Business Context and Reporting Period
Company: COHU INC
Filing Type: Form 8-K (Current Report)
Date of Report: August 17, 2006
Subject: Entry into a Material Definitive Agreement regarding compensation adjustments for the Board of Directors and specific Executive Officers.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on compensation agreements.
Material Changes
The Compensation Committee approved the following changes effective January 1, 2007 (for Board retainers) or immediately (for executive salaries):
Board of Directors Compensation
- Chairman of the Board: $60,000 annual retainer.
- Board Member: $40,000 annual retainer.
- Audit Committee Chairman: $16,000 annual retainer.
- Audit Committee Member: $8,000 annual retainer.
- Compensation Committee Chairman: $10,000 annual retainer.
- Compensation Committee Member: $5,000 annual retainer.
- Nominating/Governance Committee Chairman: $8,000 annual retainer.
- Nominating/Governance Committee Member: $4,000 annual retainer.
Equity Compensation for Non-Employee Directors
- Grant Date: August 17, 2006.
- Components: 5,000 stock options and 2,000 Restricted Stock Units (RSUs) per member.
- Exercise Price: Equal to the closing price of Cohu stock on August 17, 2006.
- Vesting: One year from the grant date.
Executive Officer Salary Increases
- Thomas Lightner (VP, Manufacturing): Increased from $185,000 to $197,000.
- James G. McFarlane (Senior VP): Increased from $200,000 to $210,000.
- Colin P. Scholefield (Senior VP, Sales and Service): Increased from $210,000 to $220,500.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, management commentary on business performance, or discussion of risks and contingencies beyond the standard disclosure of the compensation agreement.
Key Facts for Investor Verification
- Verify the effective date of the Board retainer increases (January 1, 2007).
- Confirm the vesting schedule for the 2006 equity grants (one year from August 17, 2006).
- Review the specific salary increase percentages for the named executives to assess impact on operating expenses.
- Note that the filing does not provide data on total compensation costs or impact on net income.