Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2023 Annual Salaries, Equity Awards and Other Compensation
On July 14, 2022, the Board of Directors (the "Board") of Aehr Test Systems,
Inc. (the "Company"), approved (i) increases to the annual base salaries, (ii)
annual equity award and (iii) performance-based cash compensation and equity
awards scheme for the Company's officers and employees, including Chief
Executive Officer, Chief Financial Officer and Executive Vice President of Sales
and Marketing (the "Named Executive Officers"). The following sets forth the
2023 annual base salary, annual equity awards and performance-based compensation
for each of the Named Executive Officers affected by the new compensation
arrangement.
Gary Erickson - Chief Executive Officer
Mr. Gayn Erickson will have an annual base salary of $359,000. Mr. Erickson will
receive an annual equity award of 82,500 shares, plus an additional up to 55,000
shares tied to performance goals. Mr. Erickson is eligible for an additional
target cash bonus of 74.3% of base pay tied to performance objectives including
profitability and bookings, upon approval of the Compensation Committee.
Kenneth B. Spink - Chief Financial Officer
Mr. Kenneth B. Spink will have an annual base salary of $275,000. Mr. Spink will
receive an annual equity award of 27,422 shares, plus an additional up to 18,280
shares tied to performance goals. Mr. Spink is eligible for an additional target
cash bonus of 35.6% of base pay tied to profitability performance objectives,
upon approval of the Compensation Committee.
Vernon Rogers - Executive Vice President of Sales and Marketing
Mr. Vernon Rogers will have an annual base salary of $270,000. Mr. Rogers will
receive an annual equity award of 18,000 shares, plus an additional up to 12,000
shares tied to performance goals. Mr. Rogers is eligible for an additional
target cash bonus of 66.3% of base pay tied to performance objectives including
profitability and bookings, upon approval of the Compensation Committee.
The increase in annual salary will become effective on July 25, 2022. The
performance-based cash compensation will be granted at quarterly, or at the end
of fiscal year, upon recommendation of the Compensation Committee of the Board,
which shall review achievement of target performance metrics.
The equity awards to the Named Executive Officers will be granted effective as
of the close of business on July 14, 2022 valued at the closing price of the
Company's common stock as reported on The Nasdaq Capital Market on the date of
grant. The annual equity awards will be made pursuant to the Company's 2016
Equity Incentive Plan and will vest in equal quarterly installments over 16
quarters, subject to continued service as of each vesting date. The
performance-based equity award will vest upon review of the achievement of
target metrics and approval by the Compensation Committee of the Board.
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