Fariba Danesh
AEHR TEST SYSTEMSAbout Fariba Danesh
Fariba Danesh, 67, has served as an independent director of AEHR since May 2021. She is currently Chief Operating Officer at PsiQuantum, and previously held CEO/COO roles and senior operating positions across photonics, semiconductor, and data storage, with a B.S. in Biochemistry from Santa Clara University . Her board tenure shows full engagement with committee work and 100% attendance in FY2025, and she is designated independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glo AB | Chief Executive Officer | 9 years (pre-2021) | Led design and development of high-brightness microLEDs for consumer displays |
| Avago Technologies (now Broadcom) | SVP & GM, Fiber Optics Products | ~3 years | Full P&L responsibility for ~$400M photonics business |
| Maxtor Corp | EVP Global Operations | Prior to Avago | Enterprise hardware operations leadership |
| Finisar | Chief Operating Officer | Prior to Avago | Optical networking operations leadership |
| Genoa Corp | Chief Executive Officer | Prior to Avago | Executive leadership in optics/semiconductors |
External Roles
| Organization | Role | Start Date | Committees/Impact |
|---|---|---|---|
| PsiQuantum | Chief Operating Officer | Jan 2021 | Oversees enterprise-wide operations in silicon photonics; engages with cyber-risk oversight as COO at AEHR via reporting cadence |
| Credo Technology Group Holding Ltd. | Independent Director | Mar 2025 | Audit Committee member; connectivity solutions focus |
Board Governance
- Committee assignments: Compensation Committee member; Corporate Governance & Nominating Committee member; not on Audit .
- Committee chairs: Compensation—Laura Oliphant; Corporate Governance & Nominating—Geoffrey Scott; Audit—Howard Slayen .
- Independence: Board determined all directors except CEO are independent (Danesh is independent) .
- Attendance: Board held 4 meetings in FY2025; all directors attended 100% of Board and committee meetings on which they served .
- Insider trading policy and hedging/pledging: Company policy includes a prohibition on hedging, pledging and similar transactions for covered individuals .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Cash retainer ($) | 63,500 | 65,000 |
| Options awards ($) | - | - |
| Stock awards ($) | 140,000 | 140,000 |
| All other compensation ($) | - | - |
| Total director compensation ($) | 203,500 | 205,000 |
- Structure: Outside directors receive $65,000 annual cash retainer and $140,000 in RSUs; vesting 1/8 per quarter over two years; chairs and the chairman receive higher cash retainers; directors must maintain stock ownership equal to at least one year of cash compensation .
- Non-employee director cap under 2023 Plan: $750,000 per fiscal year (administrator may approve exceptions in extraordinary circumstances) .
Performance Compensation
| Item | FY 2024 | FY 2025 |
|---|---|---|
| RSU grant value ($) | 140,000 (time-based) | 140,000 (time-based) |
| RSU vesting | 1/8 quarterly over 2 years | 1/8 quarterly over 2 years |
| Performance metrics tied to director pay | None disclosed (director awards time-based RSUs) |
- October grants: In Oct 2024, each outside director received 9,265 RSUs; in Oct 2023, each outside director received 4,460 RSUs (chairman received larger grants consistent with role) .
- Executive pay context (governance signal): Company utilizes performance-based cash bonuses and RSUs for executives tied to corporate objectives and cumulative revenue targets; clawback policy adopted Aug 14, 2023 in compliance with SEC/Nasdaq .
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict |
|---|---|---|
| Credo Technology Group Holding Ltd. | Outside public tech board; Audit Committee member since Mar 2025 | No AEHR-related transactions disclosed; Audit oversight expertise viewed as additive to AEHR . |
| PsiQuantum (private) | Operating role as COO | Not a disclosed AEHR counterparty; time commitment monitored via attendance (100% in FY2025) . |
Expertise & Qualifications
- 30+ years executive leadership across semiconductor test, photonics, telecom, and storage; deep P&L and operations experience .
- Education: B.S. Biochemistry, Santa Clara University .
- Audit oversight experience via Credo Audit Committee service .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Breakdown |
|---|---|---|---|
| Fariba Danesh | 19,820 | <1% | Includes 15,000 options exercisable within 60 days and 2,872 RSUs vesting within 60 days |
| RSUs outstanding at FY-end | 3,345 (FY2024) | 6,906 (FY2025) | Time-based awards outstanding; vesting per policy |
| Shares pledged/hedged | Not disclosed; company prohibits hedging/pledging | - | Policy applies to directors |
Shareholder Votes & Engagement Signals
| Proposal (Oct 20, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election—Fariba Danesh | 12,769,824 | 117,586 | - | 7,269,294 |
| Say-on-Pay (Advisory) | 11,178,940 | 1,610,314 | 98,156 | 7,269,294 |
| ESPP Amendment | 12,426,742 | 408,558 | 52,110 | 7,269,294 |
| 2023 Equity Plan Amendment | 10,195,258 | 2,557,754 | 134,398 | 7,269,294 |
- Board meeting cadence: 4 meetings in FY2025; all directors 100% attendance .
Governance Assessment
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Strengths:
- Independence and multi-committee service (Compensation; Corporate Governance & Nominating) enhance board effectiveness .
- 100% attendance in FY2025 indicates strong engagement despite external operating role .
- Director compensation balanced toward equity (approx. 68% equity: $140k RSUs vs $65k cash), aligning interests; ownership guideline requires at least one year of cash compensation in stock .
- Audit-committee experience at Credo may improve financial oversight literacy on AEHR’s board .
- Company-level clawback policy and prohibition on hedging/pledging support shareholder-friendly governance .
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Watch items / potential conflicts:
- External operating role as COO at PsiQuantum could present time allocation pressures; current attendance mitigates concern but should be monitored each year .
- Outstanding options (15,000) and RSUs (6,906 at FY2025 year-end) create standard equity alignment; no strike price/expiration details disclosed for director options, limiting granularity of incentive analysis .
- No specific related-party transactions are listed; the company applies case-by-case Audit Committee review per policy—continue monitoring disclosures in “Certain Relationships and Related Transactions” .
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Compensation structure trends:
- Year-over-year director compensation essentially stable (cash increased from $63,500 to $65,000; stock constant at $140,000) .
- Meeting fees eliminated beginning FY2024; compensation standardized with role-based retainers and equity grants vesting quarterly .
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RED FLAGS: None disclosed regarding pledging/hedging, tax gross-ups for directors, low attendance, or related-party transactions involving Danesh; continued monitoring warranted as part of annual proxy review .