Note 6 - Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

6. Employee Benefit Plans

Defined Contribution Retirement Plans – Cohu maintains a defined contribution 401(k) retirement savings plan covering all salaried and hourly U.S. employees. Participation is voluntary and participants’ contributions are based on their eligible compensation. Participants in the Cohu plan receive matching contributions of 50% up to 8% of salary contributed, subject to various statutory limits. In 2022, 2021 and 2020 we made matching contributions to the plan of $2.4 million, $2.4 million and $2.3 million, respectively.

Defined Benefit Retirement Plans – Some of our employees located in Europe and Asia participate in defined benefit retirement plans. Our largest defined benefit retirement plan is the Ismeca Europe Semiconductor BVG Pension Plan which covers our employees in Switzerland (“the Swiss Plan”) and the following discussion relates solely to the Swiss Plan.

Net periodic benefit cost of the Swiss Plan was as follows:

(in thousands)	2022			2021			2020
Service cost	$	954		$	1,223		$	1,310
Interest cost		56			61			67
Expected return on assets		(128	)		(128	)		(200	)
Settlements		(487	)		72			292
Net periodic costs	$	395		$	1,228		$	1,469

The following table sets forth the projected benefit obligation, the fair value of plan assets, the funded status and the liability we have recorded in our consolidated balance sheets related to the Swiss Plan:

(in thousands)	2022			2021
Change in projected benefit obligation:
Benefit obligation at beginning of year	$	(28,765	)	$	(31,039	)
Service cost		(954	)		(1,223	)
Interest cost		(56	)		(61	)
Actuarial gain		6,043			1,179
Participant contributions		(1,459	)		(1,780	)
Benefits paid		378			436
Plan change		397			1,076
Settlements		2,426			1,653
Foreign currency exchange adjustment		362			994
Benefit obligation at end of year		(21,628	)		(28,765	)
Change in plan assets:
Fair value of plan assets at beginning of year		18,919			18,756
Return on assets, net of actuarial loss		119			207
Employer contributions		831			878
Participant contributions		1,459			1,780
Benefits paid		(378	)		(436	)
Settlements		(2,426	)		(1,653	)
Foreign currency exchange adjustment		(113	)		(613	)
Fair value of plan assets at end of year		18,411			18,919
Net liability at end of year	$	(3,217	)	$	(9,846	)

At December 31, 2022 and December 25, 2021, the Swiss Plan’s net liability is included in noncurrent accrued retirement benefits. Amounts recognized in accumulated other comprehensive loss net of tax related to the Swiss Plan consisted of an unrecognized net actuarial gains totaling $6.8 million and $0.9 million at December 31, 2022 and December 25, 2021, respectively.

Actuarial gains of $6.0 million and $1.2 million for the years ended December 31, 2022 and December 25, 2021, respectively, were due to assumption changes as well as plan experience.

Weighted-average actuarial assumptions used to determine the projected benefit obligation under the Swiss Plan are as follows:

	2022			2021
Discount rate		2.3	%		0.2	%
Compensation increase		3.0	%		1.5	%

Weighted-average assumptions used to determine net periodic benefit cost of the Swiss Plan are as follows:

	2022			2021			2020
Discount rate		2.3	%		0.2	%		0.2	%
Rate of return on assets		1.8	%		0.7	%		1.0	%
Compensation increase		3.0	%		1.1	%		1.1	%

During 2023 employer and employee contributions to the Swiss Plan are expected to total $0.9 million. Estimated benefit payments are expected to be as follows: 2023 - $1.2 million; 2024 - $1.3 million; 2025 - $1.0 million; 2026 - $1.2 million; 2027 - $1.3 million; and $6.8 million thereafter through 2032.

As is customary with Swiss pension plans, the assets of the plan are invested in a collective fund with multiple employers. We have no investment authority over the assets of the plan that are held and invested by a Swiss insurance company. Investment holdings are made with respect to Swiss laws and target allocations for plan assets are 54% debt securities and cash, 23% real estate investments, 13% alternative investments and 10% equity securities. The valuation of the collective fund assets as a whole is a Level 3 measurement; however, the individual investments of the fund are generally Level 1 (equity securities), Level 2 (fixed income) and Level 3 (real estate and alternative) investments. We determine the fair value of the plan assets based on information provided by the collective fund, through review of the collective fund’s annual financial statements. See Note 5, “Financial Instruments Measured at Fair Value” for additional information on the three-tier fair value hierarchy.

We maintain other defined benefit plans for employees located outside the U.S. for which the majority of the obligations and net periodic benefit cost were determined to be immaterial for all periods presented.

Retiree Medical Benefits – We provide post-retirement health benefits to certain executives and directors under a noncontributory plan. The net periodic benefit cost was $0.1 million in both 2022 and 2020 and was insignificant in 2021. We fund benefits as costs are incurred and as a result there are no plan assets.

The weighted average discount rate used in determining the accumulated post-retirement benefit obligation was 4.9% in 2022, 2.5% in 2021 and 2.1% in 2020. The annual rates of increase of the cost of health benefits was assumed to be 6.8% and 7.2% in 2023 for pre-65 participants and post-65 participants, respectively. This rate was then assumed to decrease 0.27% per year and 0.31% per year for pre-65 participants and post-65 participants, respectively, to 4.4% in 2032 and remain level thereafter.

Contributions to the post-retirement health benefit plan are expected to total $0.1 million in 2023. Estimated benefit payments are expected to be as follows: 2023 - $0.1 million; 2024 - $0.1 million; 2025 - $0.1 million; 2026 - $0.1 million; 2027 - $0.1 million and $0.6 million thereafter through 2032.

The following table sets forth the post-retirement benefit obligation, funded status and the liability we have recorded in our consolidated balance sheets:

(in thousands)	2022			2021
Accumulated benefit obligation at beginning of year	$	(2,097	)	$	(2,398	)
Interest cost		(51	)		(49	)
Actuarial gain		382			241
Benefits paid		109			109
Accumulated benefit obligation at end of year		(1,657	)		(2,097	)
Plan assets at end of year		-			-
Funded status	$	(1,657	)	$	(2,097	)

Deferred Compensation – The Cohu, Inc. Deferred Compensation Plan allows certain of our officers to defer a portion of their current compensation. We have purchased life insurance policies on the participants with Cohu as the named beneficiary. Participant contributions, distributions and investment earnings and losses are accumulated in a separate account for each participant. At December 31, 2022, the payroll liability to participants, included in accrued compensation and benefits in the consolidated balance sheet, was approximately $1.1 million and the cash surrender value of the related life insurance policies included in other current assets was approximately $1.4 million. At December 25, 2021, the liability totaled $1.6 million and the corresponding assets were $1.8 million.

Employee Stock Purchase Plan – The Cohu, Inc. 1997 Employee Stock Purchase Plan (“the Plan”) provides for the issuance of a maximum of 2,650,000 shares of our common stock. Under the Plan, eligible employees may purchase shares of common stock through payroll deductions. The price paid for the common stock is equal to 85% of the fair market value of our common stock on specified dates. During the last three years we issued shares under the Plan as follows: 2022 - 160,855; 2021 - 161,351 and 2020 - 242,633. At December 31, 2022, there were 346,498 shares available for issuance under the Plan.

Employee Stock Benefit Plans – Our 2005 Equity Incentive Plan (“2005 Plan”) is a broad-based, long-term retention program intended to attract, motivate, and retain talented employees as well as align stockholder and employee interests. Awards that may be granted under the program include, but are not limited to, non-qualified and incentive stock options, restricted stock units, and performance stock units. We settle employee stock option exercises, employee stock purchase plan purchases, and the vesting of restricted stock units, and performance stock units with newly issued common shares. At December 31, 2022, there were 914,705 shares available for future equity grants under the 2005 Plan.

Stock Options

Under the 2005 Plan stock options may be granted to employees, consultants and outside directors to purchase a fixed number of shares of our common stock at prices not less than 100% of the fair market value at the date of grant. Options generally vest and become exercisable after one year or in four annual increments beginning one year after the grant date and expire ten years from the grant date. We have historically issued new shares of Cohu common stock upon share option exercise.

During 2022, 2021 and 2020 no stock options were granted and the activity under our share-based compensation plans was as follows:

	2022					2021					2020
(in thousands, except per share data)	Shares			Wt. Avg. Ex. Price		Shares			Wt. Avg. Ex. Price		Shares			Wt. Avg. Ex. Price
Outstanding and exercisable, beginning of year		12		$	9.44		262		$	10.01		363		$	10.27
Exercised		(12	)	$	9.44		(250	)	$	10.03		(101	)	$	10.95
Outstanding and exercisable, end of year		-		$	-		12		$	9.44		262		$	10.01

The aggregate intrinsic value of options exercised was $0.2 million in 2022, $8.4 million in 2021, and $1.3 million in 2020. At December 31, 2022, we had no stock options exercisable and outstanding.

Restricted Stock Units

Under our equity incentive plans, restricted stock units (“RSUs”) may be granted to employees, consultants and outside directors. Restricted stock units vest over a one-year, two-year or a four-year period from the date of grant. Prior to vesting, restricted stock units do not have dividend equivalent rights, do not have voting rights and the shares underlying the restricted stock units are not considered issued and outstanding. New shares of our common stock will be issued on the date the restricted stock units vest net of the statutory tax withholding requirements to be paid by us on behalf of our employees. As a result, the actual number of shares issued will be fewer than the actual number of RSUs outstanding at December 31, 2022.

Restricted stock unit activity under our share-based compensation plans was as follows:

	2022					2021					2020
(in thousands, except per share data)	Units			Wt. Avg. Fair Value		Units			Wt. Avg. Fair Value		Units			Wt. Avg. Fair Value
Outstanding, beginning of year		1,058		$	21.16		1,414		$	15.16		1,328		$	17.05
Granted		431		$	27.74		270		$	41.66		779		$	14.02
Released		(474	)	$	19.94		(579	)	$	16.23		(621	)	$	17.48
Cancelled		(46	)	$	24.33		(47	)	$	18.96		(72	)	$	17.59
Outstanding, end of year		969		$	24.55		1,058		$	21.16		1,414		$	15.16

Equity-Based Performance Stock Units

We grant performance stock units (“PSUs”) to certain senior executives as a part of our long-term equity compensation program. The number of shares of common stock that will ultimately be issued to settle PSUs granted ranges from 0% to 200% of the number granted and is determined based on certain performance criteria over a three-year measurement period. The performance criteria for the PSUs are based on a combination of our annualized Total Shareholder Return (“TSR”) for the performance period and the relative performance of our TSR compared with the annualized TSR of certain peer companies for the performance period. PSUs granted vest 100% on the third anniversary of their grant, assuming achievement of the applicable performance criteria.

We estimated the fair value of the PSUs using a Monte Carlo simulation model on the date of grant. Compensation expense is recognized over the requisite service period. New shares of our common stock will be issued on the date the PSUs vest net of the minimum statutory tax withholding requirements to be paid by us on behalf of our employees.

PSU activity under our share-based compensation plans was as follows:

	2022					2021					2020
(in thousands, except per share data)	Units			Wt. Avg. Fair Value		Units			Wt. Avg. Fair Value		Units			Wt. Avg. Fair Value
Outstanding, beginning of year		384		$	22.22		425		$	15.51		364		$	18.72
Granted		151		$	33.22		93		$	51.43		200		$	13.18
Released		(55	)	$	14.11		(125	)	$	21.77		(39	)	$	21.40
Cancelled		(77	)	$	15.94		(9	)	$	14.04		(100	)	$	20.25
Outstanding, end of year		403		$	28.64		384		$	22.22		425		$	15.51

Share-based Compensation – We estimate the fair value of stock options and RSUs on the grant date using the Black-Scholes valuation model. The estimated fair value of PSUs is determined on the grant date using the Monte Carlo simulation valuation model. Option valuation models require the input of highly subjective assumptions and changes in the assumptions used can materially affect the grant date fair value of an award. These assumptions for the Black-Scholes model include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected life of the award. The risk-free rate of interest is based on the U.S. Treasury rates appropriate for the expected term of the award as of the grant date. Expected dividends are based primarily on historical factors related to our common stock. Expected volatility is based on historic weekly stock price observations of our common stock during the period immediately preceding the share-based award grant that is equal in length to the award’s expected term. We believe that historical volatility is the best estimate of future volatility. Expected life of the award is based on historical option exercise data. The Monte Carlo simulation model incorporates assumptions for the risk-free interest rate, Cohu and the selected peer group price volatility, the correlation between Cohu and the selected index, and dividend yields. Share-based compensation expense related to restricted stock unit awards is calculated based on the market price of our common stock on the date of grant, reduced by the present value of dividends expected to be paid on our common stock prior to vesting of the restricted stock unit. Cohu’s Board of Directors authorized suspending our quarterly cash dividend indefinitely, as of May 5, 2020. All awards granted in 2022, 2021 and 2020 exclude the assumption of dividend payments and the estimated fair value awards granted in prior years, when dividends were paid, are unchanged.

The following weighted average assumptions were used to value share-based awards granted:

Employee Stock Purchase Plan	2022			2021			2020
Dividend yield		0.0	%		0.0	%		0.5	%
Expected volatility		45.6	%		58.3	%		67.1	%
Risk-free interest rate		1.2	%		0.1	%		1.1	%
Expected term (years)		0.5			0.5			0.5
Weighted-average grant date fair value per share	$	8.79		$	9.42		$	6.01

Restricted Stock Units	2022			2021			2020
Dividend yield		0.0	%		0.0	%		0.0	%

Reported share-based compensation is classified in the consolidated financial statements as follows:

(in thousands)	2022			2021			2020
Cost of sales	$	646		$	828		$	893
Research and development		3,100			3,017			3,245
Selling, general and administrative		11,172			9,947			10,096
Share-based compensation of continuing operations		14,918			13,792			14,234
Income tax benefit		(4,004	)		(722	)		(963	)
Total share-based compensation, net of tax	$	10,914		$	13,070		$	13,271

We account for forfeitures of plan-based awards as they occur. At December 31, 2022, we had approximately $21.6 million of pre-tax unrecognized compensation cost related to unvested restricted stock units and performance stock units which is expected to be recognized over a weighted-average period of approximately 2.3 years.