COHU INC
For the period ended May 16, 2025. Filed Apr 2, 2025.
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May 16, 2025 · Filed Apr 2, 2025
Contents
Performance Measures
For purposes of the 2024 STI, the Compensation Committee selected two financial performance measures for our executive officers which were unchanged from 2023:
| • | 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 the business was managed during the year. A reconciliation of GAAP to non-GAAP pre-tax income used for the 2024 STI is included asAppendix A to this proxy statement.
The weighting of these corporate performance measures for purposes of the 2024 STI for each NEO were as follows:
| Named Executive Officer | Sales Growth | Non-GAAP Pre-tax Income |
|---|---|---|
| Luis A. Müller | 30% | 70% |
| Jeffrey D. Jones | 30% | 70% |
| Christopher G. Bohrson | 30% | 70% |
| Thomas D. Kampfer | 30% | 70% |
For the 2024 STI plan, the Compensation Committee determined to keep the Sales Growth metric 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 2023.
2024 STI Performance Measure Targets and Achievement Scale
| Threshold | Target | Maximum | |
|---|---|---|---|
| Performance to 4-Year Rolling Sales Growth | 0% | 5% | > 10% |
| Payout Level Earned | None | 100% | 200% |
| Performance to Non-GAAP Pre-tax Income | < 5% | 15% | > 22.5% |
| Payout Level Earned | None | 100% | 200% |
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