operator, from June 2003 to June 2011. From September 1999 to May 2002, he was director of Metromedia Fiber Network, Inc., a fiber optical networking infrastructure provider. Mr. Tuan was co-founder of AboveNet Communications, Inc., an internet connectivity solutions provider, where he served as President from March 1996 to January 1998, Chief Executive Officer from March 1996 to May 2002 and director from March 1996 to September 1999. Mr. Tuan holds a degree in Electrical Engineering from Feng-Chia University in Taiwan. Our Governance Committee concluded that Mr. Tuan should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his familiarity with our company’s business.

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Susan Mogensen (Susie Giordano) has been a member of our Board since August 2024. Ms. Giordano is the Chief Legal Officer of Neutron Holdings, Inc., dba Lime, a global micromobility company, which position she has held since September 2024. Ms. Giordano has over 25 years of experience advising executive management and board directors on a wide range of topics, including strategy, litigation, compliance, regulatory matters, corporate governance, sustainability, executive compensation, financial reporting, crisis management, cybersecurity, human capital management, investor relations, mergers and acquisitions ("M&A"), securities, shareholder engagement, and treasury matters. Previously, she worked at Intel, a semiconductor and technology company, for approximately 11 years where she served most recently as general counsel (interim). At Intel, Ms. Giordano also held roles as corporate secretary and vice president and managing director of Intel Capital where she provided primary legal support to the president of Intel Capital, Intel’s global investment organization that makes equity investments and handles acquisitions, divestitures and other strategic transactions. She had joined Intel Capital in 2011 as M&A counsel. Before joining Intel, Ms. Giordano spent three years as president and Chief Executive Officer at Deal Fusion, an M&A legal consulting firm, and five years at Sun Microsystems, a computer hardware and software company, including as director of M&A and strategic investments. Earlier in her career she was an attorney with law firms Gunderson Dettmer, a technology-focused law firm, and Brobeck Phleger & Harrison, a business and technology law firm. Ms. Giordano also previously served as General Counsel at Aeris software as a service ("SaaS"), an Internet of Things platform and connectivity company, from June 2023 to March 2024. She has a juris doctorate from the University of San Francisco, School of Law and a Bachelor of Arts in political science from California Polytechnic State University, San Luis Obispo. Our Governance Committee concluded that Ms. Mogensen (Giordano) should serve on the Board based on her executive management experience and her familiarity with technology businesses.

Tally Liu was appointed to our Board in January 2019. He has been retired since 2015. Prior to his retirement, Mr. Liu was Chief Executive Officer of Wintec Industries, a supply chain solutions company for high-tech manufacturers, from 2012 to 2015. Prior to Wintec, Mr. Liu served as Chairman of the Board and Chief Executive Officer of Newegg, Inc., an internet consumer technology retailer, from 2008 to 2010, and as President of Newegg in 2008. Prior to Newegg, Mr. Liu held various positions with Knight Ridder Inc., including Vice President, Finance & Advanced Technology and Vice President of Internal Audit. Mr. Liu served as President of the International Newspapers Financial Executives (INFE) for one year before it merged with other media associations. A Certified Public Accountant from 1982 to 2007, Mr. Liu is a member of the American Institute of Certified Public Accountants (AICPA) with retired status and was previously a member of the Florida Institute of Certified Public Accountants (FICPA). Mr. Liu is also a Certified Information System Auditor (CISA) and Certified Information Security Manager (CISM), with non-practice status, with the Information Systems Audit and Control Association (ISACA) and has also been certified in Control Self-assessment (CCSA) by the Institute of Internal Auditors (IIA). After earning his BA of Commerce from National Chengchi University, Taipei, Taiwan, and MBA from Florida Atlantic University, Mr. Liu received executive leadership training at the Stanford Advanced Finance Program in 1986 and at Harvard Business School in the Advanced Management Program (AMP) in 1998. Mr. Liu is not related to any member of our Board or any of our officers. Our Governance Committee concluded that Mr. Liu should serve on the Board based on his skills, experience, his financial literacy, and his familiarity with technology businesses.

Except for Mr. Charles Liang and Ms. Sara Liu who are married to each other, there are no other family relationships among any of our directors or executive officers.

Composition of the Board

Our authorized number of directors is currently eight, and there are currently eight directors. Our Amended and Restated Certificate of Incorporation, as amended, provides for a classified Board of Directors divided into three classes. The members of each class are elected to serve a three-year term with the term of office for each class ending in consecutive years. Vacancies may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Alternatively, the Board of Directors, at its option, may reduce the number of directors, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Directors chosen to fill newly created directorships hold office for a term expiring at the next annual meeting of stockholders to which the term of the office of the class to which they have been elected expires.

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The current composition of the Board of Directors is:

Class I Directors(1)			Charles Liang Sherman Tuan Tally Liu
Class II Directors(2)			Judy Lin Sara Liu Scott Angel
Class III Directors(3)			Robert Blair Susan Mogensen (Susie Giordano)

(1)The term of Class I directors expires at the annual meeting of stockholders following fiscal year 2028.

(2)The term of the Class II directors expires at the annual meeting of stockholders following fiscal year 2026.

(3)The term of Class III directors expires at the annual meeting of stockholders following fiscal year 2027.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

We have adopted a “Board of Directors Charter” as our corporate governance guidelines, which aims to ensure the Board’s independence from management, its effective oversight of management, and alignment between the interests of the Board, management, and our stockholders. The “Board of Directors Charter” is available at https://ir.supermicro.com/governance/governance-documents/default.aspx.

Code of Ethics

We have adopted a “Code of Business Conduct and Ethics” that is applicable to all directors, executive officers, and employees and embodies our principles and practices relating to the ethical conduct of our business and our long-standing commitment to honesty, fair dealing, accurate disclosures, and full compliance with applicable laws, rules, and regulations affecting our business. Our “Code of Business Conduct and Ethics” is available at https://ir.supermicro.com/governance/governance-documents/default.aspx. Any substantive amendment or waiver of the Code relating to executive officers or directors will be made only after approval by our Board of Directors and will be promptly disclosed on our website and filed with the SEC on Form 8-K within four business days.

Insider Trading Policy

We have adopted an insider trading policy (the “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report. Our Insider Trading Policy also prohibits our directors, executive officers, employees and contractors from engaging in any transactions in publicly traded options, such as puts and calls, and other derivative securities, including any hedging or similar transaction, with respect to our common stock.

Director Independence

The listing requirements of the Nasdaq Stock Market generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit committee, compensation committee, and nominating and corporate governance committee be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the listing requirements of the Nasdaq Stock Market. In addition, compensation committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing requirements of the Nasdaq Stock Market.

Each year, the Board affirmatively assesses the independence of each director and nominee for election as a director in accordance with the listing requirements of the Nasdaq Stock Market.

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Based on these standards, our Board has determined that six of its current eight members, Judy Lin, Robert Blair, Scott Angel, Sherman Tuan, Susan Mogensen (Susie Giordano), and Tally Liu, are “independent directors” under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market.

Executive Sessions

To encourage and enhance communication among independent directors, and as required under the Nasdaq listing standards, our independent directors meet in executive session regularly (no less than twice per year) without non-independent directors present.

Communications with the Board of Directors

The Board welcomes the submission of any comments or concerns from stockholders or other interested parties. If you wish to send any communications to the Board, you may use one of the following methods:

• Write to the Board at the following address:

Board of Directors

Super Micro Computer, Inc.

c/o General Counsel

980 Rock Avenue

San Jose, California 95131

• E-mail the Board of Directors at BODInquiries@supermicro.com

Communications that are intended specifically for the independent directors or non-management directors should be sent to the e-mail address or street address noted above, to the attention of the “Independent Directors”.

MEETINGS AND COMMITTEES OF THE BOARD

Board Meetings

Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties and to attend all Board and committee meetings. We encourage, but do not require, each Board member to attend our annual meeting of stockholders. We held an annual meeting of stockholders on April 15, 2026, for our fiscal year 2026. The Board held 24 meetings during fiscal year 2026, 6 of which were regularly scheduled meetings and 18 of which were special meetings. All directors attended at least 75% of the applicable meetings of the Board and the committees on which they served during the time they were members of the Board or such committees during fiscal year 2026.

Board Leadership Structure

Our Chairman, Charles Liang, is also our Chief Executive Officer. The Board and our Governance Committee believe that it is appropriate for Mr. Liang to serve as both the Chief Executive Officer and Chairman due to the relatively small size of our Board, and the fact that Mr. Liang is the founder of our company with extensive experience in our industry.

In January 2026, Mr. Scott Angel was appointed as lead independent director for a one-year term, which will expire in January 2027. The lead independent director presides over executive sessions of the independent directors held without management present, coordinates with the Chairman of the Board, may add items to the established Board meeting agendas, and has authority to access management and retain independent advisors at the Company’s expense.

Board Role in the Oversight of Risk

The Board oversees our risk management activities, requesting and receiving reports from management. The Board conducts this oversight directly and through its committees. The Board has delegated primary responsibility for oversight of risks relating to financial controls and reporting to our Audit Committee. The Audit Committee also assists the Board in oversight of certain other risks, including review of operational risks, health and safety risks, technology, privacy and cybersecurity risks, strategic risks, internal controls, and related party transactions. The Audit Committee reports to the full Board on such matters as appropriate.

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Committees of the Board of Directors

The Board has three standing committees to facilitate and assist the Board in discharging its responsibilities: the Audit Committee, the Compensation Committee and the Governance Committee. In accordance with applicable listing requirements of the Nasdaq Stock Market, each of these committees is comprised solely of non-employee, independent directors. The charter for each committee is available at https://ir.supermicro.com/governance/governance-documents/default.aspx. A description of the charters is set forth below. The charter of each committee also is available in print to any stockholder who requests it. The following table sets forth the current members of each of the standing Board committees.

Audit Committee						Compensation Committee						Governance Committee
Tally Liu(1)						Susan Mogensen (Susie Giordano)(1)						Judy Lin(1)
Robert Blair						Sherman Tuan						Robert Blair
Scott Angel						Tally Liu						Sherman Tuan

(1)Committee Chairperson

Audit Committee

The Audit Committee has three members currently. The Audit Committee met 21 times in fiscal year 2026, 11 of which were regularly scheduled meetings and 10 of which were special meetings. The Board has determined that each member of our Audit Committee meets the requirements for independence under the applicable listing requirements of the Nasdaq Stock Market (including Rule 5605(c)(2)(A)) and the rules of the SEC (including Rule 10A-3 promulgated under the Exchange Act). The Board has also determined that Messrs. Liu, Blair, and Angel are “audit committee financial experts” as defined in Item 407 of Regulation S-K promulgated by the SEC.

As outlined more specifically in the Audit Committee charter, the Audit Committee has, among other duties, the following responsibilities:

• Appoints, retains, and approves the compensation of our independent auditors, and reviews and evaluates the auditors’ qualifications, independence and performance;

• Review and discuss with our independent auditors their responsibilities, audit strategy, scope and timing, identified risks, and audit results;

• Oversees the independent auditors’ audit work and reviews and pre-approves all audit and non-audit services that may be performed by them;

• Reviews our financial statements and discusses with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements;

• Review and discuss with management press releases on financial results and financial information or earnings guidance shared with analysts and rating agencies;

• Review with management and our independent auditor significant judgments in preparing the financial statements and each party’s views on their appropriateness;

• Review, discuss, and approve the internal audit department’s plan, major changes to the plan, scope, progress and results of executing the plan, and annual performance;

• Periodically review and discuss with management and our independent auditors our disclosure controls and internal controls over financial reporting;

• Reviews, approves and oversees all related party transactions in accordance with our related party transaction policies and procedures;

• Establishes and oversees procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters and oversees enforcement, compliance and remedial measures under our Code of Business Conduct and Ethics;

• Initiates investigations and hires legal, accounting and other outside advisors or experts to assist the Audit Committee, as it deems necessary to fulfill its duties;

• Periodically reviews and discusses with management our major financial risk exposures, including cybersecurity events and steps management has taken to monitor and control the exposures, including our risk assessment and risk management guidelines and policies; and

• Prepares the audit committee report for inclusion in our annual report on Form 10-K or proxy statement for the annual meeting of stockholders, in accordance with applicable rules and regulations of the SEC.

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The Audit Committee may delegate its responsibilities, along with the authority to take action in relation to such responsibilities, to subcommittees comprised of one or more Audit Committee members, subject to requirements of our bylaws, applicable laws and regulations.

Compensation Committee

The Compensation Committee has three members currently. The Compensation Committee charter provides that the Compensation Committee shall be comprised of no fewer than two members. The Compensation Committee met 7 times in fiscal year 2026, 6 of which were regularly scheduled meetings and 1 of which were special meetings. The Compensation Committee is comprised solely of non-employee directors for purposes of Rule 16b-3 under the Exchange Act. The Board has determined that each member of our Compensation Committee meets the requirements for independence under the applicable listing requirements of the Nasdaq Stock Market.

As outlined more specifically in the Compensation Committee charter, the Compensation Committee has, among other duties, the following responsibilities:

• Periodically reviews approves of a group of companies for general executive compensation competitive comparisons, approves target pay and performance objectives against this group and broader industry references, and monitors our executive compensation levels and their performance relative to this group;

• Reviews and approves corporate goals and objectives relevant to compensation of the Chief Executive Officer and other executive officers;

• Evaluates the performance of the Chief Executive Officer and other executive officers in light of those goals and objectives, including generally against the overall performance of executive officers at comparable companies, all while taking into account our risk management policies and practices, and any other factors the Compensation Committee deems appropriate, including the performance of the Company;

• Oversees the evaluation of the Company’s executive officers (other than the Chief Executive Officer) and other key employees, and reviews and approves or makes recommendations to the Board regarding the compensation of such individuals;

• Reviews and approves, or makes recommendations to the Board regarding, our incentive compensation plans and equity compensation plans, and administers such plans;

• Reviews and make recommendations to the Board regarding non-employee director compensation;

• Monitors and assesses risks associated with our compensation policies, including whether such policies could lead to unnecessary risk-taking behavior, and consults with management regarding such risks; and

• Administers the issuance of restricted stock grants, stock options and other equity awards to executive officers, directors and other eligible individuals under our equity compensation plans, provided that the Compensation Committee may delegate the approval of grants of options and other equity awards to participants other than certain individuals subject to Section 16 of the Exchange Act as provided in the applicable plan;

• Prepares an annual report on executive compensation, for inclusion in our annual report on Form 10-K or proxy statement for the annual meeting of stockholders, in accordance with applicable rules and regulations of the SEC; and

• Periodically reviews and discusses with management the Company’s programs, policies, practices and strategies related to human capital management.

The Compensation Committee may delegate its responsibilities, along with the authority to take action in relation to such responsibilities, to subcommittees comprised of one or more Compensation Committee members, subject to requirements of our bylaws and applicable laws, regulations and the terms of our executive compensation plans. The Compensation Committee may, in its sole discretion, retain or obtain advice or assistance from compensation consultants, legal counsel, accounting or other advisors (independent or otherwise) as appropriate to perform its duties. Additional information about the Compensation Committee’s processes for determining executive and non-employee director compensation, including the role of the Compensation Committee’s compensation consultant and our executive officers, can be found in the “Executive Compensation” and “2026 Director Compensation” sections of this Annual Report.

Governance Committee

The Governance Committee has three members currently. The Governance Committee charter provides that the Governance Committee shall be comprised of no fewer than two members. The Governance Committee met 5 times in fiscal year 2026, all 5 of which were regularly scheduled meetings. The Board has determined that each member of our Governance Committee meets the requirements for independence under the applicable listing requirements of the Nasdaq Stock Market.

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As outlined more specifically in the Governance Committee charter, the Governance Committee has, among other duties, the following responsibilities:

• Reviews and makes recommendations to the Board regarding the size of the Board and member criteria based on current Board needs;

• Evaluates and selects, or recommends to the Board, director nominees for each election of directors;

• Considers any nominations of director candidates validly made by our stockholders;

• Reviews committee structures and compositions and recommends to the Board concerning qualifications, appointment and removal of committee members;

• Develops, recommends for approval by the Board and reviews on an ongoing basis the adequacy of the corporate governance principles applicable to us;

• Develops and recommends to the Board the Company’s corporate governance guidelines (the “Board of Directors Charter”), oversees compliance with our Board of Directors Charter and reports on such compliance to the Board;

• Conducts an annual evaluation of director independence that considers applicable Nasdaq rules, applicable law and our Board of Directors Charter to enable the Board to make a determination of each director’s independence;

• Periodically reviews succession planning for executive officers;

• Assists the Board in the development of criteria for the evaluation of the Board and each committee and assists the Board in its evaluation of the performance of the Board and each committee of the Board; and

• Periodically assesses, reports, and provides guidance to management and the full Board on our practices with respect to environmental, social and corporate governance issues.

The Governance Committee may delegate its responsibilities, along with the authority to take action in relation to such responsibilities, to subcommittees comprised of one or more Governance Committee members, subject to requirements of our bylaws, applicable laws and regulations. The Governance Committee may, in its sole discretion, retain or obtain advice or assistance from consultants, legal counsel or other advisors (independent or otherwise) as appropriate to perform its duties.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC, and to furnish us with copies of all Section 16(a) reports that they file.

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us and certain written representations provided to us, we believe that during fiscal year 2026, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements, except for one Form 4 that was filed late on behalf of Kenneth Cheung due to an inadvertent administrative error.

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