COHU INC (COHU)
Sector: Information Technology
2026 Annual Meeting Analysis
COHU INC · Meeting: May 15, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class 1 Directors
Against Analysis
Mr. Bendush has served since 2011 and bears full accountability for COHU's stock declining roughly 14% over the past three years while the Russell 2000 Index (^RUT — Russell 2000) rose about 40%, a gap of 54 percentage points that far exceeds the 30-point threshold required to trigger a vote against under our policy; the 5-year picture is equally weak with COHU down roughly 35% against a positive ^RUT return, so no 5-year mitigant applies.
Ms. Richardson has served since 2019 and her tenure fully overlaps the three-year underperformance period during which COHU's stock fell roughly 14% while the Russell 2000 Index (^RUT — Russell 2000) gained about 40%, a gap of 54 percentage points exceeding the 30-point trigger threshold; the 5-year record offers no relief as COHU also significantly underperforms ^RUT over five years, so the vote is AGAINST.
For Analysis
Ms. Rapp joined the board in 2024, which is within the 24-month exemption window under our policy, so she is not held accountable for the prior underperformance period; she brings strong CFO and semiconductor industry experience and qualifies as an audit committee financial expert.
Of the three Class 1 nominees, Karen Rapp earns a FOR vote because she joined in 2024 and falls within the 24-month new-director exemption. William Bendush and Nina Richardson both receive AGAINST votes because COHU's stock has declined roughly 14% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained approximately 40%, a 54-percentage-point gap that far exceeds the 30-point policy threshold, and the 5-year record provides no mitigating offset.
Say on Pay
✓ FORCEO
Luis A. Müller
Total Comp
$4,498,059
Prior Support
98.1%%
CEO total compensation of approximately $4.5 million is reasonable for the CEO of a $1.5 billion technology company, and the pay structure is well-designed with 89% of the CEO's pay at risk and 60% of long-term equity tied to relative total shareholder return versus the Russell 2000 Index (^RUT — Russell 2000). The short-term bonus payout was only 32% of target in 2025 and performance stock awards from the 2023 cycle paid out at 0% because COHU's stock significantly underperformed the ^RUT, showing the incentive plan is functioning as intended by cutting pay when shareholders suffer. The prior year received 98.1% support, the pay mix is heavily performance-based, a clawback policy is in place, and there are no egregious structural concerns, so a FOR vote is warranted.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include a fee table disclosing audit and non-audit fees, and auditor tenure is not explicitly stated; per policy, when tenure cannot be confirmed the tenure trigger does not fire, and without fee data the non-audit ratio test cannot be applied, so the default vote of FOR applies for a Big 4 firm auditing a $1.5B company.
Overall Assessment
The 2026 COHU ballot presents six proposals; the most significant governance concern is severe stock price underperformance relative to the Russell 2000 Index (^RUT — Russell 2000) over three and five years, which triggers AGAINST votes for two of the three director nominees standing for election. The Say on Pay program earns a FOR vote because pay is structured appropriately with the majority at risk and incentive payouts have demonstrably fallen when shareholder returns have been poor.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing