cohu20230321_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

COHU, INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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March 28, 2023

Dear Cohu Stockholders,

We cordially invite you to attend the Cohu, Inc. 2023 Annual Meeting of Stockholders (the “Meeting”). The Meeting will be held on Wednesday, May 10, 2023, at 1:00 p.m. Pacific Time. The Meeting will be a completely ‘‘virtual meeting’’ of stockholders. You will be able to attend the Meeting as well as vote and submit your questions during the live webcast of the Meeting by visiting www.virtualshareholdermeeting.com/COHU2023 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

At this year’s annual meeting, stockholders will be asked to elect the two (2) Class 1 nominees named in the attached proxy statement as directors each for a three-year term; to cast an advisory vote to approve our named executive officer compensation, or “Say-on-Pay”; to cast an advisory vote on the frequency of holding an advisory vote on named executive officer compensation; to approve amendments to the Cohu, Inc. 2005 Equity Incentive Plan (the “2005 Plan”); to approve amendments to the Cohu, Inc. 1997 Employee Stock Purchase Plan (the “1997 ESPP”); and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023. The Board of Directors unanimously recommends that you vote in favor of each director nominee, for every "1 year" on the frequency of holding an advisory vote on named executive officer compensation, and for each other proposal.

Please refer to the proxy statement for detailed information about the annual meeting, each director nominee, and each of the proposals, as well as voting instructions. Your vote is important, and we strongly urge you to cast your vote as soon as possible by the internet, telephone, or mail, even if you plan to attend the Meeting.

Sincerely yours,

Thomas D. Kampfer

Secretary

Notice of 2023 Annual Meeting of Stockholders

12367 Crosthwaite Circle, Poway, CA 92064 | Telephone: +1-858-848-8000

Category	Details	#	Proposal	Our Board’s Recommendation
Date and Time	Wednesday, May 10, 2023, 1:00 p.m. Pacific Time	1	Election of two (2) Class 1 directors, for a term of three years each	√ FOR each Director Nominee
Place	Meeting will be held virtually	2	Advisory vote to approve our Named Executive Officer compensation, or “Say-on-Pay”	√ FOR
Record Date	Only stockholders of record at the close of business on March 16, 2023, the “Record Date,” are entitled to notice of, and to vote at, the annual meeting	3	Advisory vote on the frequency of holding an advisory vote on Named Executive Officer compensation	√ FOR every “1 Year”
Proxy and Annual Report Materials IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2023		4	To approve amendments to the Cohu Inc. 2005 Equity Incentive Plan	√ FOR
		5	To approve amendments to the Cohu, Inc. 1997 Employee Stock Purchase Plan	√ FOR
		6	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023	√ FOR
Our notice of 2023 Annual Meeting of Stockholders, proxy statement, and annual report to stockholders are available at http://materials.proxyvote.com/192576 and on Cohu’s website at www.cohu.com.			Transaction of other business as may properly come before the annual meeting (including any adjournment or postponement thereof)

Elect Electronic Delivery Save Time, Money & Trees As part of our efforts to be an environmentally responsible corporate citizen, we encourage Cohu stockholders to voluntarily elect to receive future proxy and annual report materials electronically. • If you are a registered stockholder, please visit www.proxyvote.com for instructions. • If you are a stockholder who owns stock through a broker or brokerage account, please opt for e‑delivery at www.proxyvote.com or by contacting your nominee.		Voting Please vote as soon as possible, even if you plan to attend the annual meeting, on all of the voting matters. You have three options for submitting your vote before the annual meeting: The proxy statement and the accompanying proxy card provide detailed voting instructions. IT IS IMPORTANT THAT YOU VOTE to play a part in the future of the Company. Please carefully review the proxy materials for the 2023 Annual Meeting of Stockholders. By Order of the Board of Directors, Thomas D. Kampfer Secretary



Date of Distribution This notice, the notice of internet availability of proxy materials, proxy statement and proxy card are first being made available and/or mailed to our stockholders on or about March 28, 2023.

Proxy Statement for 2023 Annual Meeting of Stockholders

TABLE OF CONTENTS

Proxy Statement Summary	Page 1
About Cohu
Fiscal Year 2022 Financial Highlights
Proposals and Voting Recommendations
Summary Information Regarding our Directors
Director Key Requirements, Skills and Experience Highlights
Director Demographic Highlights
Corporate Governance Highlights
Executive Compensation Highlights
Sustainability Highlights
Stock Ownership	Page 12
Security Ownership of Certain Beneficial Owners and Management
Delinquent Section 16(a) Reports
Governance Matters	Page 13
Corporate Governance
Board of Directors and Committees
Director Independence
Board Structure and Committee Composition
Audit Committee
Compensation Committee
Nominating and Governance Committee
Board Leadership Structure
Risk Oversight
Stockholder Nominees
Director Qualifications
Identifying and Evaluating Nominees for Directors
Executive Sessions
Communications with the Board
Compensation of Directors
Compensation Matters	Page 21
Executive Compensation and Other Information
Compensation Discussion and Analysis
Executive Summary
Compensation Philosophy
Compensation-Setting Process
Compensation Elements
Post-Employment Compensation
Other Compensation Policies
Tax and Accounting Considerations
Compensation Committee Report
Executive Compensation Tables
CEO Pay Ratio
Equity Compensation Awards and Plan Information
Potential Payments Upon Termination or Change in Control
Audit Matters	Page 50
Audit Committee Report
Audit Fees and Services
Certain Relationships and Related Party Transactions
Voting Proposals	Page 55
Proposal No. 1: Election of Directors
Proposal No. 2: Advisory vote to approve Named Executive Compensation
Proposal No. 3: Advisory vote on the frequency of holding an advisory vote on Named Executive Officer compensation
Proposal No. 4: To approve amendments to Cohu’s 2005 Equity Incentive Plan
Proposal No. 5: To approve amendments to Cohu’s 1997 Employee Stock Purchase Plan
Proposal No. 6: Ratification of Independent Registered Public Accounting Firm
Voting and Meeting Information	Page 77
General Information
Appendices	Page 81

Proxy Statement Summary

To assist you in reviewing the proposals to be acted upon at the annual meeting, we call your attention to the following summarized information about Cohu, the proposals and voting recommendations, our directors, highlights of the directors’ key qualifications, skills and experiences, board composition, corporate governance, executive compensation, and corporate sustainability matters. For more information about these topics, please review the complete proxy statement before voting. We also encourage you to read our latest annual report on Form 10-K, which is available at www.cohu.com and our latest corporate sustainability report, which is available at https://www.cohu.com/company-corporate-sustainability. The content of any website or report referred to in this proxy statement is not a part of nor incorporated by reference in this proxy statement unless expressly noted.

We use the terms “Cohu,” the “Company,” “we,” “our,” and “us” in this proxy statement to refer to Cohu, Inc., a Delaware corporation. We also use the term “Board” to refer to the Company’s Board of Directors.

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statements that are not statements of historical fact, including statements regarding our sustainability plans and goals. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the expectations expressed, including the risks and uncertainties described in our filings with the U.S. Securities and Exchange Commission (“SEC”), and specifically the Risk Factors described in our annual report on Form 10-K and our other filings with the SEC. You should not place undue reliance on forward-looking statements. We undertake no obligation to update any forward-looking statements.

About Cohu

Cohu is a leading supplier of semiconductor test automation and inspection equipment, micro-electromechanical system (MEMS) test modules, test contactors, thermal sub-systems and semiconductor automated test equipment used by global semiconductor manufacturers and their test subcontractors. Our differentiated and broad product portfolio enables optimized yield and productivity, accelerating customers’ manufacturing time-to-market.

Test Automation

Inspection &

Metrology

Semiconductor

Testers

Interface Solutions

Data Analytics

Cohu at a Glance

1947

Founded

Poway, CA

Headquarters

3,000+

Employees

(Worldwide)

24,100+

Equipment

Installed Base

Global Technology and Market Leader in $4.4 billion ⁽¹⁾ Semiconductor Markets

Cohu, Inc. Headquarters, Poway, CA

(1) Estimated Cohu Serviceable Addressable Market (SAM), based on company estimates.

Fiscal Year 2022 Financial Highlights

Sales of $812.8 million despite weakening market conditions in the second half of the year

Achieved gross margin improvement of 360 basis points over 2021 to 47.2%

$812.8M

Revenue

$1.98

GAAP

Earnings per

Diluted Share

(EPS)

47.2%

GAAP

Gross Margin

18%

5-year sales growth

CAGR

$2.91

Non-GAAP

EPS

47.2%

Non-GAAP

Gross Margin

See Appendix A for GAAP to non-GAAP reconciliations

Proposals and Voting Recommendations

Voting Matters		Board Vote Recommendation
Proposal No. 1: Election of Two Class 1 Directors		√ FOR each Nominee
Proposal No. 2: Advisory vote to approve our Named Executive Officer Compensation, or “Say-on-Pay”		√ FOR
Proposal No. 3: Advisory vote on the frequency of holding an advisory vote on Named Executive Officer compensation		√ FOR every “1 Year”
Proposal No. 4: To approve amendments to the Cohu, Inc. 2005 Equity Incentive Plan		√ FOR
Proposal No. 5: To approve amendments to the Cohu, Inc. 1997 Employee Stock Purchase Plan		√ FOR
Proposal No. 6: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2023		√ FOR
Transaction of other business as may properly come before the annual meeting (including any adjournment or postponement thereof)

Summary Information Regarding Our Directors

You are being asked to vote on the election of two (2) Class 1 director nominees. The following table provides summary information about each nominee as well as the remaining directors that are not standing for election at the 2023 annual meeting.

More detailed biographical information is contained in the “Proposal No. 1: Election of Directors” section below.

Name	Age	Since	Independent ⁽¹⁾	Class and When Term Expires	AC	CC	NGC	Other Current Public Boards
William E. Bendush	74	2011	Yes	1 -- 2023	C+		M
Nina L. Richardson	64	2019	Yes	1 -- 2023		M		Resideo Technologies, Inc., Silicon Laboratories Inc.
Other Directors Not Standing for Election in 2023
Steven J. Bilodeau	64	2009	Yes	3 -- 2025		C	M
Andrew M. Caggia	74	2014	Yes	2 -- 2024	M+		C
James A. Donahue	74	1999	No	3 -- 2025
Yon Y. Jorden	68	2021	Yes	2 -- 2024	M+			Alignment Healthcare, Inc., Capstone Green Energy Corp.
Andreas W. Mattes	61	2022	Yes	3 -- 2025		M
Luis A. Müller	53	2014	No	2 -- 2024				Celestica Inc.

(1)	Independence is determined annually by the board of directors in accordance with the company’s corporate governance guidelines and Nasdaq rules.

AC - Audit Committee	C - Chair
CC - Compensation Committee	M - Member
NGC - Nominating and Governance Committee	+ - Also qualifies as an audit committee financial expert (as determined based on SEC rules)

Director Key Requirements, Skills and Experience Highlights

The following matrix provides information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business.

SEC Form DEF 14A filed by Cohu Inc.