James Donahue
COHUAbout James A. Donahue
Non-executive Chair of the Board at Cohu since December 24, 2015; director since 1999 (age 76). Former President and CEO of Cohu (2000–2014), President and COO (1999–2000), and President of Delta Design, Inc. (1983–2010). Classified as non-independent by the Board under Nasdaq/SEC rules; tenure on Cohu’s board is 26 years as of the 2025 meeting. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cohu, Inc. | President & Chief Executive Officer | 2000–2014 | Led semiconductor test equipment business; subsequently Chair (Board leadership continuity) |
| Cohu, Inc. | President & Chief Operating Officer | 1999–2000 | Operational leadership pre-CEO |
| Delta Design, Inc. (Cohu subsidiary) | President | 1983–2010 | Led key subsidiary in handlers/test automation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Microsystems Corporation (SMSC) | Director | 2003–2012 | Board service at semiconductor company |
| — | Current public company boards | — | None listed |
Board Governance
- Structure: Separate Chair and CEO; Donahue is non-executive Chair; Lead Independent Director is Steven J. Bilodeau. Executive sessions of independent directors held at least three times per year.
- Independence: Non-independent, with Board confirming all committee members are independent (Donahue serves on no committees).
- Attendance: Each director attended ≥75% of Board/committee meetings; total of 30 Board and committee meetings held in 2024.
- Retirement policy: Non-executive directors may stand for one additional term after age 75 if Board determines best interests; Board reaffirmed nominating Donahue at 76.
| Governance Element | Detail |
|---|---|
| Board Chair | Non-executive Chair (James A. Donahue) |
| Committees | None (not on Audit, Compensation, or Nominating & Governance) |
| Lead Independent Director | Steven J. Bilodeau |
| Independence Status | Non-independent |
| Attendance | ≥75% for all directors; 30 combined meetings in 2024 |
| Executive Sessions | At least three per year |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Chair retainer (cash) | $110,000 | Chair retainer level per director cash schedule |
| Stock awards (RSUs) grant-date fair value | $161,851 | RSUs valued under ASC 718; annual grant |
| Medical benefits reimbursement | $30,280 | Reimbursement of health insurance premiums and uncovered medical costs for Donahue and spouse (legacy retired exec benefit; no longer offered to current employees) |
| Total 2024 director compensation | $302,131 | Sum of components above |
| 2024 Director RSU Grant Details | Value |
|---|---|
| Grant date | June 5, 2024 |
| RSUs granted | 4,918 |
| Annual non-employee director equity policy | $150,000 value RSUs; initial/prorated for new appointees |
| Vesting | Annual RSU awards vest over ~1 year; shares issued at 1-year anniversary or next annual meeting |
- Cash fee schedule (for context): Board Chair $110,000; Lead Independent Director $80,000; Other directors $60,000; Committee Chair fees—Audit $25,000, Compensation $16,500, Nominating & Governance $10,000; Committee member fees—Audit $10,000, Compensation $7,500, Nominating & Governance $5,000.
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Director equity | Time-based RSUs | None (no performance criteria) | RSU count and vesting per director equity policy; accelerated upon change-in-control if not assumed; annual grants target $150k value |
No director performance-based metrics (PSUs/TSR) disclosed for non-employee directors; director equity grants are RSUs with time-based vesting.
Other Directorships & Interlocks
| Person | Entity | Role | Overlap/Interlock |
|---|---|---|---|
| James A. Donahue | SMSC | Director (2003–2012) | Shared prior SMSC affiliations with Cohu directors Bilodeau and Caggia (former SMSC directors/executives), indicating historical network ties |
No current public company directorships for Donahue.
Expertise & Qualifications
| Skill/Experience | Evidence |
|---|---|
| Industry knowledge (semiconductor equipment) | Board skills matrix indicates Donahue; biography confirms deep operational/test automation background |
| Public company board experience | SMSC board service; matrix notes experience |
| Leadership (CEO/President) | Cohu CEO/President; Delta Design President |
| Customer/deep technology knowledge | Matrix indicates Donahue; long tenure in handlers/test |
| Global business | Matrix indicates global experience |
| Finance/accounting | Matrix indicates experience |
| Operations & supply chain | Matrix indicates operations experience |
| Human capital management | Matrix indicates experience |
| M&A | Matrix indicates experience |
| Risk management | Matrix indicates experience |
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficially owned common stock | 380,495 shares |
| Common stock equivalents (e.g., RSUs vesting within 60 days) | 4,918 |
| Total beneficial ownership | 385,413 shares |
| Shares outstanding (base for % ownership) | 46,540,036 shares (as of March 21, 2025) |
| Ownership as % of shares outstanding | ~0.83% (385,413 ÷ 46,540,036; computed from disclosed figures) |
| Unvested RSUs outstanding (as of 12/28/2024) | 4,918 |
| Hedging/Pledging | Prohibited under policy |
| Director stock ownership guideline | Minimum 3× annual cash retainer; over 3-year accumulation period |
Governance Assessment
- Board effectiveness and oversight
- Chair/CEO separation with Lead Independent Director enhances checks-and-balances; executive sessions of independents held ≥3× per year. Attendance met ≥75% threshold for all directors; 30 meetings held in 2024 (high engagement).
- Independence, conflicts, and related-party exposure
- Donahue is non-independent, long-serving former CEO and current Board Chair—this concentration of influence merits monitoring despite the presence of a Lead Independent Director.
- Receives legacy medical benefit reimbursements ($30,280 in 2024), a non-standard perquisite for a non-employee director; company states such benefits are no longer offered to current employees. This is modest in size but noteworthy.
- Company reports no related-party transactions >$120,000 since the beginning of last fiscal year; hedging/pledging prohibited.
- Director compensation and alignment
- Cash/equity mix: $110,000 cash chair retainer plus RSUs ($161,851 fair value) supports alignment via equity; director ownership guidelines require 3× retainer.
- Beneficial ownership of ~385k shares indicates meaningful skin-in-the-game; unvested RSUs are modest relative to total holdings.
- Interlocks/network
- Historical SMSC ties across multiple Cohu directors (Donahue, Bilodeau, Caggia) suggest a strong pre-existing network; not inherently problematic, but investors should consider board refreshment and diversity of perspectives over time.
RED FLAGS
- Non-independence as Board Chair combined with very long tenure (26 years) may raise concerns about board refreshment and independence, partially mitigated by Lead Independent Director structure.
- Legacy medical reimbursements to the Chair (albeit small) are atypical for non-employee directors and can be viewed unfavorably by some governance-sensitive investors.
- Retirement policy exception at age 76 for re-nomination underscores reliance on a long-tenured insider; investors may scrutinize succession planning at the board level.
Notes
- Director compensation schedule, equity grant policies, and ownership guidelines for directors are clearly disclosed; no director meeting fees are noted beyond retainers/committee fees.
- No director-specific legal proceedings or SEC investigations disclosed; company-wide sustainability and governance highlights include no bribery/corruption or anti-competitive claims in 2024.
- Say-on-pay approval of NEO compensation was 99.1% in 2024 (executive program signal, not director pay).