Vernon Rogers

About Vernon Rogers

Vernon Rogers is Executive Vice President of Sales and Marketing at Aehr Test Systems; he joined in October 2018 and was listed among executive officers in the 2025 proxy (age 58) . He holds a B.S. in Electrical Engineering from North Dakota State University and has spent over two decades in senior sales, marketing and operations roles across semiconductor test and system-level test markets . Company performance context during his tenure: Aehr’s total shareholder return (TSR) index (fixed $100 base) moved from 394 (FY2023) to 512 (FY2024) and then 114 (FY2025), with net income of $14.6M (FY2023), $33.2M (FY2024), and a $(3.9)M loss (FY2025) .

Past Roles

Fixed Compensation

• FY2024 base salary: $283,500 .
• FY2024 personal performance cash bonus: Target $90,000; paid $42,360 .
• FY2024 company performance cash bonus: Maximum opportunity up to 45.9% of base salary; paid $0 given results .
• FY2024 booking commissions: $48,773 under plan (0.1% on bookings ≤$120M; 2x rate above $120M) .
• FY2024 “All Other Compensation”: $67,595, including health/life/medical $46,624, ESOP contribution $8,771, auto allowance $12,000 .

Multi-year summary (amounts are those reported in Summary Compensation Table):

Performance Compensation

• Booking commission plan evolution and realized commissions:

• FY2024 annual bonus structure and outcomes:

• Equity incentives (granted FY2024 cycle on Oct 27, 2023):
  • Time-based RSUs: 6,200 RSUs vesting 1/16 quarterly over 4 years .
  • Performance RSUs: 5,167 target RSUs vesting 100% upon achieving cumulative revenue target by May 31, 2026; service condition through achievement date .

Vesting conventions:

• RSUs generally vest 1/16 quarterly over 4 years; performance RSUs vest on goal achievement timelines per grant .
• Stock options (legacy grants) vest 1/48 monthly over 4 years; 10-year term .

Equity Ownership & Alignment

• Beneficial ownership trend:

• Near-term vested/vesting breakdown (as of Aug 23, 2024): includes 150,468 options exercisable within 60 days and 3,653 RSUs vesting within 60 days .
• Hedging/pledging policy: Company prohibits hedging, short sales, and pledging/margin of company stock for insiders, including named executive officers .
• Clawback: Executive compensation is subject to a Dodd-Frank-compliant clawback policy adopted Aug 14, 2023 and filed as Exhibit 97.1 to the FY2025 Form 10-K .

Outstanding and Vesting Equity Detail (as of FY2024 year-end)

Note: Market values use $11.51 closing price on 5/31/2024 as disclosed; vesting conventions per footnotes .

Employment Terms

• Role and start date: Joined Aehr as EVP Sales & Marketing in October 2018 .
• Change-in-control and severance (executed Aug 31, 2024 for Rogers):
  • Qualifying termination during CIC period (3 months before to 12 months after CIC for Rogers): cash equal to 12 months base salary; 100% of target annual cash incentive; pro-rata target bonus for year of termination; full acceleration of time-based equity; performance equity deemed at the greater of target or expected attainment; up to 12 months Company-paid healthcare .
  • Qualifying termination outside CIC: 6 months base salary; pro-rata target bonus; 6 months’ acceleration of unvested equity (performance at target); up to 6 months healthcare .
• Clawback: Covered under Company’s recovery policy (see above) .
• Non-compete/non-solicit: Not disclosed in proxy .

Performance & Track Record Context

• Compensation program emphasizes at-risk pay; commissions, performance cash, and performance RSUs tie earnings to bookings and cumulative revenue targets; prohibition on hedging/pledging supports alignment with shareholders .
• Legacy option grants carried expirations in Oct 2025 and July 2026, which historically can create exercise/settlement activity around expirations; the Company’s insider trading policy requires pre-clearance and prohibits hedging/pledging .

Compensation Structure Analysis

• Mix and evolution:
  • Shift toward RSUs: FY2024 and FY2023 grants to Rogers were RSUs (time-based and performance-based); no new options to NEOs in FY2025; company notes RSUs predominant in recent cycles .
  • Variable cash moderated with results: Booking commissions fell from $320,377 (FY2022) to $100,230 (FY2023) to $48,773 (FY2024) as plan mechanics and bookings evolved .
  • Discretion retained: Personal performance bonuses paid despite no company performance bonus in FY2024 ($42,360 to Rogers) .
• Governance protections: Explicit prohibition on hedging/pledging and a compliant clawback policy mitigate misalignment and recoup risk .

Investment Implications

• Pay-for-performance linkage is tangible via commissions and performance RSUs on cumulative revenue, creating sensitivity to bookings momentum; declining commissions from FY2022 to FY2024 reflect tighter linkage to business trends .
• Retention risk appears moderate: Rogers has double-trigger CIC protection (12 months salary plus 100% target bonus and equity acceleration in a CIC termination window), and ongoing time-based/performance RSU vesting supports tenure incentives .
• Alignment signals are positive: strict prohibitions on hedging/pledging and an active clawback framework reduce adverse incentives; however, legacy option expirations (2025–2026) historically can create exercise-related trading windows that investors should watch around vesting/expiry cycles .