Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2022, the Board of Directors (the "Board") of Aehr Test Systems
(the "Company") appointed Adil Engineer as the Company's Chief Operating
Officer, effective April 6, 2022. David Fucci, Interim Vice-President of
Operations with the Company, will remain through the fiscal year end May 31,
2022 to assist in the transition.
Mr. Engineer, age 45, has built a career in operations and supply chain and has
been in the semiconductor and medical equipment field for over 20 years. He
started his career with semiconductor equipment company KLA-Tencor where he
spent 11 years, and also worked at Coherent and Kateeva in positions of
increasing responsibility in manufacturing, manufacturing engineering, new
product introduction, and supply chain. Most recently he was the Head of
Operations at Tecan, a Swiss company manufacturing medical test and diagnostic
tools, devices, and solutions, where he oversaw operations for Tecan's primary
site in the US for manufacturing, located in San Jose. Adil has a Bachelor of
Science in Chemical Engineering from TKIET, Shivaji University, India, and a
Graduate Certificate in Management Science and Engineering from Leland Stanford
Jr. University, Stanford, California.
Mr. Engineer does not have a family relationship with any member of the Board or
any executive officer of the Company, and Mr. Engineer has not been a
participant or had an interest in any transaction with the Company that is
reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangement with Adil Engineer:
In connection with the appointment of Mr. Engineer to his position as the
Company's Chief Operating Officer, Mr. Engineer will receive, among other
things, an annual base salary of $300,000 and will be eligible to receive a
profit-based bonus upon company profitability and a bonus based upon achieving
Key Business Objectives with a target of 37.5% of his base salary. In addition,
the Board approved a grant of a stock options to Mr. Engineer to purchase 85,000
shares of the Company's common stock under the Company's 2016 Equity Incentive
Plan, subject to vesting over a four (4) year period at a rate of one
forty-eighth (1/48th) per month (subject to potential acceleration of vesting in
the event of a change of control of the Company). Mr. Engineer will also
receive an annual grant equal to 25% of his base salary as measured under the
Black Scholes option valuation model, to be vested over a four (4) year period
at a rate of one forty-eighth (1/48th) per month. Mr. Engineer will also enter
into the Company's standard indemnification agreement in the form previously
approved by the Board.
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