RHEA J. POSEDEL - Corporate Board Profile

AEHR TEST SYSTEMS

Filing Date	Source Excerpt
2015-09-25	Rhea J. Posedel is a founder of the Company and has served as the Chairman of the Board of Directors since the Company’s inception in 1977. He also served as Executive Chairman of the Company from January 2012 to March 2013. Mr. Posedel served as Chief Executive Officer of the Company since the Company’s inception in 1977 until January 2012. From the Company’s inception through May 2000, Mr. Posedel also served as President of the Company. Prior to founding the Company, Mr. Posedel held various project engineering and engineering managerial positions at Lockheed Martin Corporation, Ampex Corporation, and Cohu, Inc. Mr. Posedel received a B.S. in Electrical Engineering from the University of California, Berkeley, an M.S. in Electrical Engineering from San Jose State University and an M.B.A. from Golden Gate University. Mr. Posedel brings to the Board of Directors senior leadership experience, industry and technical expertise, and a deep knowledge of the Company’s operations, strategy and vision. Rhea J. Posedel and Gayn Erickson, inside directors of the Company, do not receive any compensation for their services as members of the Board of Directors. An inside director is a director who is a regular employee of the Company, whereas an outside director is not an employee of the Company. From June 1, 2011 through January 31, 2012 each outside director received (1) an annual retainer of $25,000 paid in quarterly installments, (2) $2,500 for each regular board meeting such member attended, and (3) $1,250 for each special telephonic board meeting such member attended. Committee members attending a committee meeting not held in conjunction with a regular board meeting received the following amounts: audit committee chair - $2,000; audit committee member - $1,500; compensation committee chair - $1,750; and other committee members - $1,250. Committee members attending a committee meeting held in conjunction with a regular board meeting received 50% of the amounts noted above for each respective committee member. Outside directors are also reimbursed for certain expenses incurred in attending board and committee meetings. The Board of Directors agreed to a 15% reduction in the fees noted above effective February 1, 2012, and was eliminated for the third quarter of fiscal 2014. In addition, the Board members agreed that the fees would be taken in the form of options vesting one-sixth (1/6th) per month and calculated using a Black-Scholes model to determine the value of the options. On October 21, 2014 stock options were issued in lieu of fees for the second and third quarter of fiscal 2015. Robert Anderson, William Elder, Mukesh Patel, Mario Rosati and Howard Slayen were granted options to purchase 17,460, 15,183, 17,460, 15,183, and 18,219 shares, respectively, at a price of $2.063 per shares. On December 3, 2014, Mukesh Patel resigned and the Board appointed John Schneider to the Board, and an option to purchase 15,000 shares at a price of $2.65 was granted to John Schneider. On April 21, 2015 stock options were issued for fees for the fourth quarter of fiscal 2015, and the first quarter of fiscal 2016. Robert Anderson, William Elder, Mario Rosati and Howard Slayen were granted options to purchase 17,436, 15,541, 14,214, and 17,247 shares, respectively, at a price of $2.10 per shares. John Schneider was granted option to purchase 24,259 shares at a price of $2.10 per share for fees of the third and fourth quarter of fiscal 2015, and the first quarter of fiscal 2016. All exercise prices are equal to the closing price of the Company’s Common Stock on the date of the grant as reported on the Nasdaq Capital Market. Directors are also eligible to participate in the Company’s stock option plans. On October 21, 2014, outside directors Robert Anderson, William Elder, Mukesh Patel, Mario Rosati and Howard Slayen were each granted options to purchase 10,000 shares at $2.063 per share. All exercise prices are equal to the closing price of the Company’s Common Stock on the date of the grant as reported on the Nasdaq Capital Market. The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2015 to the Company’s non-executive officer directors: Director Compensation Name Year Fees Earned or Paid in Cash ($) Option Awards ($) (1) Non-equity Incentive Plan Compensation ($) All Other Compensation ($) (2) Total Compensation ($) Rhea J. Posedel 2015 $94,388(3) $35,456 -- $74,639 $204,483
2016-09-26	Rhea J. Posedel is a founder of the Company and has served as the Chairman of the Board of Directors since the Company’s inception in 1977. He also served as Executive Chairman of the Company from January 2012 to March 2013. Mr. Posedel served as Chief Executive Officer of the Company since the Company’s inception in 1977 until January 2012. From the Company’s inception through May 2000, Mr. Posedel also served as President of the Company. Prior to founding the Company, Mr. Posedel held various project engineering and engineering managerial positions at Lockheed Martin Corporation, Ampex Corporation, and Cohu, Inc. Mr. Posedel received a B.S. in Electrical Engineering from the University of California, Berkeley, an M.S. in Electrical Engineering from San Jose State University and an M.B.A. from Golden Gate University. Mr. Posedel brings to the Board of Directors senior leadership experience, industry and technical expertise, and a deep knowledge of the Company’s operations, strategy and vision. Rhea J. Posedel and Gayn Erickson, inside directors of the Company, do not receive any compensation for their services as members of the Board of Directors. An inside director is a director who is a regular employee of the Company, whereas an outside director is not an employee of the Company. Each outside director received (1) an annual retainer of $25,000 paid in quarterly installments, (2) $2,500 for each regular board meeting such member attended, and (3) $1,250 for each special telephonic board meeting such member attended. Committee members attending a committee meeting not held in conjunction with a regular board meeting received the following amounts: audit committee chair - $2,000; audit committee member - $1,500; compensation committee chair - $1,750; and other committee members - $1,250. Committee members attending a committee meeting held in conjunction with a regular board meeting received 50% of the amounts noted above for each respective committee member. Outside directors are also reimbursed for certain expenses incurred in attending board and committee meetings. The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2016 to the Company’s non-executive officer directors: Rhea J. Posedel 2016 $95,389 (3) $31,994 -- $15,213 $142,596. (3) Reflects salary earned by Rhea Posedel in fiscal 2016 as an employee of the Company.
2017-09-26	Rhea J. Posedel is a founder of the Company and has served as the Chairman of the Board of Directors since the Company’s inception in 1977. He also served as Executive Chairman of the Company from January 2012 to March 2013. Mr. Posedel served as Chief Executive Officer of the Company since the Company’s inception in 1977 until January 2012. From the Company’s inception through May 2000, Mr. Posedel also served as President of the Company. Prior to founding the Company, Mr. Posedel held various project engineering and engineering managerial positions at Lockheed Martin Corporation, Ampex Corporation, and Cohu, Inc. Mr. Posedel received a B.S. in Electrical Engineering from the University of California, Berkeley, an M.S. in Electrical Engineering from San Jose State University and an M.B.A. from Golden Gate University. Rhea J. Posedel and Gayn Erickson, inside directors of the Company, do not receive any compensation for their services as members of the Board of Directors. An inside director is a director who is a regular employee of the Company, whereas an outside director is not an employee of the Company. Each outside director received (1) an annual retainer of $25,000 paid in quarterly installments, (2) $2,500 for each regular board meeting such member attended, and (3) $1,250 for each special telephonic board meeting such member attended. Committee members attending a committee meeting not held in conjunction with a regular board meeting received the following amounts: audit committee chair - $2,000; audit committee member - $1,500; compensation committee chair - $1,750; and other committee members - $1,250. Committee members attending a committee meeting held in conjunction with a regular board meeting received 50% of the amounts noted above for each respective committee member. Outside directors are also reimbursed for certain expenses incurred in attending board and committee meetings. The Board members agreed that certain quarterly meeting fees would be taken in the form of RSUs vesting immediately calculated using the value of the stock on the board meeting date to determine the value of the RSUs. On July 25, 2016, RSUs were issued for fees for the fourth quarter of fiscal 2016, and the first quarter of fiscal 2017. Robert Anderson, William Elder, Mario Rosati, John Schneider and Howard Slayen were granted RSUs for 13,690; 12,202; 11,161; 12,946; and 13,542 shares, respectively. On January 24, 2017 RSUs were issued for fees for the third quarter of fiscal 2017. Robert Anderson, William Elder, Mario Rosati, John Schneider and Howard Slayen were granted RSUs for 3,557; 3,557; 3,557; 4,167; and 4,370 shares, respectively. The fees for the second and fourth quarter of fiscal 2017 were paid by cash. Directors are also eligible to participate in the Company’s Equity Incentive Plans. On October 18, 2016, outside directors Robert Anderson, William Elder, Mario Rosati, John Schneider and Howard Slayen were each granted options to purchase 10,000 shares at $2.81 per share. All exercise prices are equal to the closing price of the Company’s Common Stock on the date of the grant as reported on the Nasdaq Capital Market. The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2017 to the Company’s non-executive officer directors: Director Compensation: Rhea J. Posedel 2017 $100,006 cash fees, $17,942 option awards, $17,808 other compensation, total $135,756.
2018-09-26	Rhea J. Posedel is a founder of the Company and has served as the Chairman of the Board of Directors since the Company’s inception in 1977. He also served as Executive Chairman of the Company from January 2012 to March 2013. Mr. Posedel served as Chief Executive Officer of the Company since the Company’s inception in 1977 until January 2012. From the Company’s inception through May 2000, Mr. Posedel also served as President of the Company. Prior to founding the Company, Mr. Posedel held various project engineering and engineering managerial positions at Lockheed Martin Corporation, Ampex Corporation, and Cohu, Inc. Mr. Posedel received a B.S. in Electrical Engineering from the University of California, Berkeley, an M.S. in Electrical Engineering from San Jose State University and an M.B.A. from Golden Gate University. Mr. Posedel brings to the Board of Directors senior leadership experience, industry and technical expertise, and a deep knowledge of the Company’s operations, strategy and vision. Rhea J. Posedel and Gayn Erickson, inside directors of the Company, do not receive any compensation for their services as members of the Board of Directors. An inside director is a director who is a regular employee of the Company, whereas an outside director is not an employee of the Company. The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2018 to the Company’s directors other than Mr. Erickson: Director Compensation: Rhea J. Posedel 2018 Fees Earned or Paid in Cash ($) 100,006 Option Awards ($) 40,925 All Other Compensation ($) 19,095 Total ($) 160,716.
2019-09-26	Rhea J. Posedel and Gayn Erickson, inside directors of the Company during fiscal year 2019, did not receive any compensation for their services as members of the Board of Directors. An inside director is a director who is a regular employee of the Company, whereas an outside director is not an employee of the Company. Each outside director received (1) an annual retainer of $25,000 paid in quarterly installments in the first quarter of fiscal 2019, increased to $40,000 paid in quarterly installments starting in the second quarter of fiscal 2019, (2) $2,500 for each regular board meeting such member attended, and (3) $1,250 for each special telephonic board meeting such member attended. Committee members attending a committee meeting not held in conjunction with a regular board meeting received the following amounts: Audit Committee chair - $2,000; Audit Committee member - $1,500; Compensation Committee chair - $1,750; and other committee members - $1,250. Committee members attending a committee meeting held in conjunction with a regular board meeting received 50% of the amounts noted above for each respective committee member. Outside directors are also reimbursed for certain expenses incurred in attending board and committee meetings. Directors are also eligible to participate in the Company’s Equity Incentive Plans. On October 23, 2018, outside directors William Elder, Mario Rosati, John Schneider and Howard Slayen were each granted options to purchase 10,000 shares at $2.03 per share. The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2019 to the Company’s directors other than Mr. Erickson: Director Compensation: Rhea J. Posedel 2019 Fees Earned or Paid in Cash ($): $100,006 Option Awards ($): $26,653 Non-equity Incentive Plan Compensation ($): -- All Other Compensation ($): $19,459 Total ($): $146,118
2020-09-24	Rhea J. Posedel is a founder of the Company and has served as the Chairman of the Board since the Company’s inception in 1977. He also served as Executive Chairman of the Company from January 2012 to March 2013. Mr. Posedel served as Chief Executive Officer of the Company since the Company’s inception in 1977 until January 2012. From the Company’s inception through May 2000, Mr. Posedel also served as President of the Company. Prior to founding the Company, Mr. Posedel held various project engineering and engineering managerial positions at Lockheed Martin Corporation, Ampex Corporation, and Cohu, Inc. Mr. Posedel received a B.S. in Electrical Engineering from the University of California, Berkeley, an M.S. in Electrical Engineering from San Jose State University and an M.B.A. from Golden Gate University. Mr. Posedel brings to the Board senior leadership experience, industry and technical expertise, and a deep knowledge of the Company’s operations, strategy and vision. Rhea Posedel’s compensation as a Chairman of the Board was $70,000 paid in quarterly installments starting in the second quarter of fiscal 2020, and was eligible to participate in some of the Company’s benefit plans, such as medical, dental, group life, disability, and accidental death and dismemberment insurance. The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2020 to the Company’s directors other than Mr. Erickson: Rhea J. Posedel 2020 $54,232(2) $36,413 -- -- $21,339(3) $111,984.
2021-09-24	Rhea J. Posedel is a founder of the Company and has served as the Chairman of the Board since the Company’s inception in 1977. He also served as Executive Chairman of the Company from January 2012 to March 2013. Mr. Posedel served as Chief Executive Officer of the Company since the Company’s inception in 1977 until January 2012. From the Company’s inception through May 2000, Mr. Posedel also served as President of the Company. Prior to founding the Company, Mr. Posedel held various project engineering and engineering managerial positions at Lockheed Martin Corporation, Ampex Corporation, and Cohu, Inc. Mr. Posedel received a B.S. in Electrical Engineering from the University of California, Berkeley, an M.S. in Electrical Engineering from San Jose State University and an M.B.A. from Golden Gate University. Mr. Posedel brings to the Board senior leadership experience, industry and technical expertise, and a deep knowledge of the Company’s operations, strategy and vision. Rhea Posedel’s compensation as a Chairman of the Board was $70,000 paid in quarterly installments starting in the second quarter of fiscal 2020, and was eligible to participate in some of the Company’s benefit plans, such as medical, dental, group life, disability, and accidental death and dismemberment insurance. The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2021 to the Company’s directors other than Mr. Erickson: Rhea J. Posedel 2021 Total $108,084.
2022-09-23	Rhea J. Posedel is a founder of the Company and has served as the Chairman of the Board since the Company’s inception in 1977. He also served as Executive Chairman of the Company from January 2012 to March 2013. Mr. Posedel served as Chief Executive Officer of the Company since the Company’s inception in 1977 until January 2012. From the Company’s inception through May 2000, Mr. Posedel also served as President of the Company. Prior to founding the Company, Mr. Posedel held various project engineering and engineering managerial positions at Lockheed Martin Corporation, Ampex Corporation, and Cohu, Inc. Mr. Posedel received a B.S. in Electrical Engineering from the University of California, Berkeley, an M.S. in Electrical Engineering from San Jose State University and an M.B.A. from Golden Gate University. Mr. Posedel brings to the Board senior leadership experience, industry and technical expertise, and a deep knowledge of the Company’s operations, strategy and vision. Rhea Posedel’s compensation as a Chairman of the Board was $70,000 paid in quarterly installments starting in the second quarter of fiscal 2020, and was eligible to participate in some of the Company’s benefit plans, such as medical, dental, group life, disability, and accidental death and dismemberment insurance. Each other outside director received (1) an annual retainer of $40,000 paid in quarterly installments (2) $2,500 for each regular board meeting such member attended, and (3) $1,250 for each special telephonic board meeting such member attended. Committee members attending a committee meeting not held in conjunction with a regular board meeting received the following amounts: Audit Committee chair - $2,000; Audit Committee member - $1,500; Compensation Committee chair - $1,750; and other committee members - $1,250. The Board and its committees may elect to waive Board fees, or receive Restricted Stock Units, or RSUs, or stock options in lieu of cash Board fees. Outside directors are also reimbursed for certain expenses incurred in attending board and committee meetings. Directors are also eligible to participate in the Company’s Equity Incentive Plans. There were no options granted to Directors during fiscal year 2022. On October 19, 2021, outside directors Fariba Danesh, Laura Oliphant, Mario Rosati, Geoffrey Scott and Howard Slayen were each granted restricted stock units of 2,015 shares and Rhea Posedel was granted restricted stock units of 3,023 shares. The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2022 to the Company’s outside directors: Director Compensation Name Year Fees Earned or Paid in Cash ($) Option Awards ($) (1) Stock Awards ($) Non-equity Incentive Plan Compensation ($) All Other Compensation ($) Total Compensation ($) Fariba Danesh 2022 56,250 -- $40,000 -- -- $96,250 Laura Oliphant 2022 62,000 -- 40,000 -- -- 102,000 Rhea J. Posedel 2022 70,000 -- 60,000 -- $23,580 (2) 153,580 Mario M. Rosati 2022 53,750 -- 40,000 -- -- 93,750 Geoffrey G. Scott 2022 59,750 -- 40,000 -- -- 99,750 Howard T. Slayen 2022 63,000 -- 40,000 -- -- 103,000
2023-09-13	Rhea J. Posedel (3) 80 Chairman 1977 ... Rhea Posedel’s compensation as a Chairman of the Board was $70,000 paid in quarterly installments, and he was also eligible to participate in some of the Company’s benefit plans, such as medical, dental, group life, disability, and accidental death and dismemberment insurance. ... The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2023 to the Company’s outside directors: ... Rhea J. Posedel 2023 78,500 -- 140,000 -- 20,558 239,058 ... (3) Includes health and life insurance premiums and medical costs paid by the Company in the amount of $20,558.
2024-09-11	The names of the nominees, ages as of May 31, 2024, and certain information about them as of the Record Date are set forth below: Rhea J. Posedel 81 Chairman 1977... The following table sets forth the compensation paid by the Company during the fiscal year ended May 31, 2024 to the Company’s outside directors: Rhea J. Posedel 2024 87,500 0 160,000 21,904 269,404... Includes health and life insurance premiums and medical costs paid by the Company in the amount of $21,904.