Rhea J. Posedel
AEHR TEST SYSTEMSAbout Rhea J. Posedel
Rhea J. Posedel (age 82) is AEHR’s co‑founder and long‑tenured Chairman of the Board (director since 1977). He previously served as CEO from 1977 to January 2012, Executive Chairman from January 2012 to March 2013, and President through May 2000; he holds a B.S. in Electrical Engineering (UC Berkeley), an M.S. in Electrical Engineering (San Jose State University), and an MBA (Golden Gate University) . The Board states it separates the CEO and Chair roles and identifies Mr. Posedel as an independent Chairman; all directors other than the CEO are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aehr Test Systems | Chairman of the Board | 1977–present | Board leadership separated from CEO; Board cites “independent Chairman” structure . |
| Aehr Test Systems | Chief Executive Officer | 1977–Jan 2012 | Co‑founder; deep operating knowledge of company . |
| Aehr Test Systems | Executive Chairman | Jan 2012–Mar 2013 | Executive transition oversight . |
| Aehr Test Systems | President | Inception–May 2000 | Early-stage operating leadership . |
| Lockheed Martin; Ampex Data Systems; Cohu | Engineering/managerial positions | Pre‑1977 | Senior engineering experience in aerospace, storage, and semiconductor equipment . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in latest proxy | — | — | No current public company directorships disclosed for Mr. Posedel . |
Board Governance
- Role/Structure: Non‑executive Chairman; CEO and Chair roles separated; Board cites “independent Chairman” structure and therefore no lead independent director .
- Independence: The Board determined all directors except the CEO are independent per Nasdaq and SEC rules; this includes Mr. Posedel .
- Committees: Mr. Posedel is not listed as a member of the Audit, Compensation, or Corporate Governance & Nominating Committees (Audit: Oliphant, Scott, Slayen; Compensation: Danesh, Oliphant, Slayen; Governance: Danesh, Oliphant, Scott) .
- Attendance: Board held 4 meetings in FY2025; all directors attended 100% of Board and their committee meetings .
- Shareholder Support: 2025 re‑election received 11,951,671 votes FOR and 935,739 WITHHELD (broker non‑votes 7,269,294) .
- Say‑on‑Pay (signal of investor sentiment): 2025 advisory vote approved (FOR 11,178,940; AGAINST 1,610,314; ABSTAIN 98,156; broker non‑votes 7,269,294) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Chairman) | $85,000 | Upon re‑election; paid to the Chairman . |
| Health and life insurance/medical costs | $23,880 | “All Other Compensation” for FY2025 . |
| Director ownership guideline | ≥ 1x annual cash compensation | Required for all directors . |
Performance Compensation
| Instrument | Grant date | Number of RSUs | Grant date fair value | Vesting | Performance metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant, Chairman) | Oct 2024 | 10,589 | $160,000 | Vests 1/8 quarterly over two years (time‑based) | None (time‑based RSUs) . |
- Director equity design: Annual RSU grants determined by dollar value at grant; Chairman $160,000 (vs. $140,000 for other outside directors). RSUs vest evenly each quarter over two years; no meeting fees disclosed; all directors must maintain ownership ≥ one year of cash compensation .
Other Directorships & Interlocks
| Person | Other public company boards | Committee interlocks |
|---|---|---|
| Rhea J. Posedel | None disclosed | No interlocks disclosed in the proxy’s governance sections . |
Expertise & Qualifications
- Co‑founder with multi‑decade CEO and board leadership at AEHR; deep industry/technical expertise in semiconductor equipment .
- Education: B.S. EE (UC Berkeley), M.S. EE (San Jose State), MBA (Golden Gate University) .
- Board‑level rationale: “Senior leadership experience, industry and technical expertise, and deep knowledge of operations, strategy and vision” .
Equity Ownership
| Ownership detail | Amount |
|---|---|
| Total beneficial ownership | 550,965 shares (1.8% of outstanding) . |
| Components (footnote detail) | 472,577 shares held by the Rhea J. Posedel Family Trust; 53,956 options exercisable within 60 days of Aug 28, 2025; 3,282 RSUs vesting within 60 days . |
| Outstanding director equity at FY2025 year‑end | Options outstanding: 71,956; RSUs outstanding: 7,892 (aggregate counts for end of FY2025) . |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors . |
Governance Assessment
-
Positives
- Independent, non‑executive Chair with clear separation from the CEO role; Board reports all directors (except CEO) are independent under Nasdaq/SEC standards .
- Strong attendance (100%) and clearly defined committee structures with independent membership and an audit committee financial expert designated .
- High ownership alignment: significant beneficial ownership (1.8%); director ownership guidelines in place; hedging and pledging prohibited for directors .
- Director pay structure skews to equity (Chair: $160k RSUs vs $85k cash), promoting alignment; RSUs vest over two years on a quarterly schedule .
- Director and plan awards are subject to the company’s clawback policy and the equity plan prohibits option/SAR repricing without shareholder approval .
-
Watch items / potential red flags
- Founder and former long‑time CEO as Chair: while designated independent under listing standards, investors may monitor for potential management influence given legacy status and sizable trust holdings .
- “All Other Compensation” includes company‑paid health and life insurance benefits for the Chairman (FY2025: $23,880), which some governance frameworks scrutinize as perquisites .
- No lead independent director (Board rationale is that the Chair is independent) .
- No specific related‑party transactions involving Mr. Posedel are disclosed; the company states related‑party items would be reviewed by the Audit Committee case‑by‑case; continue to monitor disclosures .
Shareholder sentiment: Mr. Posedel’s 2025 re‑election support (≈11.95M FOR vs 0.94M WITHHELD) and annual Say‑on‑Pay approval (≈11.18M FOR vs 1.61M AGAINST) indicate broad investor support in the latest cycle .