Laura Oliphant
AEHR TEST SYSTEMSAbout Laura Oliphant
Laura Oliphant, age 62 as of May 30, 2025, has served as an independent director of Aehr Test Systems since July 2019. She holds a B.E. in Chemical Engineering from Manhattan University (Riverdale, NY) and a Ph.D. in Chemical Engineering from the University of California, Berkeley; she is NACD Directorship Certified and was named to the 2022 NACD Directorship 100. Her career spans Intel Capital (Investment Director, 2001–2016), CEO of Translarity (2016–2018), and earlier technical and supply chain roles in Intel’s Technology and Manufacturing Group, providing deep expertise across semiconductors, photonics, data communications, and data storage .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Capital (Intel Corp.) | Investment Director | 2001–2016 | Led investments in semiconductor capital equipment and materials; received Intel’s highest award for strategic impact |
| Translarity, Inc. | Chief Executive Officer | 2016–2018 | Venture-funded probe card company management |
| Intel Technology & Manufacturing Group | Process Engineer; Supply Chain Manager | Prior to 2001 | Operations, engineering, and supply chain experience in semiconductor manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BE Semiconductor Industries N.V. (BESI) | Supervisory Board Member | Current | Public European supplier of semiconductor assembly equipment |
| USA Triathlon | Independent Board Member | Current | National Governing Body for triathlon in the U.S. |
| NACD | Directorship Certified | Current | Named to 2022 NACD Directorship 100 |
Board Governance
- Committee memberships (FY2025): Audit Committee (member), Compensation Committee (member and Chair), Corporate Governance & Nominating Committee (member); Audit Chair is Howard Slayen and Corporate Governance & Nominating Chair is Geoffrey Scott .
- Independence: The Board determined all directors except the CEO were independent as of May 30, 2025 .
- Attendance: Board held four meetings in FY2025; all directors attended 100% of Board and committee meetings on which they served .
- Committee activity: FY2025 Audit Committee met 4 times; Compensation Committee met 2 times; Corporate Governance & Nominating Committee met once .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Cash retainer ($) | $62,000 | $72,750 | $72,500 |
| Option awards ($) | — | — | — |
| Stock awards ($, RSUs grant-date fair value) | $120,000 | $140,000 | $140,000 |
| Total director compensation ($) | $182,000 | $212,750 | $212,500 |
- Director pay structure: In FY2025, Compensation Committee Chair cash retainer is $72,500 with annual RSUs valued at $140,000, vesting over two years in equal quarterly installments; other directors receive $65,000 cash retainer and $140,000 RSUs; Chairman retainer $85,000 and $160,000 RSUs . Policy requires directors to maintain ownership equal to at least one year of cash compensation .
Performance Compensation
| Grant | Grant Date | Shares (#) | Vesting Schedule | Performance Metric |
|---|---|---|---|---|
| Annual RSU grant (outside directors) | Oct 2024 | 9,265 (per outside director) | 1/8 quarterly over two years, service-based | None (time-based) |
| Annual RSU grant (outside directors) | Oct 2023 | 4,460 (per outside director) | 1/8 quarterly over two years, service-based | None (time-based) |
| RSU grants (outside directors) | Jul 14, 2022 and Oct 18, 2022 | 5,000 + 5,000 (per director); 2,162 (Oct grant; 3,243 for Chairman) | 5,000 vested Oct 18, 2022; 5,000 vested at FY2023 end upon revenue goal achievement; Oct 2022 grants vested quarterly | FY2023 revenue goals for the 5,000 RSUs |
- Equity plan safeguards: No option/SAR repricing without shareholder approval; all awards subject to clawback under Company policy; non-employee director awards fully vest upon change in control if not assumed/substituted; performance-based awards deemed achieved at 100% of target upon change in control if not assumed/substituted .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock Consideration |
|---|---|---|---|
| BE Semiconductor Industries N.V. | Supervisory Board Member | Public | Supplier adjacency to semiconductor equipment ecosystem; no AEHR-related-party transactions disclosed involving BESI |
| USA Triathlon | Independent Board Member | Non-profit | No commercial conflict |
Expertise & Qualifications
- Semiconductors, photonics, data communications, data storage domain expertise .
- Investment, business development, and financing experience from Intel Capital; recognized for strategic board impact (NACD Directorship 100) .
- Chemical engineering training (B.E., Ph.D.) aligned with AEHR’s technical product domain .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 19,073 shares; less than 1% of outstanding |
| Breakdown (footnote) | Includes 7,655 shares held by “Laura A Oliphant TTEE Oliphant Family Living Trust U/A DTD 05/11/1999” and 2,872 RSUs vesting within 60 days of Aug 28, 2025 |
| RSUs outstanding at FY2025 year-end | 6,906 RSUs (per director counts) |
| Options outstanding | Not listed among directors with options outstanding in FY2025 (Danesh, Posedel, Scott listed); implies none for Oliphant |
| Hedging/pledging | Insider Trading Policy prohibits hedging, short sales, margin purchases, and pledging of Company stock |
| Ownership guidelines | Required ownership equal to at least one year of cash compensation; compliance level not disclosed individually |
Governance Assessment
- Board effectiveness: 100% attendance and leadership as Compensation Committee Chair support strong engagement; multi-committee membership (Audit; Compensation; Corporate Governance & Nominating) adds breadth .
- Independence and conflicts: Board affirmed independence; no related-party transactions disclosed for Dr. Oliphant; Corporate Governance & Nominating Committee reviews director conflicts annually .
- Pay-for-performance: Director equity shifted to primarily time-based RSUs in FY2024–FY2025 (annual grants with 1/8 quarterly vesting); FY2023 included performance-linked RSUs tied to revenue goals, which is a positive alignment signal for that year .
- Risk controls: Strong safeguards—no repricing without shareholder approval; clawback policy adopted under SEC/Nasdaq rules; Insider Trading Policy bans hedging/pledging—positive alignment with shareholder interests .
- Shareholder feedback: 2025 Annual Meeting elected Oliphant with 12,749,521 votes “FOR”; advisory say‑on‑pay approved; annual frequency for say‑on‑pay chosen—signals overall investor support .
RED FLAGS
- None disclosed specific to Dr. Oliphant: no attendance issues, no hedging/pledging permitted, no related-party transactions identified in FY2025 proxy. Monitor potential ecosystem interlock with BESI for future related-party exposure, though none reported to date .
(Appendix) 2025 Annual Meeting Voting Results (Context)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Laura Oliphant | 12,749,521 | 137,889 | — | 7,269,294 |
| Say-on-Pay (NEO comp) | 11,178,940 | 1,610,314 | 98,156 | 7,269,294 |
| Say-on-Pay frequency | 1 year: 12,409,670; 2 years: 76,078; 3 years: 153,763; Abstain: 247,899; Broker non-votes: 7,269,294 |
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