William Bendush
COHUAbout William E. Bendush
Independent director at Cohu since 2011, age 76, and currently Audit Committee Chair and member of the Nominating & Governance Committee. Former Senior Vice President and CFO of Applied Micro Circuits (AMCC), with extensive board service across semiconductor companies; qualifies as an “audit committee financial expert” under SEC rules. Tenure on Cohu’s board is 14 years as of the 2025 meeting, reflecting deep finance, risk oversight, and semiconductor industry expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied Micro Circuits Corporation (AMCC) | SVP & Chief Financial Officer | 1999–2003 | Led finance for an S&P 500 constituent; complex global reporting |
| Microsemi Corporation | Director | 2003–2018 | Chaired Compensation and Nominating & Governance committees during portions of tenure; audit committee service |
| Conexant Systems, Inc. | Director | 2008–2011 | Board oversight in semiconductor sector |
| Smartflex Systems, Inc. | Director | 1993–1999 | Board oversight in electronics/manufacturing |
External Roles
| Company | Current Public Board | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships listed for Bendush |
Board Governance
- Independence: Board annually determined Bendush is independent under Nasdaq/SEC standards; all Audit, Compensation, and Nominating & Governance committee members are independent and Audit members meet additional independence requirements .
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member. Audit/Comp/NGC meetings held in FY2024 were 6/6/5 respectively; total board meetings were 13 .
- Attendance: Each director attended at least 75% of board/committee meetings for the period served; all continuing directors attended the 2024 annual meeting (virtually) .
- Lead Independent Director and executive sessions: The Board has a Lead Independent Director (Bilodeau); executive sessions of independent directors held at least three times per year .
- Engagement: Company conducted 232 investor/prospective investor meetings in 2024, with regular reporting to the Board and its committees .
- Governance safeguards: Hedging/pledging of company stock prohibited; majority voting for directors; annual evaluations; separate Chair and CEO; robust risk oversight including cybersecurity .
Fixed Compensation
| Component | FY2024 Amount/Policy | Detail |
|---|---|---|
| Annual cash retainer – Other Directors | $60,000 | Paid quarterly |
| Lead Independent Director retainer | $80,000 | Paid quarterly |
| Chairperson of the Board retainer | $110,000 | Paid quarterly |
| Audit Committee Chair fee | $25,000 | Paid quarterly |
| Nominating & Governance Committee member fee | $5,000 | Paid quarterly |
| Travel reimbursement | As incurred | Out-of-town travel and reasonable expenses reimbursed |
| William E. Bendush – FY2024 cash fees | $90,000 | Audit Chair + board retainer/committee fees |
Performance Compensation
| Equity Program Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (standard) | $150,000 value | One-year vest; shares issued on earlier of 1-year anniversary or next annual meeting | Value set via 20-day average closing price |
| Initial appointment RSU grant | $150,000 prorated | Three equal annual installments | Subject to continued service |
| 2024 RSU grant (Bendush) | 4,918 RSUs (June 5, 2024) | Annual grant standard vesting | Grant number disclosed; fair value recognized per ASC 718 |
| Change-in-control treatment | Acceleration if awards not assumed/substituted | As defined in 2005 Plan | Applies to director equity; RSUs may accelerate on change-in-control |
Director Compensation (trend check)
| Metric | FY2019 | FY2021 | FY2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $91,471 | $88,962 | $90,000 |
| Stock Awards ($) | $123,339 | $149,997 | $161,851 |
| Total ($) | $214,810 | $238,959 | $251,851 |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Microsemi Corp. | Semiconductor | Director; committee chair roles | Acquired in 2018; no current interlocks disclosed |
| Conexant Systems, Inc. | Semiconductor | Director | Prior role; no current interlocks disclosed |
| Smartflex Systems, Inc. | Electronics | Director | Prior role; no current interlocks disclosed |
Expertise & Qualifications
- Finance/accounting leadership for complex global organizations; audit committee leadership across multiple public companies; qualifies as audit committee financial expert .
- Broad semiconductor industry knowledge and risk management experience; matrix shows Finance & Accounting, M&A, and risk management competencies .
- Global business experience and leadership background supportive of Audit Chair responsibilities .
Equity Ownership
| Holder | Beneficially Owned Common Stock | Common Stock Equivalents (within 60 days) | Total | Reference Basis |
|---|---|---|---|---|
| William E. Bendush | 34,162 | 4,918 | 39,080 | 46,540,036 shares outstanding as of Mar 21, 2025 |
| Unvested RSUs (as of 12/28/2024) | 4,918 | — | — | Unvested RSUs outstanding in footnotes |
Stock ownership guidelines for directors require holding shares with a value equal to 3× annual cash retainer, with restrictions on sales until guidelines are met; deferral into DSUs is available by election under the 2005 Plan .
Governance Assessment
- Strengths: Independent Audit Chair with CFO pedigree; qualifies as audit committee financial expert; consistent attendance; robust governance framework (clawback for executives, hedging/pledging ban, majority voting, independent sessions) bolsters investor confidence .
- Alignment: Director equity grants and ownership guidelines promote skin-in-the-game; Bendush held 39,080 shares/equivalents as of the 2025 record date; FY2024 equity award of 4,918 RSUs ties compensation to long-term stock value .
- Conflicts/related-party: Company reports no related-party transactions >$120,000 since the beginning of the last fiscal year; Audit Committee reviews related-party matters; hedging/pledging prohibited—no pledging disclosed for directors .
- Attendance/engagement: Board held 13 meetings and committees held 17 in FY2024; all directors met ≥75% attendance; investor outreach (232 meetings) informs board oversight .
- RED FLAGS: None disclosed specific to Bendush. Note: Cohu’s retirement policy permits certain directors over 75 to stand for one additional term with NGC/Board determination (applied explicitly to Mr. Donahue’s nomination); no adverse independence or filing issues reported for Bendush in recent years .
Overall: Bendush’s deep finance and audit credentials, independence, and consistent attendance support board effectiveness in financial oversight and risk management. Compensation is balanced between fixed fees and standardized RSU grants, with ownership guidelines reinforcing alignment. No conflicts or related-party exposures are reported, reducing governance risk .