Geoffrey G. Scott
AEHR TEST SYSTEMSAbout Geoffrey G. Scott
Independent director of AEHR since 2020; age 76 as of May 30, 2025. Former President of Scott Asset Management (1995–2017), with prior roles in corporate and capital markets banking at Merrill Lynch (1991–1995) and The Chase Manhattan Corporation (1973–1990). Holds a B.A. from Dartmouth College. Biography highlights extensive experience in corporate finance and long-term investing, with prior board experience at emerging, fast-growth companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scott Asset Management | President | 1995–2017 | Led investment group focused on industry-leading small cap companies |
| Merrill Lynch & Co., Inc. | Vice President, Capital Markets Group | 1991–1995 | Corporate finance and capital markets experience |
| The Chase Manhattan Corporation | Corporate Banking Group | 1973–1990 | Corporate banking and lending experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private Investor | Investor | 2017–present | No current public company directorships disclosed in proxy |
Board Governance
- Independence: The Board determined all current directors (except the CEO) are independent under Nasdaq and SEC rules; Scott is independent.
- Attendance: Scott attended 100% of Board and committee meetings in FY2025. Board held 4 meetings; Audit Committee 4; Compensation Committee 2; Corporate Governance & Nominating Committee (CGN) 1.
- Board leadership: Independent Chairman (Rhea J. Posedel); no Lead Independent Director due to separation of Chair and CEO roles.
| Governance Attribute | Detail |
|---|---|
| Board Service | Director since 2020 |
| Independence | Independent director (Nasdaq/SEC) |
| Board Meetings FY2025 | 4; 100% attendance |
| Audit Committee | Member; Meetings: 4; 100% attendance |
| Corporate Governance & Nominating Committee | Chair; Meetings: 1; 100% attendance |
| Compensation Committee | Not a member |
| Audit Committee Financial Expert | Not designated; Audit Chair Slayen designated as financial expert |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer (CGN Chair) | $67,500 | Chair cash retainer for Corporate Governance & Nominating Committee |
| Equity grant (RSUs) – grant date fair value | $140,000 | RSUs vest over two years (1/8 quarterly), subject to service |
| Option awards | $0 | No option awards in FY2025 |
| All other compensation | $0 | No other director-specific perquisites disclosed for Scott |
| Total Director Compensation (FY2025) | $207,500 | Sum of cash and RSU grant-date value |
| Equity Grant Detail | Grant Date | RSUs (#) | Vesting Schedule |
|---|---|---|---|
| Annual RSU grant | October 2024 | 9,265 | 1/8 quarterly over two years, subject to service |
- Ownership guideline: Directors must maintain AEHR stock equal to at least one year of cash compensation.
- Repricing protection: No option/SAR repricing or cash-for-underwater swap without shareholder approval.
- Clawback: All awards under the 2023 Plan are subject to AEHR’s clawback policy.
Performance Compensation
Directors receive time-based RSUs; no performance metrics are tied to director compensation.
| Performance Metric | Measurement | FY2025 Status |
|---|---|---|
| Director equity performance criteria | None disclosed for directors (time-based RSUs) | Not applicable |
| Change-in-control treatment (non-employee directors) | Full vesting of options/SARs; lapse of restrictions on RS/RSUs; performance goals deemed achieved at 100% | Applies upon change in control |
| Clawback coverage | Equity and incentive awards subject to clawback | In effect under policy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board roles disclosed in proxy |
Expertise & Qualifications
- Long-tenured corporate finance executive and investor; prior banking roles at Merrill Lynch and Chase; President of Scott Asset Management.
- Board experience with emerging, high-growth companies; strategic finance and investor perspective.
- Education: B.A., Dartmouth College.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 272,084 | “*” less than 1% of shares outstanding |
| Ownership % of outstanding | <1% (“*”) | As of record date Aug 28, 2025 |
| Trust holdings | 200,686 shares (Geoffrey Scott Living Trust and Caroline Scott Living Trust) | Included in total |
| Options exercisable within 60 days | 25,000 | Director options outstanding at FY2025 end and exercisable timing |
| RSUs vesting within 60 days (record date) | 2,872 | Included in beneficial ownership computation |
| RSUs held at FY2025 year-end | 6,906 | Director RSUs outstanding at FY-end |
| Hedging/Pledging | Prohibited by policy | Applies to directors; no pledging permitted |
Governance Assessment
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Board effectiveness: 100% attendance and chairing of CGN committee indicate strong engagement and governance oversight; independence affirmed under Nasdaq/SEC standards.
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Compensation alignment: Balanced cash/equity mix with time-based RSUs and stock ownership guideline supports alignment; awards subject to clawback and no repricing without shareholder approval.
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Skills relevance: Finance and capital markets background adds investor-oriented discipline to audit and governance work; however, he is not the designated audit committee financial expert (that’s Slayen).
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Conflicts/related party: No related-party transactions disclosed; CGN committee charter includes conflict review; insider trading policy prohibits hedging/pledging.
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RED FLAGS: None disclosed—no related-party transactions, no attendance issues, no hedging/pledging, and compensation structure is standard for AEHR directors.