Andreas Mattes
COHUAbout Andreas Mattes
Independent director at Cohu since 2022 (Class 3; standing for re‑election in 2025), age 64, and a member of the Compensation Committee. Career highlights include CEO/President roles at Coherent (2020–2022) and Diebold Nixdorf (2013–2017), senior leadership at HP (2006–2011), and 20 years at Siemens (1985–2005); currently a director at ams‑OSRAM AG (since June 2023). The Board has affirmatively determined he is independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coherent, Inc. | Chief Executive Officer, President, and board member | Apr 2020 – Jul 2022 | Led global photonics company during industry cycle |
| McKinsey & Company | Senior Advisor | Jun 2019 – Apr 2020 | Strategic advisory role |
| Diebold Nixdorf Incorporated | Chief Executive Officer (and President 2013–2016) | 2013 – 2017 | Oversaw transformation and M&A integration |
| Violin Memory | SVP, Global Strategic Partnerships | 2013 | Enterprise storage partnerships |
| Hewlett‑Packard | SVP & GM, Enterprise Services Americas (2008–2011); Chief Sales Officer, Enterprise Business (2006–2008) | 2006 – 2011 | Ran large-scale services and enterprise sales |
| Siemens | Various senior leadership positions | 1985 – 2005 | 20 years of global operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ams‑OSRAM AG | Director (current) | Since Jun 2023 | Current public company board |
| Velodyne Lidar, Inc. | Director (prior) | 2022 – Feb 2023 (merger with Ouster) | Prior public board experience |
Board Governance
- Committee assignments: Member, Compensation Committee; not on Audit or Nominating & Governance committees .
- Independence: Board determined Mattes and six others are independent; all Audit/Compensation/NGC members meet heightened independence standards .
- Attendance: Board held 13 meetings in 2024; Compensation Committee held 6; each director attended at least 75% of all applicable Board/committee meetings during their service period .
- Engagement and structure: 30 Board and committee meetings in 2024; Lead Independent Director in place; executive sessions of independent directors held at least three times per year .
- Say‑on‑Pay context: 2024 Say‑on‑Pay approval ~99.1%, reflecting strong investor support for compensation oversight (relevant to Compensation Committee effectiveness) .
Fixed Compensation (Director)
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual director retainer | 60,000 | Non‑employee director retainer |
| Compensation Committee member fee | 7,500 | Annual committee member fee |
| Total cash fees earned (Mattes) | 67,500 | Fees Earned or Paid in Cash (2024) |
Other cash practices: No separate meeting fees disclosed; non‑employee directors may elect to defer cash fees into DSUs under the 2005 Plan .
Performance Compensation (Director Equity)
| Grant/Status | Instrument | Quantity | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Jun 5, 2024 annual grant | RSUs | 4,918 | 161,851 | Vests over ~1 year; shares issued at earlier of 1‑year anniversary or next annual meeting; subject to service |
| Unvested as of Dec 28, 2024 | RSUs (outstanding) | 5,822 | N/A | Unvested RSUs outstanding at year‑end 2024 |
Policy: Annual RSU value of ~$150,000 for non‑employee directors (shares determined by 20‑day average price); initial appointment grants pro‑rated and vest in three equal annual installments .
Other Directorships & Interlocks
- Current public board: ams‑OSRAM AG (since June 2023) .
- Compensation Committee interlocks: None—no member of the Compensation Committee (including Mattes) had relationships requiring Item 404 disclosure; no executive officer interlocks with other companies’ compensation committees .
- Limits on external boards: Cohu maintains limitations on other public board and committee memberships .
Expertise & Qualifications
- Board skills matrix flags for Mattes include: leadership experience, global business experience, operations, human capital management, M&A, and enterprise risk management .
- Biography underscores CEO and global operating experience across technology/hardware and services, including substantial P&L, sales, and integration leadership .
Equity Ownership
| Metric | Amount | As of |
|---|---|---|
| Beneficially owned common stock (Mattes) | 6,157 | Mar 21, 2025 |
| Common stock equivalents (e.g., RSUs vesting within 60 days) | 4,918 | Mar 21, 2025 |
| Total beneficial ownership (shares + equivalents) | 11,075 | Mar 21, 2025 |
| Shares outstanding (reference) | 46,540,036 | Mar 21, 2025 |
| All directors & officers as a group – % of class | 2.86% | Mar 21, 2025 |
Alignment safeguards:
- Director stock ownership guideline: 3x annual cash retainer to be accumulated within three years; no sales permitted until guideline met (and must remain above thereafter) .
- Hedging and pledging of Company securities are prohibited for directors .
Governance Assessment
- Independence and role: Independent director serving on the Compensation Committee; committee uses an independent advisor (Compensia) with no conflicts, enhancing oversight quality .
- Attendance and engagement: Met ≥75% attendance threshold amid 13 Board and 6 Compensation Committee meetings; the Board held 30 total Board/committee meetings in 2024; executive sessions held regularly, supporting effective oversight .
- Shareholder alignment: Annual RSU grants and ownership guidelines, plus prohibition on hedging/pledging, promote alignment; 2024 Say‑on‑Pay support (~99.1%) signals investor confidence in compensation oversight by the committee on which Mattes serves .
- Conflicts/related‑party exposure: No related‑party transactions requiring disclosure; Compensation Committee interlocks absent; Board and Code require disclosure/recusal for conflicts .
- Workload/overboarding risk: Company enforces limits on other public board roles; Mattes currently holds one other public directorship (ams‑OSRAM AG) .
- Governance changes (context): In 2024, stockholders approved Delaware‑permitted officer exculpation; not director‑specific to Mattes but relevant to overall governance framework .
RED FLAGS: None disclosed specific to Mattes. No related‑party transactions, no hedging/pledging, no committee interlocks, and attendance thresholds met. Maintain monitoring of equity accumulation versus director ownership guidelines (individual compliance status not disclosed) and any future additions to external board load .