Cohu (COHU) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 16, 2025, with voting on three main proposals: election of three Class 3 directors, an advisory vote on executive compensation, and ratification of Ernst & Young LLP as the independent auditor for 2025.

• Fiscal year 2024 saw $401.8M in sales, a 44.9% GAAP gross margin, and a net loss, but the company maintained a strong cash position and continued product innovation.

• The company emphasizes sustainability, reporting significant reductions in energy use, greenhouse gas emissions, and water consumption, and continued investments in employee training and safety.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class 3 directors for three-year terms.

• Proposal 2: Advisory vote to approve named executive officer compensation (Say-on-Pay).

• Proposal 3: Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors, seven of whom are independent; all committees are composed of independent directors.

• Board diversity, annual self-evaluations, and a lead independent director are in place.

• Directors possess a broad mix of industry, financial, and global business experience.

• No poison pill is in effect; board oversight includes sustainability and cybersecurity.