Yon Jorden
COHUAbout Yon Y. Jorden
Independent director at Cohu since 2021; age 70 with approximately 4 years of board tenure as of the 2025 annual meeting . She serves on Cohu’s Audit Committee and Nominating & Governance Committee, and is designated an “audit committee financial expert” under SEC guidelines; the board deems her independent under Nasdaq rules . Jorden is a retired public-company CFO (AdvancePCS 2002–2004) and previously held CFO roles at Informix, Oxford Health Plans, and WellPoint, bringing deep finance and public company governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AdvancePCS | EVP & Chief Financial Officer | 2002–2004 | Senior finance leadership in healthcare services |
| Informix; Oxford Health Plans; WellPoint | Chief Financial Officer (CFO) | Not disclosed | Public company CFO experience across tech and healthcare |
| Maxwell Technologies, Inc. | Director | 2008–2017 | Board and audit oversight experience |
| Magnetek, Inc. | Director | 2004–2013 | Board committee leadership experience |
| U.S. Oncology | Director | 2008–2010 | Healthcare governance experience |
| BioScrip | Director | 2014–2015 | Board service in healthcare services |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Alignment Healthcare, Inc. | Director; Audit Committee Chair | Jan 2022 | Current public company board; chairs audit committee |
| Methodist Health System (non-profit) | Director | 2008 | Long-standing non-profit board service |
| Capstone Green Energy Corp. | Director | 2017–2025 | Prior public board; service concluded in 2025 per biography |
Board Governance
- Committee assignments: Audit Committee member and Nominating & Governance Committee member; Audit Committee currently chaired by William Bendush with Jorden and Karen Rapp as members .
- Financial expert: All Audit Committee members (including Jorden) qualify as “audit committee financial experts” .
- Independence: Board determined Jorden is independent; 7 of 9 directors are independent .
- Attendance and engagement: Board held 13 meetings in FY2024; committees held 6 Audit, 6 Compensation, 5 Nominating & Governance meetings; all directors attended at least 75% of applicable meetings . Executive sessions of independent directors are held at least three times a year .
- Lead Independent Director: Steven Bilodeau; separate Chair and CEO structure in place .
- Shareholder engagement: 232 investor/prospective investor meetings in 2024, including 18 of top 25 holders .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer (Other Directors) | $60,000 | Paid quarterly |
| Audit Committee member fee | $10,000 | Annual; paid quarterly |
| Nominating & Governance Committee member fee | $5,000 | Annual; paid quarterly |
| Total cash fees (Jorden) | $75,000 | Sum of retainer + committee fees |
- Director cash fees can be deferred into Deferred Stock Units (DSUs) under the 2005 Plan; DSUs settle in stock at departure/change-in-control or elected date. In 2024, Andrew Caggia deferred 100% of cash director fees; Jorden is not noted as having DSUs .
Performance Compensation
Cohu pays directors primarily with annual RSUs (time-based; not performance-based). As part of compensation oversight, the board’s Compensation Committee uses performance-linked metrics for executives:
| Program | Metric | Target/Scale | Weighting | Vesting/Period |
|---|---|---|---|---|
| 2024 Short-Term Incentive (Executives) | Four-year rolling sales growth | Threshold 0%, Target 5%, Max >10%; payout 0/100/200% | 30% | Annual cash; executives only |
| 2024 Short-Term Incentive (Executives) | Non-GAAP pre-tax income (% of sales) | Threshold <5%, Target 15%, Max >22.5%; payout 0/100/200% | 70% | Annual cash; executives only |
| 2024 Long-Term Incentive (Executives) | Relative TSR vs Russell 2000 | 2x spread method; 0–200% earn; cap at 100% if both TSRs <0 | 60% of LTI value | 3-year performance; vests at 3rd anniversary |
- Director equity structure: RSUs with $150,000 grant value annually; shares calculated using 20-day average price; annual RSUs vest at the earlier of 1-year anniversary or next annual meeting; initial appointment grants vest in 3 equal annual installments .
- 2024 RSU grant: On June 5, 2024, Jorden received 4,918 RSUs (annual grant) .
- 2024 director stock award value (Jorden): $161,851 grant-date fair value .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Alignment Healthcare (Audit Chair) |
| Prior public boards | Capstone Green Energy (2017–2025); Maxwell Technologies; BioScrip; Magnetek; U.S. Oncology |
| Committee interlocks | None reported; no compensation committee interlocks or insider participation in FY2024 |
| Related-party transactions | None >$120,000 since start of last fiscal year; Audit Committee reviews any related-party transactions |
| Hedging/pledging | Prohibited for directors |
Expertise & Qualifications
- Audit committee financial expert designation; extensive CFO experience across multiple public companies and industries .
- Broad committee leadership history (audit, compensation, nominating & governance) across seven public boards; NACD Board Leadership Fellow, demonstrating governance commitment .
- Board-level risk oversight participation through Audit and Nominating & Governance roles; board conducts executive sessions and annual evaluations, with 30 board/committee meetings in 2024 indicating high engagement .
Equity Ownership
| Ownership as of March 21, 2025 | Shares | Common Stock Equivalents (RSUs/PSUs vesting ≤60 days) | Total | % of Shares Outstanding |
|---|---|---|---|---|
| Yon Y. Jorden | 16,473 | 4,918 | 21,391 | 0.046% (21,391 ÷ 46,540,036) |
- Unvested RSUs outstanding as of December 28, 2024: 4,918 (annual grant) .
- Director stock ownership guideline: Minimum 3x annual cash retainer to be accumulated within 3 years; directors should not sell until guideline met and maintain compliance thereafter .
- Hedging/pledging prohibited; DSU deferral program available for cash fees .
Governance Assessment
- Independence and financial oversight: Jorden’s independent status and audit financial expert designation strengthen board effectiveness and credibility with investors; she serves on two key governance committees (Audit; Nominating & Governance) .
- Engagement: Board held 13 meetings in 2024; committees active; all directors met ≥75% attendance, supporting effective oversight during a semiconductor downturn .
- Compensation alignment for directors: 2024 pay mix favors equity (approx. $161,851 equity vs $75,000 cash), aligning director incentives with shareholder value while avoiding performance-tied director pay that could impair independence .
- External commitments: Current Alignment Healthcare audit chair role adds relevant financial oversight experience; company imposes limits on other public board/committee memberships, mitigating overboarding risk .
- Conflicts and red flags: No related-party transactions reported; hedging/pledging prohibited; no compensation committee interlocks; strong say-on-pay support (99.1% approval in 2024) reflects investor alignment on compensation governance at Cohu .
- Overall signal: Governance profile is solid with independent, financially sophisticated oversight; equity alignment and robust meeting cadence support investor confidence. No material conflict indicators or attendance issues disclosed .