Form 4: Cohu CFO Receives Equity Awards, Sells Shares for Tax

Cohu's Senior VP Finance and CFO, Jeffrey D. Jones, reported the acquisition of performance and restricted stock units and a sale of common stock for tax obligations.

Summary

• Jeffrey D. Jones, Senior VP Finance & CFO of Cohu Inc. (COHU), reported transactions on March 10 and March 11, 2026.
• Acquired 26,969 Performance Stock Units (PSUs) on March 10, 2026, which convert one-for-one into common stock upon vesting, contingent on achieving specified total shareholder return goals over three years, with actual vesting ranging from 0% to 200% of the target.
• Acquired 26,969 Restricted Stock Units (RSUs) on March 10, 2026, which vest in four equal annual installments, converting one-for-one into common stock.
• Disposed of 5,576 shares of Common Stock on March 11, 2026, to cover tax obligations upon the vesting of previously granted Restricted Stock Units.
• Following these transactions, Mr. Jones beneficially owns 364,628 Performance Stock Units, 391,597 Restricted Stock Units, and 386,021 shares of Common Stock (including 188,486 previously reported RSUs).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development. The grant of performance and restricted stock units aligns the CFO's interests with long-term shareholder value, which is generally positive for corporate governance and investor confidence. The tax-related sale is a routine event.

Positives

• The grant of 26,969 Performance Stock Units (PSUs) aligns the CFO's compensation directly with the company's total shareholder return, incentivizing long-term performance.
• The grant of 26,969 Restricted Stock Units (RSUs) promotes executive retention through a multi-year vesting schedule.

Risks

• The actual number of shares vesting from Performance Stock Units can range from 0% to 200% of the target amount, depending on the achievement of specified performance goals, introducing variability in executive compensation.
• Failure to meet specified performance goals for PSUs or continued service requirements for RSUs would result in forfeiture of the awards.

Future Outlook

Performance Stock Units are tied to future achievement of specified total shareholder return goals, measured on the third anniversary of the grant date. Restricted Stock Units will vest in four equal annual installments, contingent on continued service.

Industry Context

StockSavvy.ai notes that the grant of performance-based and time-based equity awards to senior executives like the CFO is a standard practice across various industries, aligning management incentives with shareholder value creation and promoting executive retention.

Comparison to Industry Standards

• This filing reports a routine insider transaction related to executive compensation. Specific comparisons to other companies' executive compensation packages or project results are beyond the scope of a Form 4 filing, which focuses solely on the change in beneficial ownership for a single individual. Therefore, direct comparisons are not provided within this document.

Stakeholder Impact

• Shareholders: The equity awards align the CFO's financial interests with shareholder returns, potentially leading to more focused long-term strategic decisions.
• Employees: The compensation structure for a key executive may influence overall company compensation philosophy and employee morale, though this filing is specific to one individual.

Next Steps

• Performance Stock Units will be earned and measured on the third anniversary of the grant date (March 10, 2029), contingent on achieving specified performance goals.
• Restricted Stock Units will vest in four equal annual installments, beginning on the anniversary of the grant date (March 10, 2027, 2028, 2029, 2030), assuming continued service.

Key Dates

Keywords

Cohu Inc., COHU, Form 4, insider transaction, CFO, equity awards, performance stock units, restricted stock units, executive compensation, stock ownership