DEF 14A of Aehr Test Systems
Filed Sep 9, 2026 · FY20260001654954-26-008222
TABLE OF CONTENTS
| PROPOSAL 1: ELECTION OF DIRECTORS | 6 | | DIRECTOR COMPENSATION | 9 | | BOARD MATTERS AND CORPORATE GOVERNANCE | 10 | | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 | | PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 15 | | EXECUTIVE OFFICERS | 16 | | EXECUTIVE COMPENSATION | 18 | | EQUITY COMPENSATION PLAN INFORMATION | 26 | | PAY VERSUS PERFORMANCE | 27 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 30 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT | 30 | | REPORT OF THE AUDIT COMMITTEE | 32 | | COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 | 33 | | FINANCIAL STATEMENTS | 33 | | OTHER MATTERS | 33 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, six directors are to be elected to hold office until the next Annual Meeting or until their successors are elected and qualified. The Board has nominated each of the six nominees listed below to stand for re-election to serve until the annual shareholders meeting in 2027 and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal, or death. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the election of the six nominees named below. Each nominee has consented to be named a nominee in this Proxy Statement and to continue to serve as a director, if elected. Should any nominee become unable or decline to serve as a director or should additional persons be nominated at the meeting, the proxy holders intend to vote all proxies received by them in such a manner as will assure the election of as many nominees listed below as possible (or, if new nominees have been designated by the Board, in such a manner as to elect such nominees) and the specific nominees to be voted for will be determined by the proxy holders. The Company is not aware of any reason that any nominee will be unable or will decline to serve as a director. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he or she is or was to be selected as a director or officer of the Company. The names of the nominees, ages as of May 29, 2026, and certain information about them as of the Record Date are set forth below:
ELECTION OF DIRECTORS
| Name of Nominee | Age | Position | Director Since | | Rhea J. Posedel | 83 | Chairman | 1977 | | Gayn Erickson | 61 | President and Chief Executive Officer | 2012 | | Fariba Danesh (2)(3) | 68 | Director | 2021 | | Laura Oliphant (1)(2)(3) | 63 | Director | 2019 | | Geoffrey G. Scott (1)(3) | 77 | Director | 2020 | | Howard T. Slayen (1)(2) | 79 | Director | 2008 |
ELECTION OF DIRECTORS
___________________ (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Corporate Governance and Nominating Committee
ELECTION OF DIRECTORS
| | RHEA J. POSEDEL is a founder of the Company and has served as the Chairman of the Board since the Company’s inception in 1977. He also served as Executive Chairman of the Company from January 2012 to March 2013. Mr. Posedel served as Chief Executive Officer of the Company since the Company’s inception in 1977 until January 2012. From the Company’s inception through May 2000, Mr. Posedel also served as President of the Company. Prior to founding the Company, Mr. Posedel held various project engineering and engineering managerial positions at Lockheed Martin Corporation, a publicly traded aerospace and defense company, Ampex Data Systems Corporation, a digital storage manufacturer, and Cohu, Inc., a publicly traded semiconductor equipment and services company. Mr. Posedel received a B.S. in Electrical Engineering from the University of California, Berkeley, an M.S. in Electrical Engineering from San Jose State University and an M.B.A. from Golden Gate University. |
ELECTION OF DIRECTORS
Mr. Posedel brings to the Board senior leadership experience, industry and technical expertise, and a deep knowledge of the Company’s operations, strategy and vision.
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
| | GAYN ERICKSON has served as President, Chief Executive Officer and a member of the Board since January 2012. Prior to joining the Company, from February 2006 until October 2011, Mr. Erickson served as corporate officer, Senior Vice President and General Manager of the memory test business of Verigy Ltd, a publicly traded semiconductor test equipment company. Prior to that, he was Vice President of Marketing and Sales for Semiconductor Memory Test products at Agilent Technologies, Inc., a publicly traded global test and measurement company. He has over 35 years of executive and general management, operations, marketing, sales and R&D program management experience, dating back to the late 1980s when he began his career in the semiconductor test industry with the Automated Test Group of Hewlett Packard Company, a publicly traded global technology company. Mr. Erickson received a B.S. in Electrical Engineering from Arizona State University. | | Mr. Erickson brings to the Board senior leadership experience, semiconductor test industry and technical expertise, and strategic business development experience. | | | | FARIBA DANESH has been a director of the Company since May 2021. She currently serves as Chief Operating Officer at PsiQuantum Corp., a pioneering quantum computing startup based in Palo Alto, California. The company leverages silicon photonics and existing semiconductor manufacturing processes to develop the world’s first practical quantum computer. Ms. Danesh has also served as an independent board member and a member of the audit committee of Credo Technology Group Holding Ltd., a publicly traded provider of high-performance, low-power connectivity solutions, since March 2025. Prior to joining PsiQuantum in January 2021, Ms. Danesh led Glo AB, a venture-funded photonics and compound semiconductor company, as CEO for nine years. At Glo AB, she spearheaded the design and development of high-brightness semiconductor micro LEDs for consumer electronic display applications. Before this role, she was Senior Vice President and General Manager of the Fiber Optics Products Division at Avago Technologies Limited (now Broadcom Inc.), a publicly traded global technology company, where she oversaw a $400 million annual revenue photonics business with full P&L responsibility. Ms. Danesh received a B.S. in Biochemistry from Santa Clara University. | | Ms. Danesh is a seasoned leader in the technology industry, bringing over 30 years of executive experience across enterprise and consumer hardware markets. Her expertise spans semiconductors, photonics, data communications, and data storage. | | | | LAURA OLIPHANT has been a director of the Company since July 2019. From 2016 to 2018, she was the Chief Executive Officer of Translarity, Inc., a venture funded probe card company. From 2001 to 2016, she served as an Investment Director at Intel Capital, the venture capital organization of Intel Corporation, a publicly traded global semiconductor company, where she made and managed investments in the semiconductor capital equipment and materials area and received Intel’s highest award for the strategic impact of her contributions. Prior to 2001, Laura was a Process Engineer and a Supply Chain Manager in Intel’s Technology and Manufacturing Group, where she was responsible for several major selections of semiconductor capital equipment for Intel’s factories. Dr. Oliphant is National Association of Corporate Directors (NACD), Directorship Certified® and was named to the 2022 NACD Directorship 100 for her strategic impact in the boardroom. She currently serves as a supervisory board member of BE Semiconductor Industries N.V., a publicly traded European supplier of advanced packaging semiconductor process equipment, and as an independent board member of USA Triathlon, which is the National Governing Body for triathlon and associated sports in the United States. She received a B.E. in Chemical Engineering from Manhattan University in Riverdale, New York, and Ph.D. in Chemical Engineering from the University of California, Berkeley. |
ELECTION OF DIRECTORS
As a supplier manager and an Investment Director of the venture capital arm of one of the world’s largest semiconductor companies, Dr. Oliphant brings to the Board a broad range of experience in the semiconductor equipment space and a strong background in business development and investment activities.
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
| | GEOFFREY G. SCOTT has been a director of the Company since September 2020. Since his retirement from Scott Asset Management in 2017, Mr. Scott has been a private investor. From 1995 to 2017, he was President of Scott Asset Management, an investment group focused on industry leading small cap companies. From 1991 to 1995, he served as Vice President of Merrill Lynch & Co., Inc. (later acquired by Bank of America Corporation), a publicly traded global financial services company, in the Capital Markets Group. From 1973 to 1990, he was employed by The Chase Manhattan Corporation (now known as JP Morgan Chase & Co.), a publicly traded global financial services company, in the Corporate Banking Group. He received a B.A. from Dartmouth College. | | With past board experience with emerging, fast growth companies, Mr. Scott brings to the Board extensive experience both in corporate finance and as a long-term investor. | | | | HOWARD T. SLAYEN has been a director of the Company since 2008. Since June 2001, Mr. Slayen has been providing independent financial consulting services to various organizations and clients. From October 1999 to May 2001, Mr. Slayen served as Executive Vice President and Chief Financial Officer of Quaartz Inc., a web-hosted communications company. From 1971 to September 1999, Mr. Slayen held various positions with PricewaterhouseCoopers LLP (and its predecessor, Coopers & Lybrand LLP), a global professional services firm providing audit, tax and consulting services, including his last position as a Corporate Finance Partner. Mr. Slayen currently serves as a director or committee member for several non-profit organizations. Mr. Slayen received a B.A. from Claremont McKenna College and a J.D. from the University of California, Berkeley School of Law. |
ELECTION OF DIRECTORS
As the former Vice President and Chief Financial Officer of a high-tech company, former Corporate Finance Partner for a large international accounting firm, and former chair of the audit committee of two other public technology companies, Mr. Slayen brings to the Board senior leadership experience, expertise in accounting and financial reporting, financing and investing activities, and internal controls and compliance. Mr. Slayen also brings to the Board a strong background in advising high-tech companies through his prior public company board experience.
Director Compensation
Director Compensation Gayn Erickson, an inside director of the Company who served as the Company’s President and Chief Executive Officer during fiscal year 2026, did not receive any compensation for his services as a member of the Board. An inside director is a director who is a regular employee of the Company, whereas an outside director is not an employee of the Company, and only our outside directors received compensation for their services as a director in fiscal year 2026. Upon re-election to the Board, the Company’s Chairman will receive an annual cash retainer of $85,000 and an annual grant of RSUs totaling $160,000 vesting over one year from the date of grant. The Audit Committee Chair and the Compensation Committee Chair will each receive an annual cash retainer of $72,500 and an annual grant of RSUs totaling $140,000 vesting over one year from the date of grant. The Corporate Governance and Nominating Committee Chair will receive an annual cash retainer of $67,500 and an annual grant of RSUs totaling $140,000 vesting over one year from the date of grant. The other directors of the Board will each receive an annual cash retainer of $65,000 and an annual grant of RSUs totaling $140,000 vesting over one year from the date of grant. The number of RSUs will be calculated based upon the Company’s stock price at each grant date. Each award of RSUs vests as to 1/4th of the total number of RSUs on each quarterly anniversary of the grant date, subject to continued service. All directors are required to maintain ownership of the Company’s stock equivalent to at least one year of their cash compensation. Additionally, Rhea Posedel is eligible to participate in certain of the Company’s health and welfare benefit plans. Pursuant to the foregoing compensation arrangements, in July 2025, Rhea Posedel was granted an award of 10,575 RSUs, and each other outside director was granted an award of 9,253 RSUs. The following table sets forth the compensation paid by the Company during the fiscal year ended May 29, 2026 to the Company’s outside directors:
Director Compensation
| Director Compensation | | | | | | | | | | Fees Earned | Option | Stock | All Other | Total | | | | or Paid in | Awards | Awards | Compensation | Compensation | | Name | Fiscal Year | Cash ($) | ($) (1) | ($) (2) | ($) | ($) | | Fariba Danesh | 2026 | 65,000 | | 140,000 | - | 205,000 | | Laura Oliphant | 2026 | 72,500 | | 140,000 | - | 212,500 | | Rhea J. Posedel | 2026 | 85,000 | | 160,000 | 25,471(3) | 270,471 | | Geoffrey G. Scott | 2026 | 67,500 | | 140,000 | - | 207,500 | | Howard T. Slayen | 2026 | 72,500 | | 140,000 | - | 212,500 |
Director Compensation
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Director Compensation
| (1) At the end of fiscal year 2026, the aggregate number of option awards outstanding for each director was as follows: 53,956 held by Rhea Posedel and 25,000 held by Geoffrey Scott. | | (2) The amounts reported represent the aggregate grant date fair value of RSU awards granted in the fiscal year, as determined pursuant to ASC 718. The assumptions used to calculate the value of awards are set forth in Note 11 of the Notes to the Consolidated Financial Statements included in Aehr's Annual Report on Form 10-K for fiscal 2026 filed with the SEC on July 27, 2026. At the end of fiscal year 2026, Fariba Danesh, Laura Oliphant, Geoffrey Scott and Howard Slayen each held 6,941 RSUs, and Rhea Posedel held 7,933 RSUs. | | (3) Reflects health and life insurance premiums and medical costs paid by the Company. |
Director Compensation
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Compensation of Named Executive Officers
| | Summary Compensation Table | | | | | | | | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Gayn Erickson | 2026 | 474,000 | | 2,655,012 | 40,000 | 57,086(4) | 3,226,098 | | President and Chief Executive Officer | 2025 | 473,654 | - | 2,655,001 | 245,677 | 51,872 | 3,426,204 | | Chris P. Siu | 2026 | 349,500 | | 879,991 | 36,250 | 58,355(5) | 1,324,096 | | Executive Vice President of Finance, Chief Financial Officer | 2025 | 349,240 | - | 880,002 | 105,000 | 55,531 | 1,389,773 | | Alberto Salamone | 2026 | 240,000 | | 349,987 | 438,557 | 25,956(6) | 1,054,500 | | Executive Vice President of Packaged Level Burn-In Business | | | | | | | |
Outstanding Equity Awards at Fiscal 2026 Year-End
Outstanding Equity Awards at Fiscal 2026 Year-End The following table presents certain information concerning the outstanding equity awards held as of May 29, 2026 by each named executive officer.
Outstanding Equity Awards at Fiscal 2026 Year-End
| Outstanding Equity Awards at Fiscal 2026 Year-End | | | | | | | | | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested ($) (1) | | Name | Date of Grant | | | | | | Gayn Erickson | 7/14/2022 | 5,147(2) | 475,223 | | | | | 7/14/2022 | 2,579(3) | 238,119 | | | | | 10/27/2023 | 9,465(2) | 873,903 | | | | | 10/27/2023 | 10,075(5) | 930,225 | | | | | 7/11/2024 | 35,961(2) | 3,320,279 | | | | | 7/11/2024 | 7,610(4) | 702,631 | | | | | 7/11/2024 | 25,811(5) | 2,383,130 | | | | | 7/2/2025 | 51,876(2) | 4,789,711 | | | | | 7/2/2025 | | | 77,859(6) | 7,188,721 | | Chris P. Siu | 9/1/2023 | 4,866(2) | 449,278 | | | | | 10/27/2023 | 1,731(5) | 159,823 | | | | | 7/11/2024 | 17,459(2) | 1,611,989 | | | | | 7/11/2024 | 3,142(4) | 290,101 | | | | | 7/11/2024 | 4,434(5) | 409,391 | | | | | 7/2/2025 | 25,186(2) | 2,325,423 | | | | | 7/2/2025 | | | 13,218(6) | 1,220,418 | | Alberto Salamone | 8/1/2024 | 5,098(2) | 470,698 | | | | | 8/1/2024 | 10,196(4) | 941,397 | | | | | 8/1/2024 | 4,048(5) | 373,752 | | | | | 7/2/2025 | 5,370(2) | 495,812 | | | | | 7/2/2025 | | | 13,218(6) | 1,220,418 |
Outstanding Equity Awards at Fiscal 2026 Year-End
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Outstanding Equity Awards at Fiscal 2026 Year-End
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Outstanding Equity Awards at Fiscal 2026 Year-End
| (1) Market value was based on the closing price of the Company’s Common Stock on May 29, 2026 of $92.33. | | (2) RSU awards vest as to 1/16th of the total number of RSUs every three months after the date of grant, with full vesting occurring on the fourth anniversary of the date of grant, subject to continued service through the applicable vesting date. | | (3) Performance-based RSU awards vested as to 25% of the total number of RSUs based upon the Company’s achievement of certain financial goals by the end of May 31, 2023, and vest as to an additional 1/16th of the total number of RSUs every three months thereafter, over the next three years, subject to continued service through the applicable vesting date. | | (4) Performance-based RSUs have target achievement goals whereby the grantee can earn up to 200% of the original award if the maximum target goals are met. These awards vest as to 25% of the total number of RSUs based upon the Company’s achievement of certain financial goals by the end of May 30, 2025, and vest as to an additional 1/16th of the total number of RSUs every three months thereafter, over the next three years, subject to continued service through each vesting date. Based upon Company's actual performance against fiscal 2025 milestones, the performance component of these awards were earned at the 200% maximum. | | (5) Performance-based RSU award will vest as to 100% of the RSUs upon the achievement of a performance condition related to the Company’s cumulative revenue target for certain markets from the grant date to May 29, 2026, subject to continued service through the achievement date. As of May 29, 2026, the performance condition was satisfied, but the award did not vest until the Compensation Committee approved the performance achievement level in early fiscal 2027. | | (6) Performance-based RSU awards will vest as to 50% of the RSUs upon the achievement of a performance condition related to the Company’s cumulative revenue target for certain markets from the grant date to June 25, 2027, subject to continued service through the achievement date, and the remaining 50% will vest on the one year anniversary of the achievement date, subject to continued service. As of May 29, 2026, the performance condition was not yet satisfied. |
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and the Company’s performance for the fiscal years listed below. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For additional information about our pay for performance compensation philosophy and how the Company seeks to align executive compensation with the Company’s performance, refer to the section above titled “Executive Compensation.” The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our other (non-PEO) NEOs along with total shareholder return, and net income (loss) performance results for our fiscal years 2026, 2025, and 2024.
Pay Versus Performance
| Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3)(4) | Average Summary Compensation Table Total for non-PEO NEOs(2) | Average Compensation Actually Paid to non-PEO NEOs (3)(5) | Value of Initial Fixed $100 Investment based on TSR (6) | Net Income (Loss) (Thousands) (7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2026 | $3,226,098 | $22,404,627 | $1,189,298 | $5,655,602 | $280 | $(7,126) | | 2025 | $3,426,204 | $2,255,093 | $1,191,009 | $869,035 | $29 | $(3,910) | | 2024 | $1,384,437 | $(927,657) | $958,215 | $424,516 | $35 | $33,156 |
Pay Versus Performance
| (1) NEOs included in the above compensation columns reflect the following: |
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2026 | Mr. Erickson | Messrs. Siu and Salamone | | 2025 | Mr. Erickson | Messrs. Siu and Engineer | | 2024 | Mr. Erickson | Messrs. Siu and Rogers |
Pay Versus Performance
| (2) Amounts reported in column (b) represent the total compensation as reported in the Summary Compensation Table for the applicable year in the case of our PEO (for each year where he served as principal executive officer) and in column (d) represent the average of the total compensation as reported in the Summary Compensation Table for the Company’s other NEOs for the applicable year. | | (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay Versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” amounts in columns (c) and (e) are calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of the last day of the applicable fiscal year or, if earlier, the vesting date (rather than the grant date). The fair values of RSUs and stock options are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for fiscal 2026 filed with the SEC on July 27, 2026. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates and updated performance metric projections (for performance-based RSUs). |
Pay Versus Performance
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Pay Versus Performance
| (4) Compensation Actually Paid to our PEO reflects the following adjustments from “Total” compensation reported in the Summary Compensation Table: |
Pay Versus Performance
| | 2026 | 2025 | 2024 | | Total Reported in Summary Compensation Table (SCT) | $3,226,098 | $3,426,204 | $1,384,437 | | Less, value of Stock Awards and Options Awards reported in SCT | $(2,655,012) | $(2,655,001) | $(751,870) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $11,978,433 | $1,368,360 | $604,448 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | $8,001,488 | $(173,561) | $(1,949,193) | | Plus, FMV of Awards Granted in the applicable year and that Vested in the applicable year | $393,955 | $161,922 | $44,625 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested in the applicable year | $1,459,665 | $127,169 | $(260,104) | | Less, Prior Year Fair Value of Prior Year awards that Failed to vest in the applicable year | $- | $- | $- | | Total Adjustments | $19,178,529 | $(1,171,111) | $(2,312,094) | | Actual Compensation Paid | $22,404,627 | $2,255,093 | $(927,657) |
Pay Versus Performance
| (5) The average Compensation Actually Paid to our non-PEO NEOs reflects the following adjustments from “Total” compensation reported in the Summary Compensation Table: |
Pay Versus Performance
| | 2026 | 2025 | 2024 | | Total Reported in Summary Compensation Table (SCT) | $1,189,298 | $1,191,009 | $958,215 | | Less, value of Stock Awards and Options Awards reported in SCT | $(614,989) | $(712,997) | $(494,418) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $2,631,036 | $350,757 | $163,505 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | $2,110,069 | $(22,703) | $(222,069) | | Plus, FMV of Awards Granted in the applicable year and that Vested in the applicable year | $116,019 | $61,099 | $50,924 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested in the applicable year | $224,169 | $1,870 | $(31,641) | | Less, Prior Year Fair Value of Prior Year awards that Failed to vest in the applicable year | $- | $- | $- | | Total Adjustments | $4,466,304 | $(321,974) | $(533,699) | | Actual Compensation Paid | $5,655,602 | $869,035 | $424,516 |
Pay Versus Performance
| (6) Reflects a fixed investment of $100 in the Company on May 31, 2023 with the value measured at the end of the listed fiscal year. Historical stock performance is not necessarily indicative of future stock performance. | | (7) The amounts reported represent net income as reflected in the Company’s audited financial statements for the applicable fiscal year. |
Pay Versus Performance
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Net Income. The following charts set forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s (i) cumulative TSR and (ii) net income over the three most recently completed fiscal years. TSR amounts reported in the first chart assume an initial fixed investment of $100.
Pay Versus Performance
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Pay Versus Performance
The information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Pay Versus Performance
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