Business Context and Reporting Period
This Form 8-K Current Report was filed by Cohu, Inc. on October 26, 2020. The filing addresses corporate governance and compensation matters, specifically the reversal of temporary salary and fee reductions previously implemented for Named Executive Officers (NEOs) and non-employee directors due to improved business conditions and outlook.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on executive and director compensation adjustments.
Material Changes Versus Prior Period
The primary material change is the restoration of compensation levels to pre-reduction amounts:
- Executive Salaries: Temporary base salary reductions for NEOs, originally announced on March 25, 2020, have been reversed. Restorations are effective with the payroll period commencing on or after November 1, 2020.
- Director Fees: Temporary 20% reductions in cash retainers and fees for non-employee directors have been reversed, effective November 2, 2020.
Specific annualized salary figures for NEOs are as follows:
| Named Executive Officer | Original Base Salary (Feb 2020) | Reduced Base Salary (Apr 2020) | Restored Base Salary (Nov 2020) |
|---|---|---|---|
| Luis A. Müller | $595,000 | $476,000 | $595,000 |
| Jeffrey D. Jones | $380,000 | $323,000 | $380,000 |
| Christopher G. Bohrson | $350,000 | $297,500 | $350,000 |
| Thomas D. Kampfer | $335,000 | $284,750 | $335,000 |
| Pascal Rondé | $358,400 | $304,639 | $358,400 |
Note: Mr. Rondé's salary is paid in Euros; figures are converted to USD based on the rate effective near the March 25, 2020 Proxy Statement filing.
Guidance, Outlook, and Management Commentary
The Compensation Committee and Board of Directors cited "improved business conditions and outlook" as the rationale for reversing the cost-saving measures. No specific financial guidance, risk factors, or contingencies regarding future performance were detailed in this specific filing.
Investor Verification Checklist
- Verify the effective dates of the salary and fee restorations (November 1, 2020 for executives; November 2, 2020 for directors).
- Confirm the total annualized compensation impact on the company's operating expenses relative to the reduced amounts.
- Review the company's most recent quarterly or annual report (10-Q or 10-K) for the underlying financial performance driving the "improved business conditions."
- Check for any clawback provisions or conditions attached to the salary restoration in the company's compensation policies.