Jeffrey Jones
COHUAbout Jeffrey Jones
Jeffrey D. Jones is Senior Vice President, Finance and Chief Financial Officer of Cohu. He joined Cohu’s Delta Design subsidiary in July 2005 and was appointed CFO in November 2007; he was promoted to Senior Vice President, Finance & CFO on February 3, 2022. He is 63 years old as of February 5, 2025. Prior roles include Vice President & General Manager of the Systems Group at SBS Technologies and Audit Manager at Coopers & Lybrand (now PwC). Cohu’s executive pay is tied to sales growth and non-GAAP pre-tax income in the short term and relative TSR-based PSUs in the long term; cumulative TSR indices in pay-versus-performance disclosures were 170.92 (2021), 144.12 (2022), 159.14 (2023), and 120.65 (2024), evidencing cyclicality through the industry downcycle. Jones beneficially owned 193,000 Cohu shares as of March 21, 2025.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cohu, Inc. | Senior Vice President, Finance & Chief Financial Officer | Feb 3, 2022–present | Executive finance leadership; SOX certifications; oversight of reporting and controls |
| Cohu, Inc. | Vice President, Finance & Chief Financial Officer | Nov 2007–Feb 3, 2022 | Led finance during multiple cycles and integrations |
| Delta Design (Cohu subsidiary) | Vice President Finance & Controller | Jul 2005–Nov 2007 | Finance leadership at subsidiary; preparation for CFO role |
| SBS Technologies, Inc. | Vice President & General Manager, Systems Group | Not disclosed (prior to 2005) | Ran embedded systems business operations |
| Coopers & Lybrand (PwC) | Audit Manager | Not disclosed | External audit and financial reporting experience |
External Roles
No external public company directorships or committee roles for Mr. Jones are disclosed in Cohu’s filings.
Fixed Compensation
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Base Salary ($) | $358,081 | $404,232 | $432,846 | $452,231 | $455,000 |
| Committee action on base salary | — | — | — | No increase for 2024 | No change for 2025 |
Notes:
- Compensation Committee held base salaries flat in 2024 and 2025 due to semiconductor downcycle conditions.
Performance Compensation
Short-Term Incentive (STI) – 2024 Design and Outcome
| Metric | Weighting | Target | Threshold | Maximum | Payout (Jones, 2024) | Vesting/Payment |
|---|---|---|---|---|---|---|
| 4-Year Rolling Sales Growth | 30% | 5% | 0% | >10% | $0 (no 2024 STI paid) | Cash, typically paid Feb–Mar following year; must be employed at payout |
| Non-GAAP Pre-tax Income | 70% | 15% | <5% | >22.5% | $0 (no 2024 STI paid) | Cash; Committee may decrease payout |
| 2024 STI target opportunity | As % of base salary |
|---|---|
| Jones target bonus % | 75% |
| Range of possible payout | 0%–150% |
Long-Term Incentives (LTI) – 2024 Grants
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Weighting in annual LTI mix | Vesting terms | Performance metric |
|---|---|---|---|---|---|---|
| Time-based RSUs (Jones) | 3/12/2024 | 16,316 | $519,175 | 40% of LTI | Vests in 3 equal annual installments over 3 years | None (service-based) |
| Performance Stock Units (Jones, target) | 3/12/2024 | 24,474 | $831,137 | 60% of LTI | Earned 0%–200% and vest 100% on 3rd anniversary | Relative TSR vs custom comparator group, Monte Carlo valuation |
Additional design notes:
- No stock options were granted to NEOs in 2022–2024; no options outstanding or exercised in 2024, indicating a shift to RSUs/PSUs.
Equity Ownership & Alignment
Beneficial Ownership (as of March 21, 2025)
| Holder | Shares beneficially owned | Percent of class |
|---|---|---|
| Jeffrey D. Jones | 193,000 | <1% (individuals) |
Outstanding Equity Awards (as of December 28, 2024)
| Grant | Unvested RSUs (#) | Market value of unvested RSUs ($) | Unearned PSUs at target (#) | Market/Payout value of PSUs at target ($) |
|---|---|---|---|---|
| 3/15/2021 | 2,345 | $62,916 (at $26.83) | — | — |
| 3/14/2022 | 8,866 | $237,875 (at $26.83) | 17,733 | $475,776 (at $26.83) |
| 3/14/2023 | 10,890 | $292,179 (at $26.83) | 21,782 | $584,411 (at $26.83) |
| 3/12/2024 | 16,316 | $437,758 (at $26.83) | 24,474 | $656,637 (at $26.83) |
Vesting and realized value:
- 2024 shares acquired on vesting: 25,289; value realized: $792,469; shares withheld for taxes: 13,267.
Ownership policy and hedging:
- Stock ownership guideline for CFO: 2× annual base salary; all NEOs were compliant as of December 31, 2024. Hedging and pledging of company securities are prohibited.
Employment Terms
Severance and Change-in-Control Agreement Terms (current)
| Provision | Severance Agreement (no CIC) | Change-in-Control Agreement (double trigger window) |
|---|---|---|
| Cash multiple on base salary | 100% of annual base salary (lump sum) | 150% of annual base salary (lump sum) |
| Cash multiple on target bonus | — | 150% of target bonus (lump sum) |
| Pro-rated current-year bonus | — | Pro-rated target bonus for year of termination |
| COBRA premium reimbursement | 12 months | 18 months |
| Equity vesting | — | All unvested equity awards vest in full upon qualifying termination in CIC period; RSU/PSU acceleration rules differ by grant year (see below) |
| Triggers | Termination without cause (or Good Reason for CEO); double-trigger for CIC benefits | Termination without cause or Good Reason, 60 days before to 2 years after CIC |
Change-in-control equity treatment:
- RSUs/PSUs granted through 2024: accelerate and settle at change-in-control. RSUs granted beginning in 2025 accelerate only if not assumed/substituted by acquirer; PSUs beginning in 2025 accelerate at greater of target or performance achieved if they cannot reasonably be assumed/substituted.
Estimated payouts (as of December 28, 2024):
| Scenario | Total ($) | Severance ($) | Annual Bonus ($) | Medical benefits ($) | RSUs/PSUs ($) |
|---|---|---|---|---|---|
| Qualifying termination not in CIC | $502,558 | $455,000 | — | $47,558 | — |
| Qualifying termination in CIC window | $4,354,515 | $1,194,375 | $341,250 | $71,337 | $2,747,553 |
Clawback, tax gross-ups, and policies:
- Clawback policy revised October 2, 2023 to comply with Rule 10D-1/Nasdaq. No tax gross-ups on severance/CIC payments; hedging/pledging prohibited; stock option repricing prohibited.
Agreement term:
- CIC agreements had a 3-year initial term and auto-extended for two years starting September 8, 2023.
Investment Implications
- Pay-for-performance alignment appears strong: 2024 STI paid $0 to Jones despite established targets, reflecting downcycle conditions and the Committee’s at-risk design (STI metrics: 30% sales growth, 70% non-GAAP pre-tax income).
- Long-term incentives emphasize performance: 60% PSUs tied to relative TSR with 0–200% payout and three-year cliff vesting; no stock options outstanding or granted in recent years reduces near-term exercise-driven selling pressure but RSU/PSU vesting creates periodic supply.
- Ownership and retention: Jones holds 193,000 shares (<1% of outstanding) and is compliant with a 2× salary ownership guideline; hedging/pledging are prohibited, supporting alignment and lowering risk of forced selling.
- Event-driven dynamics: CIC terms include 150% salary and 150% target bonus with full equity acceleration on qualifying termination in the CIC window; equity acceleration rules tighten for 2025 awards if assumed, moderating potential overhang in M&A scenarios.
- Governance and shareholder sentiment: Say-on-pay received ~99.1% approval in 2024; clawback policy is compliant; option repricing and tax gross-ups are prohibited—signals favorable governance and reduced red-flag risk.