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COHU INC

For the period ended Jun 5, 2024. Filed Apr 22, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 5, 2024 · Filed Apr 22, 2024

COHU$38.49+10.3%Stored close · as of Nov 6, 2026
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Contents

Performance Measures

For purposes of the 2023 STI, the Compensation Committee selected two financial performance measures for our executive officers which were unchanged from 2022:

●Sales growth based on a four-year rolling sales growth target; and
●Profitability based on a non-GAAP pre-tax income target.

The Compensation Committee selected these two performance measures because we continue to believe sales growth reflects the overall market acceptance of our products and non-GAAP pre-tax income reflects how effectively management delivered our products to our customers during the year. A reconciliation of GAAP to non-GAAP pre-tax income used for the 2023 STI is included asAppendix A to this proxy statement.

The weighting of these corporate performance measures for purposes of the 2023 STI for each NEO were as follows:

Named Executive OfficerSales GrowthNon-GAAP Pre-tax Income
Luis A. Müller30%70%
Jeffrey D. Jones30%70%
Christopher G. Bohrson30%70%
Thomas D. Kampfer30%70%
Ian P. Lawee30%70%

For the 2023 STI plan, the Compensation Committee determined to keep the Sales Growth measure weighting at 30% to continue to incentivize the delivery of sales growth during an extended soft market and to keep the profitability weighting at 70%.

The performance measures and their respective weightings were aligned among the executive officers to reflect their shared responsibilities for delivering the targeted performance. The Compensation Committee determined that using our consolidated results for sales and non-GAAP pre-tax income were appropriate for all executive officers given their responsibilities for the overall success of our business. Applicable threshold, target and maximum performance goals as a percentage of attainment of the applicable performance measure as well as the payout levels earned were unchanged from 2022.

2023 STI Performance Measure Targets and Achievement Scale
ThresholdTargetMaximum
Performance to 4-Year Rolling Sales Growth0%5%>10%
Payout Level EarnedNone100%200%
Performance to Non-GAAP Pre-tax Income<5% Pretax Income15%>22.5%
Payout Level EarnedNone100%200%
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.