8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 8, 2023

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2023, the Board of Directors (the "Board") of Aehr Test Systems (the "Company") appointed Chris Siu as the Company's Executive Vice President of Finance, Chief Financial Officer and Secretary, effective upon his hire date of June 1, 2023. Mr. Siu will replace Kenneth B. Spink who will remain through his retirement on August 31, 2023 to assist in the transition.

Mr. Siu, age 52, brings more than 27 years of finance and accounting experience in the semiconductor, medical equipment, and public accounting industries. Before joining Aehr Test Systems, he most recently served four years in senior finance executive positions at publicly traded Ultra Clean Technologies, a global leading developer and supplier of critical subsystems, components and parts, and ultra-high purity clean and analytical services primarily for the semiconductor and semiconductor equipment industry, including Senior Vice President of Finance, Corporate Treasurer, and Chief Accounting Officer. Prior to Ultra Clean Technologies, Mr. Siu held senior management roles at PDF Solutions and also GlobalFoundries, a multinational semiconductor manufacturing company, where he served for eight years including leading all global accounting functions as Corporate Controller for four years. He was also Chief Accounting Officer and Director of Finance at semiconductor company Trident Microsystems and served in several senior finance management positions at medical device and software manufacturer Varian Medical Systems. Mr. Siu also worked three years with Deloitte and left as an Audit Manager, and began his career in public accounting serving over five years with EY. He is a Certified Public Accountant (inactive) in California. Mr. Siu holds a Bachelor of Science degree in Accounting from Brigham Young University in Hawaii and a Master of Business Administration degree from the University of California at Berkeley.

Mr. Siu does not have a family relationship with any member of the Board or any executive officer of the Company, and Mr. Siu has not been a participant or had an interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Siu’s appointment is attached hereto as Exhibit 99.1.

Compensatory Arrangement with Chris Siu

In connection with the appointment of Mr. Siu to his position as the Company's Executive Vice President of Finance, Chief Financial Officer and Secretary, Mr. Siu will receive, among other things, an annual base salary of $336,000 and will be eligible to receive an annual cash bonus with a target of 75% of his base salary. In addition, the Board approved an initial grant of the Company's common stock under the Company's 2016 Equity Incentive Plan to Mr. Siu with a value of $600,000 subject to vesting over a four (4) year period at a rate of one sixteenth (1/16th) per quarter effective upon his hire date of June 1, 2023 (subject to potential acceleration of vesting in the event of a change of control of the Company). Mr. Siu will also receive an annual grant equal to 134% of his base salary as measured as of the grant date, to be vested over a four (4) year period at a rate of one sixteenth (1/16th) per quarter, beginning with the Company’s 2025 fiscal year grants. Mr. Siu will also enter into the Company's standard indemnification agreement in the form previously approved by the Board. Mr. Siu will also enter into a Change of Control Agreement which provides, among other things, severance benefits based upon termination following a change of control of twelve months base pay, twelve months prorated cash and equity bonuses, the full vesting of all equity instruments, and twelve months health coverage and benefits.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

aehr_ex991.htm EXHIBIT 99.1

| Ken Spink | Todd Kehrli or Jim Byers |

| Chief Financial Officer | Analyst/Investor Contact |

| (510) 623-9400 x309 **** | (323) 468-2300 |

| | aehr@mkr-group.com |

Aehr Test Systems Appoints Chris Siu, Semiconductor Industry Veteran, as Chief Financial Officer and Executive Vice President of Finance

Fremont, CA (May 31, 2023) – Aehr Test Systems (NASDAQ: AEHR), a worldwide supplier of semiconductor test and production burn-in equipment, today announced the appointment of Chris Siu as the Company’s Chief Financial Officer, Executive Vice President of Finance, and Secretary effective June 1, 2023. He will succeed Ken Spink, who previously announced his planned retirement after 15 years with the Company. Mr. Spink will stay on through the completion of Aehr’s fiscal 2023 year that ends May 31, 2023 and annual 10-K filing to ensure an orderly transition.

Mr. Siu brings more than 27 years of finance and accounting experience in the semiconductor, medical equipment, and public accounting industries. Before joining Aehr Test Systems, he most recently served four years in senior finance executive positions at publicly traded Ultra Clean Technologies, a global leading developer and supplier of critical subsystems, components and parts, and ultra-high purity clean and analytical services primarily for the semiconductor and semiconductor equipment industry, including Senior Vice President of Finance, Corporate Treasurer, and Chief Accounting Officer. Prior to Ultra Clean Technologies, Mr. Siu held senior management roles at PDF Solutions and also GlobalFoundries, a multinational semiconductor manufacturing company, where he served for eight years including leading all global accounting functions as Corporate Controller for four years. He was also Chief Accounting Officer and Director of Finance at semiconductor company Trident Microsystems and served in several senior finance management positions at medical device and software manufacturer Varian Medical Systems. Mr. Siu also worked three years with Deloitte and left as an Audit Manager, and began his career in public accounting serving over five years with EY. He is a Certified Public Accountant (inactive) in California. Mr. Siu holds a Bachelor of Science degree in Accounting from Brigham Young University in Hawaii and a Master of Business Administration degree from the University of California at Berkeley.

Gayn Erickson, President and CEO of Aehr Test Systems, commented, “After an extensive search, we are delighted to announce that Chris will be joining Aehr as our new CFO. He is a seasoned executive with a proven track record of delivering strong financial and operating results with several public companies serving the semiconductor and semiconductor equipment industries. His wealth of knowledge and experience will be of great benefit as we continue to focus on the tremendous growth opportunities ahead for Aehr.”

Mr. Erickson continued, “I am very grateful to Ken for his leadership and many contributions during his 15 years at Aehr. He has been a great partner to me during the Company’s development and growth, and on behalf of the Board and the entire Aehr team, we wish him the best in his retirement.”

Mr. Siu commented, “I am thrilled to join Aehr Test Systems during such an exciting time for the company and I look forward to partnering with Gayn and the leadership team to build on the company’s success and drive further growth and long-term shareholder returns.”

About Aehr Test Systems

Headquartered in Fremont, California, Aehr Test Systems is a worldwide provider of test systems for burning-in semiconductor devices in wafer level, singulated die, and package part form, and has installed over 2,500 systems worldwide. Increased quality and reliability needs of the Automotive and Mobility integrated circuit markets are driving additional test requirements, incremental capacity needs, and new opportunities for Aehr Test products in package, wafer level, and singulated die/module level test. Aehr Test has developed and introduced several innovative products, including the ABTS^TM^ and FOX-P^TM^ families of test and burn-in systems and FOX WaferPak^TM^ Aligner, FOX WaferPak Contactor, FOX DiePak^®^ Carrier and FOX DiePak Loader. The ABTS system is used in production and qualification testing of packaged parts for both lower power and higher power logic devices as well as all common types of memory devices. The FOX-XP and FOX-NP systems are full wafer contact and singulated die/module test and burn-in systems used for burn-in and functional test of complex devices, such as leading-edge silicon carbide-based power semiconductors, memories, digital signal processors, microprocessors, microcontrollers, systems-on-a-chip, and integrated optical devices. The FOX-CP system is a new low-cost single-wafer compact test and reliability verification solution for logic, memory and photonic devices and the newest addition to the FOX-P product family. The WaferPak Contactor contains a unique full wafer probe card capable of testing wafers up to 300mm that enables IC manufacturers to perform test and burn-in of full wafers on Aehr Test FOX systems. The DiePak Carrier is a reusable, temporary package that enables IC manufacturers to perform cost-effective final test and burn-in of both bare die and modules. For more information, please visit Aehr Test Systems’ website at www.aehr.com.

Safe Harbor Statement

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or Aehr’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates,” “going to,” "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these words or other similar terms or expressions that concern Aehr’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements in this press release include, but are not limited to, future requirements and orders of Aehr’s new and existing customers; bookings forecasted for proprietary WaferPak^TM^ and DiePak consumables; and expectations related to long-term demand for Aehr’s productions and the attractiveness of key markets. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in Aehr’s recent Form 10-K, 10-Q and other reports filed from time to time with the Securities and Exchange Commission. Aehr disclaims any obligation to update information contained in any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

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