Independent
Tenure on this board
49.7 yrs
6 nominees · 3 ballot items.
Elect six directors; ratify BPM LLP as independent registered public accounting firm for fiscal 2027; and approve, on an advisory basis, the compensation of the Company’s named executive officers.
Elect six directors (Rhea J. Posedel, Gayn Erickson, Fariba Danesh, Laura Oliphant, Geoffrey G. Scott, and Howard T. Slayen) to hold office until the next annual meeting or until their successors are elected and qualified.
Ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 25, 2027.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Executive Compensation section, Summary Compensation Table, and related compensation tables and narrative in the proxy statement.
This advisory proposal asks shareholders to approve the Company’s executive compensation program as described in the proxy, pursuant to Dodd-Frank ‘say-on-pay’ requirements. Management is seeking shareholder approval to validate its overall approach — a mix of base salary, annual cash incentives, booking commissions for certain executives, time-based RSUs, and performance-based RSUs tied to revenue and other financial goals — intended to align executives’ pay with company performance and long-term shareholder value. The Compensation Committee administers the program, sets targets and performance measures, and oversees grant timing and amounts; the proxy discloses significant at‑risk compensation and detailed severance/change‑in‑control arrangements. Key contextual points include that a substantial portion of CEO and NEO target pay is performance-based or equity-based, that certain performance-based RSUs can pay up to 200% at maximum achievement, and that the company has clawback/recovery policies and pre-established equity plan authorizations. Management frames the program as pay-for-performance and cost-effective, while the vote is non-binding; the Board nonetheless will review and consider the outcome when making future compensation decisions. From a governance perspective, shareholders should weigh the disclosed pay mix, the use of multi-year performance RSUs, severance protections and change‑in‑control terms, and whether compensation outcomes are commensurate with realized company performance (as shown in the pay-versus-performance tables). The Board’s unanimous recommendation to vote “FOR” reflects confidence that the program incentivizes long-term performance and aligns management with shareholder interests, but because the vote is advisory, it serves primarily as shareholder feedback to the Compensation Committee. Overall, the proposal is a routine say-on-pay vote that tests shareholder support for disclosed executive pay policies, practices, and outcomes in the context of Aehr’s recent financial results and equity-based award activity.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.05% | 1,320,350 | $127M |
| 2 | BlackRock, Inc. | 3.65% | 1,191,382 | $114M |
| 3 | D. E. Shaw Co., Inc.Activist | 3.61% | 1,177,421 | $113M |
| 4 | TWO SIGMA INVESTMENTS, LP | 3.57% | 1,164,614 | $112M |
| 5 | FMR LLC | 3.09% | 1,006,442 | $97M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.96% | 966,659 | $93M |
| 7 | BlackRock, Inc. | 2.92% | 954,068 | $92M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.35% | 765,147 | $74M |
| 9 | GOLDMAN SACHS GROUP INC | 2.30% | 750,859 | $72M |
| 10 | STATE STREET CORP | 2.19% | 712,926 | $68M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.