Business Context and Reporting Period
This Form 8-K Current Report was filed by Cohu, Inc. on September 8, 2020. The filing addresses Item 5.02 regarding the departure of directors or certain officers, specifically focusing on the approval and execution of new compensatory arrangements for certain executive officers.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is strictly limited to executive compensation agreements and does not contain financial performance data.
Material Changes
The Compensation Committee, in consultation with outside advisor Compensia, reviewed executive agreements to benchmark against best practices. On September 8, 2020, the Company entered into new Severance Agreements and Change in Control Agreements for specific executives. These new agreements supersede any prior severance or change in control agreements with the affected executives.
Guidance, Outlook, and Management Commentary
The filing details the specific terms of the new agreements, which include lump-sum payments based on salary multipliers and COBRA premium reimbursements upon termination without Cause or resignation for Good Reason. The agreements have an initial three-year term with automatic two-year extensions unless notice is provided.
Executive Compensation Summary
| Executive Officer | Severance Multiplier | Severance COBRA Period | Change in Control Multiplier | Change in Control COBRA Period |
|---|---|---|---|---|
| Luis A. Müller (CEO & President) | 150% | 18 months | 200% | 24 months |
| Jeffrey D. Jones (CFO) | 100% | 12 months | 150% | 18 months |
| Christopher G. Bohrson (SVP & GM, Test Handler Group) | 100% | 12 months | 150% | 18 months |
| Thomas D. Kampfer (VP Corporate Development, GC & Secretary) | 100% | 12 months | 150% | 18 months |
Regarding Mr. Pascal Rondé (SVP Global Customer Group), his severance and change in control benefits remain unchanged as stated in the proxy statement dated March 25, 2020. The full text of the agreements will be filed as exhibits to the Form 10-Q for the fiscal quarter ended September 26, 2020.
Investor Verification Checklist
- Verify the full text of the Severance and Change in Control Agreements in the upcoming Form 10-Q filing.
- Confirm the specific definitions of "Cause" and "Good Reason" within the executed agreements to understand termination triggers.
- Review the March 25, 2020 proxy statement for the specific terms applicable to Mr. Pascal Rondé.
- Monitor future filings for any changes to the executive team that might trigger these new compensation provisions.