Karen Rapp
COHUAbout Karen M. Rapp
Independent director since 2024; age 57; serves on Cohu’s Audit Committee and is designated an SEC “audit committee financial expert.” Former CFO of National Instruments (2017–Jan 2023) with prior senior roles at NXP and Freescale, and currently a director at Microchip Technology (Compensation Chair; Audit member) and Plexus Corp. (Compensation and Audit member). Holds NACD Director Certification; Board determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Instruments Corporation | Chief Financial Officer | 2017 – Jan 2023 | Led finance; public company CFO experience |
| NXP Semiconductors N.V. | SVP Corporate Development | Prior to 2017 | Corporate development leadership |
| Freescale Semiconductor | CIO; Director Ops & Finance, Global Sales & Marketing | 2010 – 2015 | IT leadership and sales/finance operations |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Microchip Technology Incorporated | Director | 2021 | Compensation Committee Chair; Audit Committee member |
| Plexus Corp. | Director | 2018 | Compensation Committee member; Audit Committee member |
| NACD | Director Certification | — | NACD Director Certification credential |
Board Governance
- Independence: Board determined Rapp is independent; all Audit/Compensation/NGC members are independent .
- Committee assignments: Audit Committee member; Audit Committee comprises Bendush (Chair), Rapp, Jorden .
- Financial expertise: Qualifies as “audit committee financial expert” (SEC) .
- Attendance and engagement: Board held 13 meetings in FY2024; each director attended ≥75% of Board/committee meetings; 30 total Board and committee meetings noted in governance highlights .
- Executive sessions: Independent directors hold executive sessions at least three times per year .
- Years of service: 1 year as of the 2025 annual meeting .
- Policies: Hedging and pledging prohibited; annual Board/committee self-evaluations; majority voting for directors .
Fixed Compensation
| Component | Policy/Amount | 2024 Amount (Rapp) |
|---|---|---|
| Annual cash retainer (Other Directors) | $60,000 per year | $45,000 (pro‑rated after May 6, 2024 appointment) |
| Committee member fee – Audit | $10,000 per year | Included in total fees |
| RSU – Initial appointment | Prorated to $150,000 value; vests in 3 equal annual installments | 403 RSUs granted May 6, 2024 |
| RSU – Annual grant | $150,000 value; vests by next annual meeting/1‑yr anniversary | 4,918 RSUs granted June 5, 2024 |
| 2024 Director compensation mix | Cash vs Equity | Cash $45,000; Stock awards $173,506; Total $218,506 (≈20.6% cash / 79.4% equity) |
Vesting details: Initial appointment RSUs vest in three equal annual installments; annual RSUs vest over ~one year (earlier of one‑year anniversary or next annual meeting); RSUs may accelerate upon a change in control per plan terms .
Performance Compensation
Directors do not have performance‑based cash incentives or PSUs; equity is time‑based RSUs (no TSR/revenue/ESG metrics) .
| Component | Performance Metric | Weight | Period | Notes |
|---|---|---|---|---|
| Director equity | None (time‑based RSUs) | — | Annual | No PSUs/options for directors disclosed |
Other Directorships & Interlocks
- Current boards: Microchip Technology (Comp Chair; Audit member); Plexus Corp. (Comp and Audit member) .
- Related-party transactions: None >$120,000 involving directors or >5% holders since start of last fiscal year; Audit Committee reviews/approves any related party transactions per charter .
- Limits on outside boards/committees: Company has limitations policy; Board composition includes 7 independent directors .
Expertise & Qualifications
- Finance/accounting depth; public company CFO experience; SEC audit committee financial expert .
- Semiconductor industry experience and corporate strategy background .
- NACD cybersecurity oversight training noted for several directors; Board oversight of cybersecurity risks; Audit Committee oversight of internal control and cybersecurity risk management .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficially owned common stock | — (none reported) |
| Common stock equivalents (vestable within 60 days) | 5,053 |
| Ownership as % of shares outstanding | ≈0.0109% (5,053 ÷ 46,540,036) |
| Unvested RSUs outstanding (Dec 28, 2024) | 5,321 |
| Pledged/Hedged shares | Hedging/pledging prohibited by policy |
Director stock ownership guidelines: Must accumulate and hold ≥3× annual cash retainer within three years of appointment; directors should not sell until guideline met, and then not below limits; Rapp is within the accumulation window as a 2024 appointee .
Governance Assessment
-
Strengths
- Independent director; SEC audit committee financial expert; member of Audit Committee with robust charter responsibilities .
- High attendance standards met; structured executive sessions; majority voting; strong shareholder engagement program (232 meetings in 2024) .
- Director pay primarily equity‑based (≈79% of 2024 total), aligning interests; clear ownership guidelines .
- No related‑party transactions; hedging/pledging prohibited; option repricing prohibited .
-
Watch‑items
- Multiple external public boards (2) increase time commitments; company has limits policy and Board conducted 30 meetings in 2024 requiring significant engagement .
- Industry interlocks via Microchip/Plexus could present informational overlaps; however, no related‑party transactions disclosed and independence affirmed .
-
Investor confidence signals
- Strong recent Say‑on‑Pay support (99.1% approval in 2024), indicating broad endorsement of compensation governance framework overseen by independent committees .
Overall, Rapp brings domain‑relevant finance and semiconductor experience, audit expertise, and multi‑board governance perspective, with clear independence and alignment via equity‑heavy director pay and ownership guidelines; no conflicts or red flags are disclosed in the latest proxy .