AEHR TEST SYSTEMS (AEHR): director Narsing Vijayrao elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Narsing Vijayrao to the Board of Directors
On October 24, 2026, the Board of Directors (the “Board”) of Aehr Test Systems, a California corporation (the “Company”), approved an increase in the authorized number of directors from six to seven and appointed Narsing Vijayrao to serve as a member of the Board, effective October 28, 2026. Mr. Vijayrao has been appointed to serve on the Compensation Committee of the Board. Mr. Vijayrao will serve until the Company’s next annual meeting of shareholders.
Mr. Vijayrao is a senior technology executive with approximately 30 years of experience in infrastructure, artificial intelligence, and semiconductor technologies across hyperscale, enterprise, and startup environments. He most recently served as Vice President of Infrastructure at Meta Platforms, Inc., a multinational technology company, where he was responsible for strategy and technology infrastructure supporting the company’s global operations. During his more than 13 years at Meta Platforms, Inc., from April 2013 to August 2026, he held various senior leadership roles focused on long-term technology strategy and execution. Previously, from October 2003 to February 2013, Mr. Vijayrao held various leadership positions at Advanced Micro Devices, Inc., a multinational semiconductor company, including as a technologist in the Office of the Chief Technology Officer. He holds a Master of Science in Electrical & Computer Engineering from Purdue University.
The Board has determined that Mr. Vijayrao qualifies as an independent director under the Nasdaq listing standards. There are no arrangements or understandings between Mr. Vijayrao and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Vijayrao that would require disclosure pursuant to Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Vijayrao will receive compensation in accordance with the Company’s standard compensation arrangements. Upon the effective date of his appointment to the Board, Mr. Vijayrao will receive an annual cash retainer of $65,000 and an initial grant of RSUs totaling $140,000 vesting over four years from the date of grant. The number of RSUs will be calculated based upon the Company’s stock price at the grant date. The initial grant vests as to 1/16th of the total number of RSUs on each quarterly anniversary of the grant date, subject to continued service. Thereafter, Mr. Vijayrao will be eligible to receive an annual grant of RSUs totaling $140,000, which will vest as to 1/4th of the total number of RSUs on each quarterly anniversary of the grant date over one year, subject to continued service. Mr. Vijayrao will also enter into the Company’s standard form of indemnification agreement on the form previously approved by the Board and entered into with the Company’s other directors.
2