Donald P. Richmond II
AEHR TEST SYSTEMSAbout Donald P. Richmond II
Donald P. Richmond II is Chief Technology Officer (CTO) at Aehr Test Systems, appointed in September 2023 after joining Aehr in 1998; he is 69 years old as of May 30, 2025 . He previously co-founded ChipScale/Micro SMT (acquired by Technology Properties Limited) and led TEAM Holdings/TEAM International, bringing 40+ years of semiconductor design, packaging, operations, and R&D leadership; he holds a B.S.E.E. Technology from DeVry Institute Arizona . Company pay-versus-performance context during his CTO tenure window shows TSR falling and net income turning negative in FY2025 following strong FY2023–FY2024 results (see table below) .
| Company Performance Context | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of $100 initial investment (TSR) | $394 | $137 | $114 |
| Net Income (Loss) ($000s) | $14,557 | $33,156 | $(3,910) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aehr Test Systems | CTO; previously Senior Electrical Engineer and other roles | 1998–present | Wafer Level Test and Burn‑in solutions leadership and R&D/ops/program management experience |
| ChipScale Inc. / Micro SMT Inc. (acquired by Technology Properties Limited) | Co‑founder, Board Member, VP of Operations | Pre‑1998 | Leader in chip scale packaging of semiconductor ICs & discrete circuits |
| TEAM Holdings LTD. / TEAM International LTD. | President | Pre‑1998 | Semiconductor packaging subcontractor leadership |
| Signetics Corporation (later acquired by Philips) | Semiconductor design (early career) | Early career | Semiconductor design foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ChipScale Inc. / Micro SMT Inc. | Board Member | Pre‑1998 | Company later acquired by Technology Properties Limited |
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base salary ($) | Not disclosed | Not disclosed | Richmond was not a named executive officer (NEO); the Summary Compensation Table lists CEO, CFO, and COO only . |
| Target bonus (%) | Not disclosed | Not disclosed | Executive annual bonus program exists, but targets disclosed only for CEO, CFO, COO in FY2025 . |
| Actual bonus ($) | Not disclosed | Not disclosed | No individual CTO bonus disclosure; CEO/CFO/COO outcomes provided in proxy . |
Performance Compensation
- Annual cash incentives design (companywide framework)
- Executives are eligible for profit-based and personal-performance cash bonuses; FY2025 targets for CEO/CFO/COO were set but no CTO target disclosed . The plan is discretionary and may be adjusted by the Compensation Committee .
- Equity incentives design (companywide framework)
- In FY2025, executive officers received RSUs (no options); time-based RSUs vest 1/16 quarterly over four years .
- Performance-based RSUs (PBRSUs) included: (a) awards that vest 100% upon achieving a cumulative revenue target for certain markets through May 31, 2026, and (b) awards with a 25% performance earn at FY2025 year-end and the balance time-vesting 1/16 quarterly over three years; unsatisfied PBRSUs were canceled .
| Incentive Type | Metric / Condition | Targeting/Weighting | Actual/Payout Mechanics | Vesting |
|---|---|---|---|---|
| Annual cash bonus | Profit-based financial goals (company), plus personal milestones | Targets set annually by Compensation Committee (FY2025 targets disclosed for CEO/CFO/COO) | Discretionary; awards may be modified/suspended; CEO/CFO/COO outcomes disclosed; CTO not disclosed | N/A |
| Time-based RSUs | Continued service | N/A | N/A | 1/16 quarterly over 4 years |
| PBRSUs (FY2026 cumulative revenue) | Company cumulative revenue for certain markets to 5/31/2026 | N/A | Vests 100% upon achievement; as of 5/30/2025, not yet satisfied | |
| PBRSUs (FY2025 goals + time vest) | FY2025 financial goals (25% performance earn) + continued service | Up to 200% earn vs target possible | Portion earned based on FY2025 results; non‑achieved portions canceled; then time vest thereafter | 25% upon performance; remaining 75% time‑vest 1/16 quarterly over 3 years |
Clawback: Section 10D-compliant policy (effective Aug. 14, 2023) allows recovery of erroneously awarded incentive compensation for three fiscal years preceding a restatement; filed as Exhibit 97.1 to the FY2025 10‑K .
Equity Ownership & Alignment
| Item | Status | Detail |
|---|---|---|
| Beneficial ownership (individual) | Not disclosed | Proxy lists each director and NEO individually; CTO Richmond is not listed; group total for all directors/executive officers is provided . |
| Hedging/pledging policy | Prohibited | Insider Trading Policy prohibits short sales, options/derivatives, any hedging transactions, purchases on margin, and pledging of Company stock . |
| Executive stock ownership guidelines | Not disclosed | Director ownership guidelines disclosed (at least one year of cash retainer), but no executive officer ownership guideline disclosure found . |
| Equity plan usage | Active | FY2025 equity grants were RSU-centric; equity plan share counts and burn rates disclosed at the plan level (not individual CTO holdings) . |
Employment Terms
Aehr implemented new Change in Control and Severance Agreements effective August 31, 2024 covering the CEO, CFO, and each other executive officer (which would include the CTO). Terms for “other executive officers” (i.e., not CEO/CFO) are summarized below .
| Scenario | Cash Severance | Bonus Severance | Equity Treatment | Healthcare |
|---|---|---|---|---|
| Qualifying termination outside Change-in-Control (CIC) period | 6 months base salary (lump sum) | Pro‑rated target annual cash incentive for year of termination | Acceleration equal to 6 months of vesting; performance conditions deemed achieved at target | Up to 6 months COBRA subsidies (or cash equivalent if needed) |
| Qualifying termination during CIC period | 12 months base salary (lump sum) | 100% of target annual cash incentive + pro‑rated target for year of termination | Full acceleration of time‑based awards; performance awards vest at greater of target or expected attainment as determined by Board/Comp Committee | Up to 12 months Company‑paid healthcare |
Notes:
- “Qualifying termination” generally means termination without cause or resignation for good reason .
- Payments are contingent on executing a release of claims .
Investment Implications
- Alignment vs. transparency: Richmond’s individual pay, targets, grants, and holdings are not itemized (he is not a NEO), limiting precision in pay-for-performance and selling-pressure analysis. However, companywide design leans heavily on RSUs and performance-based RSUs, with a Dodd-Frank clawback and strict anti-hedging/pledging policy, which generally improves alignment and reduces governance risk .
- Retention and downside protection: The 2024 severance/CIC agreements extend to all executive officers; for CTO-level executives, terms provide six months’ salary/vesting outside CIC and 12 months’ salary plus significant bonus and full equity acceleration under a double-trigger CIC scenario—supportive of retention through strategic events, but potentially dilutive if activated .
- Performance context and execution risk: Company TSR and net income deteriorated in FY2025 versus FY2023–FY2024; with Richmond leading technology since September 2023, investors should monitor execution on revenue-linked PBRSU metrics (cumulative revenue to FY2026) and new market penetration, which are embedded in grant designs disclosed for other executives .
- Governance and oversight: Compensation Committee (Danesh, Oliphant, Slayen) oversees program design; say‑on‑pay proposals are regularly put to shareholders, and director stock ownership guidelines are in place—indicators of ongoing investor feedback loops, though executive ownership guidelines are not disclosed .
Monitoring to-do: Track future proxies and Form 4 filings for Richmond’s individual grants, vesting, and transactions to refine ownership/pressure analysis; the 2025 proxy did not enumerate his holdings or compensation details .