Christopher Bohrson
COHUAbout Christopher Bohrson
Christopher G. Bohrson, age 65, is Senior Vice President & Chief Customer Officer at Cohu. He was promoted to CCO on February 2, 2023 after leading the Global Customer Group since February 8, 2021; he joined Cohu in May 2016 and previously held leadership roles at Teradyne (20 years) and Bosch Automotive Service Solutions/SPX (2007–2016) . Company performance under his tenure has been cyclical: FY2024 revenue was $401.8M with GAAP gross margin 44.9% and a 9-year sales CAGR of 5%, reflecting resilience despite a severe downcycle ; long-term equity payouts tied to relative TSR show strong outperformance for 2020–2022 (PSUs earned 141.7% of target) but underperformance for 2022–2024 (PSUs earned 40.3% of target) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cohu | SVP & Chief Customer Officer | Feb 2023–present | Leads customer group; aligns go-to-market across equipment and services |
| Cohu | SVP, Global Customer Group | Feb 2021–Feb 2023 | Built global customer coverage during industry down/up cycles |
| Cohu | SVP & GM, Test Handler Group | Oct 2018–Feb 2021 | Led core handler product line execution |
| Cohu | VP & GM, Digital Test Handlers | Jan 2017–Oct 2018 | Managed digital handlers portfolio |
| Cohu | VP Sales & Service, Americas | May 2016–Jan 2017 | Drove regional commercial execution |
External Roles
| Organization | Role | Years | Scope |
|---|---|---|---|
| Bosch Automotive Service Solutions/SPX | VP & GM, OEM Diagnostics & Information Solutions | 2007–2016 | Led OEM diagnostics/software business |
| Teradyne | Multiple management/technical roles (semiconductor & broadband test) | ~20 years | Engineering and business leadership in US & Asia |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 382,077 | 418,846 | 425,000 |
| Target bonus (% of base) | 75% | 75% | 75% |
| Actual bonus ($) | 520,446 | 304,921 | 0 |
| Auto allowance ($) | 19,240 | 20,962 | 6,000 |
Notes:
- 2024 base salaries were held flat vs 2023 across NEOs; and again remained unchanged in 2025 .
- No tax gross-ups on severance/change-in-control; minimal perquisites policy .
Performance Compensation
Annual STI (2024 structure and outcome)
| Metric | Weighting | Threshold | Target | Max | Actual (2024) | Payout |
|---|---|---|---|---|---|---|
| 4-year rolling sales growth | 30% | 0% | 5% | >10% | -7.9% | 0% |
| Non-GAAP pre-tax income (% of sales) | 70% | <5% | 15% | >22.5% | -1.0% | 0% |
- Result: 0% payout; non-equity incentive for Bohrson = $0 .
Long-Term Incentives (2024 grants & mechanics)
| Grant date | Instrument | Shares/Units | Vesting | Performance metric | Earn range |
|---|---|---|---|---|---|
| Mar 12, 2024 | RSUs | 12,360 | 3 equal annual tranches | N/A | N/A |
| Mar 12, 2024 | PSUs (target) | 18,541 | Cliff at 3 years | TSR vs Russell 2000; 2x spread method | 0–200% |
PSU historical outcomes:
- 2020–2022 PSU: Cohu TSR ranked 75th percentile vs custom peer group; Bohrson earned 23,929 shares (141.7% of 16,891 target) .
- 2022–2024 PSU: TSR spread result -29.9%; Bohrson earned 4,715 shares (40.3% of 11,700 target) .
Outstanding equity (as of Dec 28, 2024)
| Award type | Grant dates | Unvested quantity | Market value reference |
|---|---|---|---|
| RSUs | 3/15/2021, 3/14/2022, 3/14/2023, 3/12/2024 | 1,544; 5,850; 8,250; 12,360 | $26.83/share (Dec 28, 2024) |
| PSUs (target) | 2022, 2023, 2024 cycles | 11,700; 16,501; 18,541 | Earn 0–200% at certification |
Value realized on vesting (2024):
- Shares vested: 16,853; value realized $527,978; shares withheld for taxes: 8,842 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially owned common stock (Mar 21, 2025) | 61,319 shares |
| Shares outstanding reference | 46,540,036 (Mar 21, 2025) |
| Ownership as % of outstanding | 0.132% (61,319 / 46,540,036) |
| Options outstanding | None; no options granted to NEOs in 2022–2024 |
| Hedging/pledging of company stock | Prohibited for employees and directors |
| Stock ownership guideline | 1x base salary for non-CEO execs; all NEOs compliant as of Dec 31, 2024 |
| Clawback policy | Compliant with Rule 10D-1/Nasdaq; adopted Oct 2, 2023 |
Notes:
- Director/employee pledging and hedging prohibited, reducing misalignment risk .
- Deferred compensation: no deferrals outstanding for NEOs as of Dec 28, 2024 .
Employment Terms
| Agreement | Trigger | Cash multiple | Bonus multiple | COBRA reimbursement | Equity acceleration |
|---|---|---|---|---|---|
| Severance Agreement | Involuntary termination without Cause (CEO also Good Reason) | 100% of base (Bohrson) | N/A | 12 months | No automatic equity acceleration |
| Change-in-Control Agreement | Double trigger: CIC plus qualifying termination | 150% of base (Bohrson) | 150% of target bonus (Bohrson) | 18 months | All unvested equity vests fully if awards are not assumed/substituted by acquiror (2025 awards require non-assumption; earlier awards accelerate at CIC) |
Estimated payouts (as of Dec 28, 2024):
- CIC plus termination: Total $3,489,310; includes Severance $1,115,625, Annual bonus $318,750, Medical $49,500, RSUs/PSUs $2,005,435 .
- Non-CIC termination: Total $458,000; includes Severance $425,000, Medical $33,000 .
Other terms:
- No individual employment contracts; severance governed by standardized executive agreements .
- No single-trigger cash payments; amounts are capped; no tax gross-ups on severance/CIC .
Compensation Structure Indicators
- Pay mix: Emphasis on performance equity (PSUs 60% of LTI; RSUs 40%) to align with shareholder returns .
- 2024 STI paid zero due to missed growth and profitability targets, reinforcing pay-for-performance .
- Independent compensation advisor (Compensia) engaged by Compensation Committee; committee entirely independent .
- Say-on-Pay support: ~99.1% approval in 2024, indicating strong shareholder endorsement of program design .
Compensation Peer Group (benchmarking)
| Peer group (2024 analysis) | Notes |
|---|---|
| Advanced Energy Industries; Alpha & Omega Semiconductor; Axcelis; Badger Meter; Cirrus Logic; FormFactor; Harmonic; Ichor; Kulicke & Soffa; MACOM; MaxLinear; National Instruments; Novanta; Onto Innovation; OSI Systems; Penguin Solutions; Photronics; Ultra Clean Holdings; Veeco Instruments | Selected on revenue (0.4x–2.5x), market cap (0.25x–5.0x), and talent competition; continued focus on median positioning |
Performance & Track Record
- PSU relative TSR earned 141.7% for 2020–2022, then 40.3% for 2022–2024, evidencing stronger shareholder return performance earlier in tenure and weaker in the most recent cycle .
- FY2024 outcomes: Sales $401.8M; GAAP pretax loss -16.2% of sales; non-GAAP pretax approximate breakeven; buybacks of $26.9M and early term loan payoff signal capital discipline during downturn .
Governance & Risk Indicators
- Double-trigger CIC; option repricing prohibited; hedging/pledging prohibited; minimal perquisites; robust clawback—mitigate governance risk .
- Related party transactions: none >$120,000 reported since the beginning of last fiscal year .
- Insider trading policy on file (Exhibit 19 to 2024 10-K) .
Performance Compensation (detailed STI design and payout)
| Metric | Weight | Target | Actual (2024) | Bohrson payout |
|---|---|---|---|---|
| 4-year rolling sales growth | 30% | 5% | -7.9% | 0% |
| Non-GAAP pretax income (% sales) | 70% | 15% | -1.0% | 0% |
Vesting:
- RSUs vest annually over 3 years for 2024 grants; 2021–2023 RSUs vest over 4 years .
- PSUs cliff-vest after 3-year performance period; earned using TSR vs Russell 2000 formula .
Equity Ownership & Vesting Schedule
| Date | RSUs scheduled vest (2024 grant) | Notes |
|---|---|---|
| Mar 12, 2025 | ~4,120 units (1/3 of 12,360) | Subject to service; shares issued net of withholding |
| Mar 12, 2026 | ~4,120 units | |
| Mar 12, 2027 | ~4,120 units |
Additional unvested awards as of 12/28/24:
- RSUs: 1,544 (2021), 5,850 (2022), 8,250 (2023), 12,360 (2024) .
- PSUs (target): 11,700 (2022 cycle), 16,501 (2023 cycle), 18,541 (2024 cycle) .
Employment Terms (economics at CIC)
| Component | Amount (as of 12/28/24) |
|---|---|
| Cash severance (150% base) | $1,115,625 |
| Target bonus multiple (150%) | $318,750 |
| COBRA reimbursement (18 months) | $49,500 |
| Equity acceleration (if not assumed) | $2,005,435 |
| Total estimated (double trigger) | $3,489,310 |
Non-CIC termination:
- Cash severance $425,000; COBRA $33,000; total $458,000 .
Investment Implications
- Alignment: High proportion of at-risk, performance-tied equity (60% PSUs) aligns Bohrson with shareholder TSR; hedging/pledging ban and ownership guideline compliance reduce misalignment risk .
- Retention and supply: Multi-year RSU tranches and PSU cycles create steady vesting; 2024 vesting realized value $528k with shares withheld for taxes suggests natural supply near vest dates, but no options outstanding mitigates forced selling pressure .
- Change-of-control economics: Double-trigger cash (150% salary/bonus) plus full equity acceleration if awards not assumed can be materially dilutive in a transaction; note 2025 award terms reduce automatic acceleration risk by requiring non-assumption for RSUs/PSUs, improving deal discipline .
- Execution risk: Recent STI zero payout and 2022–2024 PSU under-earn reflect macro downcycle and TSR underperformance; monitoring of 2025 STI (added 1-year sales metric) and PSU cycles is key for pay-for-performance trajectory .
- Shareholder sentiment: ~99% Say-on-Pay support indicates investor confidence in the program structure; continued independent oversight via Compensia and Compensation Committee reduces governance risk .