Nina Richardson
COHUAbout Nina L. Richardson
Independent director at Cohu since 2019; age 66. Serves on the Compensation Committee. Background includes COO of GoPro (2013–2015), senior operations roles at Flex, and Managing Director of Three Rivers Energy (co‑founded in 2004; sold in Oct 2024). Current public directorships: Resideo Technologies and Silicon Laboratories. Board designates her as independent under Nasdaq and SEC rules. Skills span engineering, manufacturing, supply chain, global operations, HCM, M&A and risk oversight per board skills matrix.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoPro, Inc. | Chief Operating Officer | Feb 2013 – Feb 2015 | Senior operating leadership during high growth phase |
| Flex Ltd. | Executive roles in global electronics manufacturing | Not disclosed | Led operations with 1,000+ employees across multiple geographies |
| Three Rivers Energy, Inc. | Co‑founder (2004), Managing Director; sold to Pilot Power | Through Oct 2024 | Co‑founded and led to exit in 2024 |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Silicon Laboratories Inc. | Director | Since Jan 2016 | Not disclosed in COHU proxy |
| Resideo Technologies, Inc. | Director | Since Oct 2018 | Not disclosed in COHU proxy |
| Tonal (private) | Director | Not disclosed | Private technology company board |
| ExploraMed V (incubator) | Member, Board of Managers | Not disclosed | Not disclosed |
| Eargo, Inc. | Former Director | 2020–2022 | Former role |
| Zayo Group Holdings, Inc. | Former Director | 2015–2018 | Former role |
| Callidus Software, Inc. | Former Director | 2017–2018 | Former role |
| Silicon Graphics International Corp. | Former Director | 2016 | Former role |
Board Governance
- Independence: Board determined Ms. Richardson is independent; all directors on Audit, Compensation, and Nominating & Governance (NGC) committees are independent; Audit/Comp committees meet enhanced independence standards.
- Committee assignments: Member, Compensation Committee. Lead Independent Director is Steven J. Bilodeau.
- Attendance and engagement: Board held 13 meetings in 2024 (30 total Board/committee meetings); each director attended ≥75% of applicable meetings; directors encouraged to attend annual meetings.
- Executive sessions: Independent directors hold executive sessions at least three times per year.
- Governance practices: Majority voting for directors; separate Chair/CEO; Lead Independent Director; annual evaluations; hedging/pledging prohibited; strong shareholder engagement.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Other Directors) | $60,000 | Paid quarterly |
| Compensation Committee member fee | $7,500 | Paid quarterly |
| Total cash fees earned (Richardson) | $67,500 | Matches retainer + committee fee |
2024 director compensation for Ms. Richardson:
- Fees Earned or Paid in Cash: $67,500; Stock Awards (grant date fair value): $161,851; Total: $229,351.
Performance Compensation (Director Equity)
| Equity Element | Grant/Value | Mechanics | Vesting |
|---|---|---|---|
| Annual RSU grant (standard) | Target $150,000 | Granted under 2005 Plan; FMV uses 20‑day average price | Vests over ~1 year; shares issued at earlier of 1‑yr anniversary or next AGM; CIC acceleration possible per plan |
| 2024 RSU grant (Richardson) | 4,918 RSUs (granted Jun 5, 2024) | Annual director grant alongside other non‑employee directors | As above |
| 2024 Stock Awards (fair value) | $161,851 | ASC 718 grant‑date fair value | As above |
Notes:
- Directors may defer cash fees into DSUs; DSUs settle in stock upon separation/CIC/future date; Ms. Richardson had DSUs outstanding as of 12/28/24 (see Equity Ownership).
- No performance metrics are tied to director equity; awards are time‑based RSUs.
Other Directorships & Interlocks
- Current public boards: Silicon Laboratories Inc.; Resideo Technologies, Inc.
- Compensation Committee Interlocks: None during FY2024; no Cohu executive served on boards/comp committees of companies with reciprocal relationships.
- Related-party exposure: Company reports no related party transactions >$120,000 since the beginning of the last fiscal year.
Expertise & Qualifications
- Board skills matrix indicates Ms. Richardson contributes across Industry Knowledge, Public Company Board Experience, Leadership, Global Business, Operations, Human Capital Management, M&A, and Risk Management.
- Biography highlights deep experience in engineering, manufacturing, sales, supply chain, and global operations; prior executive roles across consumer electronics, technology, and manufacturing sectors.
Equity Ownership
| Holder | Beneficially Owned Common | Common Stock Equivalents (vest ≤60 days) | Total | Notes |
|---|---|---|---|---|
| Nina L. Richardson | 23,395 | 4,918 | 28,313 | Beneficially owned includes 11,992 DSUs under 2005 Plan |
| Shares outstanding (for % context) | 46,540,036 | — | — | As of Mar 21, 2025 |
Ownership alignment and policies:
- Director stock ownership guideline: 3× annual cash retainer to be accumulated over 3 years; no sales until guideline met; once met, sales should not reduce below guideline.
- Hedging and pledging of company stock prohibited for directors.
Say‑on‑Pay & Shareholder Feedback
| Item | 2025 AGM Result | 2024 AGM Result |
|---|---|---|
| Say‑on‑Pay (advisory) | For: 39,375,330; Against: 752,488; Abstain: 199,984; Broker non‑votes: 2,965,132 | ~99.1% of votes cast approved 2023 NEO pay (advisory) |
Additional 2025 AGM outcomes:
- Director elections (Class 3): Bilodeau For 38,747,100; Against 1,518,537; Donahue For 37,860,160; Against 2,373,640; Mattes For 39,973,447; Against 291,873; broker non‑votes noted.
- Auditor ratification (EY LLP): For 41,487,927; Against 1,753,414; Abstain 51,593.
Compensation Committee Analysis
- Composition: Steven J. Bilodeau (Chair), Andreas W. Mattes, Nina L. Richardson.
- Use of independent advisor: Compensia advises the committee; retained directly; provides no other services; committee assessed advisor independence and found no conflicts.
- Responsibilities include executive pay decisions, director pay recommendations, equity and benefits oversight, stock ownership monitoring, and annual charter/performance review.
- Interlocks/insider participation: None in FY2024.
Risk Indicators & Policies
- Clawback policy adopted Oct 2, 2023 to comply with Exchange Act Rule 10D‑1/Nasdaq; recovery of erroneously awarded incentive compensation from “Affected Officers” upon restatement.
- Hedging/pledging prohibited for directors/officers/employees.
- Related-party transactions: None reported ≥$120,000 in last fiscal year; audit committee reviews any such matters; code and guidelines require disclosure/recusal on conflicts.
Governance Assessment
- Positives: Independent director with deep operating and supply chain expertise; active service on the Compensation Committee; solid attendance culture (≥75%); robust governance framework (majority voting, separate Chair/CEO, Lead Independent Director, executive sessions); meaningful equity component in director pay (~71% of 2024 comp), plus ownership guidelines; strong shareholder support for pay programs.
- Considerations: Multiple external public boards (Resideo, Silicon Labs) warrant continued monitoring for bandwidth; company discloses no related‑party transactions and prohibits hedging/pledging, mitigating alignment risks.
Appendices
2024 Director Compensation (Cohu Non‑Employee Directors)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Nina L. Richardson | 67,500 | 161,851 | — | 229,351 |
Director Cash & Equity Program (2024)
| Item | Amount / Terms |
|---|---|
| Annual cash retainer – Other Directors | $60,000 |
| Committee member fees | Audit $10,000; Compensation $7,500; NGC $5,000 |
| Committee chair fees | Audit $25,000; Compensation $16,500; NGC $10,000 |
| Lead Independent Director retainer | $80,000 |
| Annual RSU grant | Target value $150,000 |
| 2024 RSUs granted (Richardson) | 4,918 units on Jun 5, 2024 |
Beneficial Ownership (as of Mar 21, 2025)
| Holder | Beneficially Owned Common | Common Stock Equivalents (≤60 days) | Total |
|---|---|---|---|
| Nina L. Richardson | 23,395 | 4,918 | 28,313 |
| Note | Includes 11,992 DSUs within Beneficially Owned Common | — | — |
| Shares outstanding | 46,540,036 | — | — |