Sector: Information Technology
COHU INC · Meeting: May 15, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
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.
CEO
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
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.
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.
1 companies disclosed in 2026 proxy filing
