Howard T. Slayen
AEHR TEST SYSTEMSAbout Howard T. Slayen
Howard T. Slayen, age 78, has served as an independent director of Aehr Test Systems since 2008. He is a former Corporate Finance Partner at PricewaterhouseCoopers (1971–1999) and former EVP & CFO of Quaartz Inc. (1999–2001), and has provided independent financial consulting since 2001; he holds a B.A. from Claremont McKenna College and a J.D. from UC Berkeley School of Law . The Board has determined he is independent and designated him an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (and predecessor) | Corporate Finance Partner | 1971–1999 | Corporate finance expertise; advised high‑tech companies |
| Quaartz Inc. | EVP & CFO | Oct 1999–May 2001 | Senior financial leadership in web‑hosted communications |
| Independent Consulting | Financial Consultant | Since Jun 2001 | Advisory to various organizations/clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several non‑profit organizations | Director/Committee member | Not disclosed | Current service noted (names not specified) |
| Public company boards (current) | — | — | No current public directorships disclosed in proxy biography |
| Public company boards (prior) | Audit Committee Chair (two public technology companies) | Prior service | Former chair roles noted (names not specified) |
Board Governance
| Item | Detail |
|---|---|
| Board/Committee attendance (FY2025) | 100% attendance at Board and committee meetings for all directors |
| Committees | Audit (Chair); Compensation (Member) |
| Audit Committee meetings (FY2025) | 4 meetings; Slayen serves as Chair and is the Board’s SEC-defined “audit committee financial expert” |
| Compensation Committee meetings (FY2025) | 2 meetings; Slayen is a member |
| Independence | Independent under Nasdaq and SEC rules |
| Board structure | Separate Chair (independent) and CEO; no lead independent director given independent Chair |
Fixed Compensation
| Fiscal Year | Cash Retainer | Committee Chair Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2025 | — | $72,500 (Audit Chair) | $0 (not disclosed) | $72,500 |
Notes:
- Standard director compensation policy in effect for FY2025: Audit and Compensation Committee Chairs receive $72,500 cash and $140,000 in RSUs; other non‑chair directors receive $65,000 cash and $140,000 RSUs; Chairman receives $85,000 cash and $160,000 RSUs; RSUs vest over two years (1/8 quarterly) .
Performance Compensation
| Grant/Period | Instrument | Grant Date | Quantity/Value | Vesting/Performance Terms |
|---|---|---|---|---|
| Annual director equity (FY2025) | RSUs | Oct 2024 | $140,000 fair value for each outside director; Slayen awarded RSUs consistent with policy | Vests 1/8 each quarterly anniversary over two years, subject to continued service |
| Annual RSUs (share count disclosure) | RSUs | Oct 2024 | 9,265 RSUs to each outside director (including Slayen) | Time-based as above |
Additional notes:
- Director equity awards are time‑based; no director‑level performance metrics or PSUs are disclosed for non‑employee directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Overlap |
|---|---|---|---|
| None disclosed (current public companies) | — | — | No current public company interlocks disclosed |
Expertise & Qualifications
- Audit committee financial expert (SEC definition) and Audit Committee Chair .
- Former corporate finance partner (PwC) and public‑company CFO, with deep experience in accounting, financial reporting, financing, investing, internal controls, and compliance; prior service as audit committee chair at two other public technology companies .
- Legal training (J.D.), enhancing oversight of compliance and governance matters .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Howard T. Slayen | 218,397 | <1% | Includes 2,872 RSUs vesting within 60 days of Aug 28, 2025 |
| RSUs held at FY2025 end | 6,906 RSUs (Slayen) | — | FY2025 year‑end unvested RSUs per director holdings table |
| Options outstanding (FY2025) | 0 (no options reported for Slayen) | — | Options outstanding disclosed for other directors; none listed for Slayen |
Ownership alignment and policies:
- Director stock ownership guideline: at least one year of cash compensation; all directors are required to maintain ownership at that level (compliance status not individually disclosed) .
- Company Insider Trading Policy prohibits hedging, short sales, options/derivatives, and pledging or purchasing on margin; this mitigates alignment risks from hedging/pledging .
Governance Assessment
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Strengths and signals supporting investor confidence:
- Independent director, Audit Chair, and SEC-defined audit committee financial expert; strong accounting and internal control pedigree (PwC partner; public‑company CFO) .
- High engagement: 100% Board and committee attendance in FY2025 .
- Pay structure aligned with best practices for small-cap tech: modest cash retainer and majority of director comp in time‑vested equity; ownership guideline in place .
- Robust controls environment indicators: clawback policy covering equity awards under the plan; explicit prohibition on repricing options/SARs without shareholder approval; insider trading policy bans hedging/pledging .
- No related‑party transactions disclosed in the proxy beyond policy description, reducing conflict risk .
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Watch items / potential risks:
- Concentration of responsibilities: serves on both Audit (Chair) and Compensation Committees; while common at smaller issuers, workload/independence optics warrant monitoring as complexity grows .
- Change‑in‑control acceleration: non‑employee director awards fully vest on a change in control—standard but can be scrutinized by governance-focused investors .
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Shareholder sentiment context:
- Say‑on‑pay in Oct 2025: 11,178,940 For; 1,610,314 Against; 98,156 Abstain; broker non‑votes 7,269,294 (board comp oversight signal consistent with broad support) .
Overall, Slayen’s deep finance background and designation as audit committee financial expert, combined with perfect attendance and an equity‑heavy director pay mix under restrictive hedging/pledging policies, are positives for board effectiveness and investor alignment. No specific conflicts or related‑party exposures are disclosed in the proxy .