Steven Bilodeau
COHUAbout Steven J. Bilodeau
Independent director at Cohu since 2009 (age 66), currently serving as Lead Independent Director (first appointed May 2018) and Chair of the Compensation Committee, with additional membership on the Nominating & Governance Committee . Background includes CEO and Chair experience in semiconductors (Standard Microsystems Corporation/SMSC), extensive board leadership, and international operations and governance expertise . He is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Microsystems Corporation (SMSC) | President & CEO; Director; Chairperson of the Board | CEO 1999–2008; Director 1999–2012; Chair 2000–2012 | Led a semiconductor manufacturer; board leadership |
| Maxwell Technologies, Inc. | Director; Chairperson | Director May 2016–May 2019; Chair May 2017–May 2019 (until sale to Tesla) | Board leadership through acquisition by Tesla |
| NuHorizons Electronic Corp. | Director | 2009–2011 | Board service |
| Conexant Systems, Inc. | Director | 2004–2011 | Board service |
| Gennum Corporation | Director | 2008–2012 | Board service |
External Roles
| Organization | Role | Current/Prior | Committees/Notes |
|---|---|---|---|
| — | — | No current public company boards disclosed | Current “Other Public Boards” column for Bilodeau is blank |
Board Governance
- Class 3 director nominated for re‑election; term would expire in 2028 if elected .
- Committee assignments: Compensation Committee Chair; Nominating & Governance Committee member; Lead Independent Director role .
- Independence: Yes (determined annually under Company guidelines and Nasdaq rules) .
- Attendance and engagement: Board held 13 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; committees met Audit (6), Compensation (6), N&G (5); independent directors meet in executive session at least three times a year .
- Risk oversight: Audit oversees financial reporting, compliance, cybersecurity; Compensation oversees comp-related risk; N&G oversees board organization/governance; full Board reviews strategic/operational risk .
- Governance practices: Separate Chair/CEO; hedging & pledging prohibited; majority voting standard; Lead Independent Director; annual evaluations; strong investor engagement (232 meetings in 2024) .
Fixed Compensation
2024 Director cash and equity compensation (grant date fair value):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Steven J. Bilodeau | 101,500 | 161,851 | — | 263,351 |
Cash compensation structure in 2024 (paid quarterly):
| Component | Amount |
|---|---|
| Annual Retainer – Lead Independent Director | $80,000 |
| Compensation Committee Chair Fee | $16,500 |
| Nominating & Governance Committee Member Fee | $5,000 |
Notes: Non‑employee directors receive RSUs with $150,000 annual grant value; initial appointment grants are prorated; fair market value is 20‑day average closing price .
Performance Compensation
Non‑employee directors receive time‑based RSUs; no performance‑conditioned awards (PSUs) for directors are disclosed.
| Item | Detail |
|---|---|
| Annual Director RSU Grant | $150,000 value; vests over ~1 year; shares issued at 1‑year anniversary or next Annual Meeting |
| Grant Date & Shares | June 5, 2024: 4,918 RSUs awarded to each of Bilodeau and other named directors |
| Vesting | Time‑based; RSUs may be accelerated upon change in control under 2005 Plan |
| Deferral (DSUs) | Directors may irrevocably elect to defer cash fees into DSUs; settled upon board departure, change‑in‑control, or chosen future date |
No director performance metrics (revenue, EBITDA, TSR, ESG) tied to director compensation are disclosed; PSUs/Monte Carlo and TSR metrics apply to executives, not non‑employee directors .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Bilodeau |
| Notable interlocks | Historical overlap with Andrew M. Caggia (Cohu director) who was SMSC CFO and director; indicates shared prior company network |
No related‑party transactions involving Bilodeau are disclosed in the proxy excerpts reviewed.
Expertise & Qualifications
- Industry knowledge: Semiconductor equipment and broader semiconductor markets .
- Public company board experience; leadership (CEO/president) .
- Deep technology/customer knowledge; global operations; operations experience; human capital and compensation oversight; M&A; risk management .
- Board states his qualifications include executive and board experience in high‑tech and semiconductors, international operations, strategy, and corporate governance .
Equity Ownership
Beneficial ownership and alignment (as of March 21, 2025 unless noted):
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned common stock | 54,881 shares | SEC definition of beneficial ownership |
| Common stock equivalents (within 60 days) | 4,918 | Typically vesting RSUs/PSUs within 60 days |
| Total | 59,799 | Less than 1% of outstanding shares |
| Shares outstanding (reference) | 46,540,036 | Basis for percent calculations |
| Unvested RSUs outstanding (12/28/2024) | 4,918 | Director RSU awards outstanding |
| DSUs outstanding (12/28/2024) | 28,480 | Deferred stock units from fee deferrals |
Ownership policies:
- Directors must accumulate stock equal to 3x annual cash retainer; prohibited from selling until guidelines met; hedging and pledging prohibited .
Governance Assessment
- Strengths: Lead Independent Director role and Compensation Committee Chair provide strong independent oversight of pay, succession, and human capital risks; independent status reaffirmed; robust board engagement and formal risk oversight across committees; prohibition on hedging/pledging; director equity grants and DSU deferrals support alignment; majority voting for directors enhances accountability .
- Compensation alignment: Director pay is a mix of modest cash retainers plus time‑based RSUs; no meeting fees; structure is vanilla and avoids risk‑promoting incentives for directors .
- Shareholder signals: Company’s executive Say‑on‑Pay received ~99.1% approval for 2023, indicating strong investor support of compensation philosophy overseen by the Compensation Committee .
- Watch items: Long tenure (since 2009) can contribute to continuity but may raise concerns about entrenchment; historical network overlap with another director (SMSC with Caggia) could introduce perceived group‑think risk—no related‑party transactions disclosed .
- RED FLAGS: None disclosed regarding attendance (met ≥75%), pledging/hedging (prohibited), option repricing (prohibited for stock options), or related‑party transactions; no indications of clawback issues or low Say‑on‑Pay support .
Overall, Bilodeau’s independent leadership and compensation governance roles, coupled with equity ownership and DSUs, support investor confidence; monitoring tenure dynamics and prior‑company interlocks remains prudent .