cohu20240417_def14a.htm

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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):

☑	No fee required.

☐	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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April 22, 2024

Dear Cohu Stockholders,

We cordially invite you to attend the Cohu, Inc. 2024 Annual Meeting of Stockholders (the “Meeting” or “annual meeting”). The Meeting will be held on Wednesday, June 5, 2024, 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/COHU2024 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 Meeting, stockholders will be asked to elect the three (3) Class 2 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;” approve an amendment to our Amended and Restated Certificate of Incorporation; and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024. The Board of Directors unanimously recommends that you vote in favor of each director nominee, and for each of the other proposals.

Please refer to the proxy statement for detailed information about the 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

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Notice of 2024 Annual Meeting of Stockholders

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

Category	Details
Date and Time	Wednesday, June 5, 2024, 1:00 p.m. Pacific Time
Place	Meeting will be held virtually
Record Date	Only stockholders of record at the close of business on April 12, 2024, the “Record Date,” are entitled to notice of, and to vote at, the annual meeting

Proxy and Annual Report Materials

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 5, 2024

Our notice of 2024 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.

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.

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 April 22, 2024.

	Proposal	Our Board’s Recommendation
1	Election of three (3) Class 2 directors, for a term of three years each	√ FOR each Director Nominee
2	Advisory vote to approve our Named Executive Officer compensation, or “Say-on-Pay”	√ FOR
3	Approve an amendment to our Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of Officers	√ FOR
4	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024	√ FOR
	Transaction of other business as may properly come before the annual meeting (including any adjournment or postponement thereof)

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:

By internet

By phone

By mail

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 2024 Annual Meeting of Stockholders.

By Order of the Board of Directors,

Thomas D. Kampfer

Secretary

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Proxy Statement for 2024 Annual Meeting of Stockholders

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Proxy Statement Summary	Page 1
About Cohu
Fiscal Year 2023 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 13
Security Ownership of Certain Beneficial Owners and Management
Delinquent Section 16(a) Reports
Governance Matters	Page 14
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 22
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
Pay Versus Performance
CEO Pay Ratio
Equity Compensation Awards and Plan Information
Potential Payments Upon Termination or Change in Control
Audit Matters	Page 51
Audit Committee Report
Audit Fees and Services
Certain Relationships and Related Party Transactions
Voting Proposals	Page 56
Proposal No. 1: Election of Directors
Proposal No. 2: Advisory vote to approve Named Executive Officer Compensation
Proposal No. 3: Approve an amendment to our Amended and Restated Certificate of Incorporation to reflect new Delaware
law provisions regarding exculpation of Officers
Proposal No. 4: Ratification of Independent Registered Public Accounting Firm
Voting and Meeting Information	Page 66
General Information
Appendices	Page 70

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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

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Cohu at a Glance

1947

Founded

Poway, CA

Headquarters

3,000+

Employees

(Worldwide)

24,700+

Equipment

Installed Base

14%

R&D % of Sales ⁽¹⁾

Global Technology and Market Leader in $3.2 billion ⁽²⁾

Semiconductor Equipment Markets

Cohu, Inc. Headquarters, Poway, California

(1) For fiscal year 2023.

(2) Estimated Cohu Serviceable Addressable Market (SAM), based on 2023 company estimates.

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Fiscal Year 2023 Financial Highlights

Sales of $636.3 million despite challenging market conditions in the second half of the year

Achieved gross margin improvement of 40 basis points over 2022 to 47.6%

$636.3M

Revenue

$335.7M

Cash & Investments ⁽¹⁾

$0.59

GAAP

Earnings per

Diluted Share

(EPS)

47.6%

GAAP

Gross Margin

5-year sales growth

CAGR

$1.62

Non-GAAP

EPS ⁽²⁾

47.9%

Non-GAAP

Gross Margin ⁽²⁾

(1) As of December 30, 2023

(2) See Appendix A for GAAP to non-GAAP reconciliations

Proposals and Voting Recommendations

Voting Matters	Board Vote Recommendation
Proposal No. 1: Election of Three Class 2 Directors	√ FOR each Nominee
Proposal No. 2: Advisory vote to approve our Named Executive Officer Compensation, or “Say-on-Pay”	√ FOR
Proposal No. 3: Approve an amendment to our Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of Officers	√ FOR
Proposal No. 4: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2024	√ FOR
Transaction of other business as may properly come before the annual meeting (including any adjournment or postponement thereof)

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Summary Information Regarding Our Directors

You are being asked to vote on the election of three (3) Class 2 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 2024 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
Andrew M. Caggia	75	2014	Yes	2 -- 2024	M+		C
Yon Y. Jorden	69	2021	Yes	2 -- 2024	M+		M	Alignment Healthcare, Inc., Capstone Green Energy Corp.
Luis A. Müller	54	2014	No	2 -- 2024				Celestica Inc.
Other Directors Not Standing for Election in 2024
William E. Bendush	75	2011	Yes	1 -- 2026	C+		M
Steven J. Bilodeau	65	2009	Yes	3 -- 2025		C	M
James A. Donahue	75	1999	No	3 -- 2025
Andreas W. Mattes	62	2022	Yes	3 -- 2025		M		ams-OSRAM AG
Nina L. Richardson	65	2019	Yes	1 -- 2026		M		Resideo Technologies, Inc., Silicon Laboratories 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.

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The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board.

Key Qualifications, Skills and Experiences of our Directors	Bendush	Bilodeau	Caggia	Donahue	Jorden	Mattes	Müller	Richardson
Industry Knowledge – Knowledge of and experience with our semiconductor equipment and broader semiconductor markets	√	√	√	√	√	√	√	√
Public Company Board Experience – Experience as current or former member of other public company boards in technology industries; experience with board governance requirements and practices	√	√	√	√	√	√	√	√
Leadership Experience – Experience as a current or former chief executive officer (“CEO”), president, chief financial officer (“CFO”), chief operating officer and/or general manager of a significant business	√	√	√	√	√	√	√	√
Customer/Deep Technology Knowledge – Deep knowledge and understanding of semiconductor equipment technologies, including an understanding of our customers’ markets and needs		√		√			√
Global Business Experience – Experience as a current or former business executive of a business with significant global operations and customer base	√	√	√	√	√	√	√	√
Finance and Accounting – Experience as current or former public company executive directly responsible for accounting operations and financial reporting with a level of complexity comparable to the company	√		√	√	√
Operations – Experience as a current or former senior executive in operational roles, with complex global operations and supply chain		√		√		√	√	√
Human Capital Management Experience – Experience serving as a member of the compensation committee of a public company, head of human resources, or as direct manager of the head of human resources, or other experience in setting HCM policies in large organizations, including recruiting, retention, compensation, organizational planning and leadership development	√	√		√	√	√	√	√
Mergers and Acquisitions (“M&A”) Experience – M&A and integration experience (including buy- and sell-side) as a public company officer	√	√	√	√	√	√	√
Risk Management Experience – Experience serving as a member of the audit committee of a public company, or directly overseeing enterprise risk management or business continuity planning in a large organization, or other experience in managing risk at the enterprise level or in a senior compliance or regulatory role	√	√	√	√	√	√	√	√

Additional Qualifications and Information
Tenure on Cohu Board (years) ⁽¹⁾	13	15	10	25	3	2	10	5
Other Current Public Company Boards ⁽²⁾					2	1	1	2

(1)	Measured as of 2024 annual meeting.

(2)	As of April 22, 2024.

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Director Demographic Highlights

Cohu values diversity, equity, inclusion and is committed to full compliance with

applicable laws and regulations governing employment.

We endeavor to create a culture where everyone feels

welcomed, valued and respected.

Our Board values ethnic, cultural, gender, economic, professional and educational diversity in evaluating new Board candidates and seeks to incorporate a wide range of these attributes within Cohu’s Board. The following matrix provides self-disclosed gender and ethnic/racial diversity information regarding our Board.

Cohu Board Diversity Matrix (as of April 22, 2024)

Board Size: 8

Total Number of Directors	8
Gender	Male	Female	Non-Binary	Gender Undisclosed
Number of directors based on gender identity	6	2	-	-
Number of directors who identify in any of the categories below
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	1	-	-
Hispanic or Latinx	1	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	5	1	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Demographic Background Undisclosed	-

Board Diversity

2 of 8

Directors are female,

Or 25%

2 of 8

Directors are ethnically/racially diverse

Or 25%

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Corporate Governance Highlights

Board and Other Governance Information	As of April 22, 2024
Size of Board	8
Number of Independent Directors	6
Number of Directors Who Attended ≥ 75% of Meetings	8
Limitations on Other Public Board and Committee Memberships	Yes
Hedging and Pledging Prohibited	Yes
Voting Standard of Election of Directors	Majority
Plurality Voting Carveout for Contested Elections	Yes
Separate Chair and CEO	Yes
Lead Independent Director	Yes
Independent Directors Meet Without Management Present	Yes
Annual Board and Committee Self-Evaluations	Yes
Annual Independent Director Evaluation of CEO	Yes
Risk Oversight by Full Board and Committees	Yes
Commitment to Board Diversity	Yes
Significant Board Engagement - 27 Board and Committee meetings held in 2023	Yes
Code of Ethics Applicable to Directors	Yes
Stockholder Engagement Program - Conducted 242 investor and prospective investor meetings in 2023	Yes
Poison Pill	No
Board Oversight of Sustainability	Yes
Publication of Annual Sustainability Report on Our Website	Yes
Board Oversight of Cybersecurity Risks	Yes

Shareholder Outreach

The company regularly engages with its shareholders primarily covering topics such as financial performance, strategy, and market assessment. Our shareholder engagements take place in a combination of forms, including investor conferences, dedicated in-person or virtual meetings and phone calls. Cohu management routinely reports to the Board and specific Board committees on the substance and nature of its shareholder discussions.

Increasingly, topics such as compensation matters, human capital management, corporate governance and other Environmental, Social and Governance (“ESG”) matters are addressed during shareholder engagements. Expanding female Board diversity was a consistent topic during these meetings and there are on-going efforts by the Nominating and Governance Committee to consider the appropriate mix of skills, competencies, and diversity on the Board.

In 2023, 242 meetings were held with shareholders and prospective shareholders, including 12 of the company’s top 25 largest shareholders.

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Executive Compensation Highlights

What We Do

Pay for Performance - Our executive compensation program is designed to pay for performance with 100% of the annual Short-Term Incentive (“STI”) program tied to company financial, strategic and operational performance metrics, and 60% of the Long-Term Incentive (“LTI”) program tied to relative total stockholder return (“TSR”) performance.

Balance of Annual and Long-Term Incentives - Our incentive compensation programs provide a balance of annual and long-term incentives.

Different Performance Metrics for Annual and Long-Term Incentive Programs - Our annual and long-term incentive compensation programs use different performance metrics.

Absolute and Relative Performance Metrics - Our annual and long-term incentive compensation programs for executive officers include the use of absolute and relative performance metrics.

Three-Year Performance Period for Our Long-Term Incentive Program - Our current long-term incentive compensation program is designed to pay for performance over a period of three years.

Capped Amounts - Amounts that can be earned under the annual and long-term incentive compensation programs are capped.

Compensation Recoupment/Clawback Policy - We have a policy pursuant to which incentive compensation erroneously awarded to our executive officers is subject to recoupment under certain circumstances if our financial results are restated. This policy was updated in 2023 to be compliant with the requirements of Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards.

Stock Ownership Guidelines - We have stock ownership guidelines for each of our executive officers and certain other senior executives; each of our named executive officers has met their individual ownership level under the current program or has a period of time remaining under the guidelines to do so.

Independent Compensation Advisor - The Compensation Committee benefits from its utilization of an independent compensation advisor, retained directly by the committee, that provides no other services to the Company.

Say-on-Pay - We annually seek a non-binding advisory stockholder vote to approve our named executive officer compensation.

Stockholder Engagement - We engage with stockholders regularly and stockholder advisory firms on an as needed basis to obtain feedback concerning our business.

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What We Don’t Do

“Single-Trigger” Change in Control Provisions - Our executive change in control policy does not have “single-trigger” provisions.

Minimum Amounts - Amounts under the annual and long-term incentive compensation programs have no guaranteed minimum and can effectively be “zero” for any performance period for unsatisfactory results.

Option Repricing Prohibited - Our stock incentive plans prohibit option repricing without stockholder approval.

Hedging and Pledging Prohibited - We prohibit our employees, including our executive officers and directors, from hedging or pledging any Company securities.

Defined Benefit Pension Plans - We do not currently offer, nor do we have plans to provide, defined benefit pension arrangements for our executive officers.

Perquisites - We provide minimal perquisites and other personal benefits to our executive officers.

Tax Reimbursements - We do not provide any tax reimbursement or “gross-up” payments on any severance or change in control payments (including for any Section 280G excise taxes), perquisites or other personal benefits, other than immaterial COBRA reimbursements, standard relocation benefits, and tax equalization agreements related to expatriate assignments.

Sustainability Highlights

Cohu is focused on making a positive contribution to society by creating products that

improve productivity as well as enable healthier lifestyles, greater longevity and a more habitable planet.

We strive to operate worldwide in a safe, responsible manner that respects the environment and protects the health and safety of our employees, our customers and the communities where we operate. We also endeavor to conduct our business operations in a manner that preserves the environment, which includes minimizing waste, conserving energy and preventing pollution. We believe an important aspect of our mission is to design products for a positive impact on society where our customers use our test and measurement products to reduce waste and to improve yield and the efficiency of the semiconductor process. Our actions go beyond regulatory compliance and ISO certifications, and some of our 2023 environmental, health and safety highlights include:

•

Overall energy usage increased 1.3%, with the acquisition of an additional manufacturing site during the year and in-process construction of our new Laguna, Philippines facility.

•

Invested $9.1M in a new, state-of-the-art, interface products manufacturing facility in Laguna, Philippines; in 2024, consolidating two nearby facilities into this new energy-efficient facility.

•

Committed $1.2M for 2024 solar power generation projects at our two largest manufacturing facilities, Melaka, Malaysia and Laguna, Philippines.

•

Through continued use of our assisted reality customer support system, used for remote technical support and training, we avoided 174,000 km in employee travel.

•

In February 2024, committed to engage with the Science Based Targets Initiative (“SBTi”) with the goal to develop near-term science-based emissions reduction targets.

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•

Continued to enhance our disclosures:

More comprehensive disclosures aligned to TCFD ⁽¹⁾ recommendations

Continued annual submittal to CDP ⁽²⁾, a global disclosure system for environmental reporting, and made 2023 submittal publicly available

Broadened site-specific and geographic water, energy, and emissions disclosures

•

Hired a greater percentage of U.S. employees who identify as from underrepresented communities than our current representation of 40%.

•

Returned approximately 4.5% of 2023 profits globally to eligible non-executive employees, which amounted to $4.7 million.

•

Provided more than 51,700 cumulative training hours to employees globally, an increase of 11% year-over-year, investing approximately $924,000 in training, seminars and educational assistance fees.

•

In support of our goal to foster employee engagement, conducted a worldwide employee engagement survey to monitor employee satisfaction.

•

Continued our excellent employee safety record, with a 2023 global recordable incident rate of 0.39, which is 67% lower than our industry benchmark.

•

Listed in “America’s Most Responsible Companies 2024” by Newsweek.

Energy and Waste Management

2023

Use of Renewable Energy

32% ⁽³⁾ of Total

Scope 1/2 Emissions

11,865 Metric Tons CO2

Total Waste Recycled

913,000 Kg

Hazardous Waste

All Disposed of in Accordance With

Local Laws and Regulations – 68% Recycled

Hazardous Waste

No Spills

	(1)	TCFD: Task Force on Climate-related Financial Disclosures; note that, as of October 12, 2023, TCFD announced that it had fulfilled its mandate and was disbanding; TCFD recommendations will now be monitored by the IFRS Foundation and Cohu has opted to continue to reference and conform to TCFD recommendations for our 2023 sustainability report.
	(2)	CDP, formerly the Carbon Disclosure Project, is a third-party global disclosure system for environmental reporting.
	(3)	Represents percentage of grid electricity derived from renewable sources.

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Sustainability Strategies

Business and Governance

Corporate responsibility is an integral part of our business strategy and operating philosophy. A firm commitment to ethical behavior is embedded in our business processes and practices. During 2023, we had:

•	No bribery/corruption claims, including no legal proceedings or monetary losses related to bribery/corruption claims

•	No anti-competitive behavior claims, including no legal proceedings or monetary losses related to anti-competitive behavior claims

•	No legal and regulatory fines, settlements, or enforcement actions associated with false, deceptive, or unfair marketing, labeling and advertising

•	No direct monetary contribution to political campaigns or lobbying

Workplace

Cohu values diversity, equity, inclusion, and is committed to full compliance with all applicable laws and regulations governing employment. We endeavor to create a culture where everyone feels welcomed, valued and respected. 40% of our U.S. employees identify as from underrepresented communities. Globally, 29% of our employees are female. In 2023, 29% of our new hires were female and 41% of our U.S. new hires identify as from underrepresented communities. At year-end 2023, Cohu had two female members on its Board of Directors (25% of the Board) and two of eight members identify as from underrepresented communities (25% of the Board). 58% of the executive leadership team have been promoted from within.

To support the development of our workforce, we provided more than 51,700 cumulative training hours to employees globally, investing approximately $924,000 in training, seminars and educational assistance fees.

Responsible Supply Chain

Cohu operates a responsible minerals sourcing program, developed to ensure our conformance to the SEC Conflict Minerals rule. A de minimis portion of Cohu’s manufacturing processes utilize critical materials such as Cobalt, Palladium and Rhodium. In such cases, usage is monitored, and buffer stock is maintained. Cohu also utilizes multiple suppliers and maintains second sources where possible.

2023 Energy and Waste Management

• 32% of grid electrical energy usage was derived from renewable energy sources

• Scope 1/2 Emissions were 11,865 Metric Tons CO2-e

• Total waste recycled was 913,000 Kg

• All hazardous waste disposed of in accordance with local laws and regulations – 68% recycled

• No hazardous waste spills

• Invested $9.1M in new, state-of-the-art, interface products manufacturing facility in Laguna, Philippines; in 2024, consolidating two nearby facilities into this new energy-efficient facility

• Committed $1.2M for 2024 solar power generation projects at our two largest manufacturing facilities, Melaka, Malaysia and Laguna, Philippines

• New Laguna facility has rainwater collection and recycling system, which we estimate may save up to 5% of the facility’s annual water withdrawal

• Deployed new air compressor equipment used in Poway, California development and production processes; more energy-efficient equipment is expected to save and therefore reduce the site’s electricity usage by approximately 13% annually

• Through continued use of our assisted reality customer support system, used for remote technical support and training, we avoided 174,000 Km in employee travel

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Protecting and Improving our Planet

We partner with our employees to encourage consideration of the health of our Earth. We promote recycling, the use of reusable water bottles, and a bike-to-work program. We have installed energy saving technology for lighting and heating, source green electricity and self-produce energy by photovoltaic systems at certain locations. We are ISO 14001-certified at our facility in Kolbermoor, Germany.

Energy Renewable and Energy Efficient Products

Nine of our key customers provide semiconductor solutions to manage and reduce power consumption and enable solar and wind power generation. We are enabling these important technologies including power management devices, controllers, inverters, sensors, motor drivers and gate drivers.

More directly, in late 2023, Cohu released its DI-Core AI Inspection software, which provides real-time computation that enables semiconductor manufacturers to improve visual inspection accuracy at production speeds. The product utilizes proprietary deep learning and neural network technologies to improve inspection yield without compromising quality. We believe that the product offers significant sustainability benefits in terms of scrap material avoided. For example, in a typical back-end semiconductor manufacturing facility, annual scrap avoided could be in excess of tens of millions of semiconductor devices.

Giving Back to our Communities

Cohu’s employees, all over the world, take great pride in the volunteer work they do with local charities, schools, and other non-profit organizations. We support and partner with our employees participating in philanthropy including charitable activities, educational and financial support, and blood donation drives.

Enabling Life-Saving Products

Cohu is proud to support the manufacture and testing of our customers’ semiconductor components and technologies used across many industries, including healthcare. Our test handlers, test interface solutions and semiconductor tester systems are utilized by our customers in the manufacturing of semiconductors used in life-saving medical devices and applications: patient monitors, ventilators, IR thermometers, digital x-rays, rapid sepsis testing, biometers to measure contact-less temperature.

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Stock Ownership

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding beneficial ownership of Cohu’s common stock as of April 5, 2024, by (i) each stockholder who has reported or is known by Cohu to have beneficial ownership of more than 5% of our common stock; (ii) each director of Cohu; (iii) each NEO included in the “2023 Summary Compensation Table”; and (iv) all directors and named executive officers as a group. Unless otherwise noted below, the address of each person listed on the table is c/o Cohu, Inc., 12367 Crosthwaite Circle, Poway, California 92064-6817. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of April 5, 2024, pursuant to the exercise of options or the vesting of restricted stock units, performance stock units and deferred stock units to be outstanding for the purpose of computing the percentage ownership of such individual or group, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 47,079,623 shares of common stock outstanding on April 5, 2024.

Name and address of beneficial owner	Beneficially owned common stock	Common stock equivalents ⁽¹⁾	Total	Percent of class ⁽²⁾
BlackRock, Inc.⁽³⁾	7,478,150	-	7,478,150	15.87%
55 East 52nd Street, New York, NY 10055
Dimensional Fund Advisors LP⁽⁴⁾	3,064,076	-	3,064,076	6.50%
6300 Bee Cave Road, Austin, TX 78746
Franklin Mutual Advisers, LLC⁽⁵⁾	2,782,581	-	2,782,581	5.91%
101 John F. Kennedy Parkway Short Hills, NJ 07078‑2789
The Vanguard Group⁽⁶⁾	4,165,622	-	4,165,622	8.84%
100 Vanguard Blvd. Malvern, PA 19355
Victory Capital Management Inc.⁽⁷⁾	2,971,600	-	2,971,600	6.31%
4900 Tiedeman Rd. 4th Floor Brooklyn, OH 44144
William E. Bendush	34,906	4,347	39,253	*
Steven J. Bilodeau⁽⁸⁾	60,688	4,347	65,035	*
Christopher G. Bohrson	57,593	-	57,593	*
Andrew M. Caggia⁽⁹⁾	50,557	4,347	54,904	*
James A. Donahue	376,148	4,347	380,495	*
Yon Y. Jorden	10,781	5,692	16,473	*
Jeffrey D. Jones	182,943	-	182,943	*
Thomas D. Kampfer	18,824	-	18,824	*
Ian P. Lawee	24,215	-

SEC Form DEF 14A filed by Cohu Inc.