Cohu Inc DEF 14A, filed Apr 2, 2026

Cohu Inc (COHU)

DEF 14A 2026-04-02 For: 2026-05-15

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Added on June 12, 2026

About this DEF 14A

Cohu Inc filed this DEF 14A on April 2, 2026.

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

☑	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Category	Details
Date and Time	Friday, May 15, 2026, 1:00 p.m. Pacific Time
Place	Meeting will be held virtually
Record Date	Only stockholders of record at the close of business on March 23, 2026, the “Record Date,” are entitled to notice of, and to vote at, the annual meeting

#	Proposal	Our Board’s Recommendation
1	Election of three (3) Class 1 directors, for a term of three years each	√ FOR each Director Nominee
2	Advisory vote to approve our Named Executive Officer compensation, or “Say-on-Pay”	√ FOR
3	Approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 90,000,000 to 150,000,000 shares	√ FOR
4	Approve the Cohu, Inc. 2026 Equity Incentive Plan	√ FOR
5	Approve the Amended and Restated Cohu, Inc. 1997 Employee Stock Purchase Plan	√ FOR
6	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026	√ FOR
	Transaction of other business as may properly come before the annual meeting (including any adjournment or postponement thereof)

Proxy Statement Summary	Page 1
About Cohu
Fiscal Year 2025 Financial Highlights
Proposals and Voting Recommendations
Summary Information Regarding our Directors
Director Key Requirements, Skills and Experience Highlights
Director Demographic Highlights
Corporate Governance Highlights
Executive Compensation Highlights
Sustainability Highlights
Stock Ownership	Page 11
Security Ownership of Certain Beneficial Owners and Management
Delinquent Section 16(a) Reports
Governance Matters	Page 12
Corporate Governance
Board of Directors and Committees
Director Independence
Board Structure and Committee Composition
Audit Committee
Compensation Committee
Nominating and Governance Committee
Board Leadership Structure
Risk Oversight
Stockholder Nominees
Director Qualifications
Identifying and Evaluating Nominees for Directors
Executive Sessions
Communications with the Board
Compensation of Directors
Compensation Matters	Page 20
Executive Compensation and Other Information
Compensation Discussion and Analysis
Executive Summary
Compensation Philosophy
Compensation-Setting Process
Compensation Elements
Post-Employment Compensation
Other Compensation Policies
Tax and Accounting Considerations
Compensation Committee Report
Executive Compensation Tables
Pay Versus Performance
CEO Pay Ratio
Equity Compensation Awards and Plan Information
Potential Payments Upon Termination or Change in Control
Audit Matters	Page 51
Audit Committee Report
Principal Accounting Fees and Services
Certain Relationships and Related Party Transactions
Voting Proposals	Page 55
Proposal No. 1: Election of Directors
Proposal No. 2: Advisory vote to approve Named Executive Officer Compensation
Proposal No. 3: Approve an amendment to our Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock
Proposal No. 4: Approve Cohu Inc.’s 2026 Equity Incentive Plan
Proposal No. 5: Approve the Amended and Restated Cohu Inc.’s 1997 Employee Stock Purchase Plan
Proposal No. 6: Ratification of Independent Registered Public Accounting Firm
Voting and Meeting Information	Page 77
General Information
Appendices	Page 81

Voting Matters	Board Vote Recommendation
Proposal No. 1: Election of Three Class 1 Directors	√ FOR each Nominee
Proposal No. 2: Advisory vote to approve our Named Executive Officer Compensation, or “Say-on-Pay”	√ FOR
Proposal No. 3: Approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 90,000,000 to 150,000,000 shares	√ FOR
Proposal No. 4: Approve the Cohu, Inc., 2026 Equity Incentive Plan	√ FOR
Proposal No. 5: Approve the Amended and Restated Cohu, Inc., 1997 Employee Stock Purchase Plan	√ FOR
Proposal No. 6: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2026	√ FOR
Transaction of other business as may properly come before the annual meeting (including any adjournment or postponement thereof)

Name	Age	Since	Independent⁽¹⁾	Class and When Term Expires	AC	CC	NGC	Other Current Public Boards
William E. Bendush	77	2011	Yes	1 -- 2026	C+		M
Karen M. Rapp	58	2024	Yes	1 -- 2026	M+			Microchip Technology Incorporated, Plexus Corp.
Nina L. Richardson	67	2019	Yes	1 -- 2026		M		Resideo Technologies, Inc., Silicon Laboratories Inc.
Other Directors Not Standing for Election in 2026
Steven J. Bilodeau	67	2009	Yes	3 -- 2028		C	M
Andrew M. Caggia	77	2014	Yes	2 -- 2027			C
James A. Donahue	77	1999	No	3 -- 2028
Yon Y. Jorden	71	2021	Yes	2 -- 2027	M+		M	Alignment Healthcare, Inc.
Andreas W. Mattes	64	2022	Yes	3 -- 2028		M		ams-OSRAM AG, AT&S AG
Luis A. Müller	56	2014	No	2 -- 2027				Ralliant, Inc.

AC - Audit Committee	C - Chair
CC - Compensation Committee	M - Member
NGC - Nominating and Governance Committee	+ - Also qualifies as an audit committee financial expert (as determined based on SEC rules)

Key Qualifications, Skills and Experiences of our Directors	Bendush	Bilodeau	Caggia	Donahue	Jorden	Mattes	Müller	Rapp	Richardson
Industry Knowledge – Knowledge of and experience with our semiconductor equipment and broader semiconductor markets	√	√	√	√	√	√	√	√	√
Public Company Board Experience – Experience as current or former member of other public company boards in technology industries; experience with board governance requirements and practices	√	√	√	√	√	√	√	√	√
Leadership Experience – Experience as a current or former chief executive officer (“CEO”), president, chief financial officer (“CFO”), chief operating officer and/or general manager of a significant business	√	√	√	√	√	√	√	√	√
Customer/Deep Technology Knowledge – Deep knowledge and understanding of semiconductor equipment technologies, including an understanding of our customers’ markets and needs		√		√		√	√	√
Global Business Experience – Experience as a current or former business executive of a business with significant global operations and customer base	√	√	√	√	√	√	√	√	√
Finance and Accounting – Experience as current or former public company executive directly responsible for accounting operations and financial reporting with a level of complexity comparable to the Company	√	√	√	√	√	√	√	√
Operations – Experience as a current or former senior executive in operational roles, with complex global operations and supply chain		√		√		√	√	√	√
Human Capital Management Experience – Experience serving as a member of the compensation committee of a public company, head of human resources, or as direct manager of the head of human resources, or other experience in setting HCM policies in large organizations, including recruiting, retention, compensation, organizational planning and leadership development	√	√		√	√	√	√	√	√
Mergers and Acquisitions (“M&A”) Experience – M&A and integration experience (including buy- and sell-side) as a public company officer	√	√	√	√	√	√	√	√	√
Risk Management Experience – Experience serving as a member of the audit committee of a public company, or directly overseeing enterprise risk management or business continuity planning in a large organization, or other experience in managing risk at the enterprise level or in a senior compliance or regulatory role	√	√	√	√	√	√	√	√	√

Additional Qualifications and Information
Tenure on Cohu Board (years)⁽¹⁾	15	17	12	27	5	4	12	2	7
Other Current Public Company Boards⁽²⁾					1	1	1	2	2

Board and Other Governance Information	As of April 2, 2026
Size of Board	9
Number of Independent Directors	7
Number of Directors Who Attended ≥ 75% of Meetings	9
Limitations on Other Public Board and Committee Memberships	Yes
Hedging and Pledging Prohibited	Yes
Voting Standard of Election of Directors	Majority
Plurality Voting Carveout for Contested Elections	Yes
Separate Chair and CEO	Yes
Lead Independent Director	Yes
Independent Directors Meet Without Management Present	Yes
Annual Board and Committee Self-Evaluations	Yes
Annual Independent Director Evaluation of CEO	Yes
Risk Oversight by Full Board and Committees	Yes
Significant Board Engagement - 26 Board and Committee meetings held in 2025	Yes
Code of Ethics Applicable to Directors	Yes
Stockholder Engagement Program - Conducted 186 investor and prospective investor meetings in 2025	Yes
Poison Pill	No
Board Oversight of Sustainability	Yes
Publication of Annual Sustainability Report on Our Website	Yes
Board Oversight of Cybersecurity Risks	Yes

Name and address of beneficial owner	Beneficially owned common stock		Common stock equivalents⁽¹⁾		Total		Percent of class⁽²⁾
BlackRock, Inc.⁽³⁾		6,848,670		-		6,848,670		14.58	%
55 East 52nd Street, New York, NY 10055
The Vanguard Group⁽⁴⁾		4,165,622		-		4,165,622		8.87	%
100 Vanguard Blvd. Malvern, PA 19355
Victory Capital Management Inc.⁽⁵⁾		2,941,074		-		2,941,074		6.26	%
4900 Tiedeman Rd. 4th Floor Brooklyn, OH 44144
Thrivent Financial for Lutherans⁽⁶⁾		2,615,235		-		2,615,235		5.57	%
901 Marquette Avenue, Suite 2500 Minneapolis, MN 55402
William E. Bendush		32,280		10,257		42,537		*
Steven J. Bilodeau⁽⁷⁾		48,694		10,257		58,951		*
Christopher G. Bohrson		66,637		-		66,637		*
Andrew M. Caggia⁽⁸⁾		65,307		10,257		75,564		*
James A. Donahue		385,413		10,257		395,670		*
Klaus Ilgenfritz		19,079		-		19,079		*
Yon Y. Jorden		21,391		10,257		31,648		*
Jeffrey D. Jones		203,590		-		203,590		*
Andreas W. Mattes		11,979		10,257		22,236		*
Luis A. Müller		464,672		-		464,672		*
Karen M. Rapp		5,053		10,391		15,444		*
Nina L. Richardson⁽⁹⁾		28,313		10,257		38,570		*
All directors and executive officers
as a group (12 persons)		1,352,408		82,190		1,434,598		3.05	%

Name of Director	Audit	Compensation	Nominating and Governance
*Independent Directors:*
William E. Bendush	Chair		√
Steven J. Bilodeau⁽¹⁾		Chair	√
Andrew M. Caggia			Chair
Yon Y. Jorden	√		√
Andreas W. Mattes		√
Karen M. Rapp	√
Nina L. Richardson		√
Total committee size:	3	3	4
*Other Directors:*
James A. Donahue
Luis A. Müller
Number of Meetings in Fiscal Year 2025	5	5	5

	Compensation	2025
Annual Retainer	Chairperson of the Board	$110,000
	Lead Independent Director	$85,000
	Other Directors	$60,000
Annual Fees for Committee Chairs	Audit Committee	$25,000
	Compensation Committee	$16,500
	Nominating and Governance Committee	$10,000
Annual Fees for Other Committee Members	Audit Committee	$10,000
	Compensation Committee	$7,500
	Nominating and Governance Committee	$5,000

Initial Appointment	RSUs with a total value of $167,500, but the total value of such grant is prorated based on the period of time between appointment as director and the next scheduled director annual equity grant date
Annual Grants	RSUs with a total value of $167,500

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		All Other Compensation ($)⁽²⁾		Total ($)
William E. Bendush		90,000		182,216		-		272,216
Steven J. Bilodeau⁽³⁾		104,577		182,216		-		286,793
Andrew M. Caggia⁽³⁾		74,423		182,216		-		256,639
James A. Donahue		110,000		182,216		38,800		331,016
Yon Y. Jorden		75,000		182,216		-		257,216
Andreas W. Mattes		67,500		182,216		-		249,716
Karen M. Rapp		70,000		182,216		-		252,216
Nina L. Richardson⁽³⁾		67,500		182,216		-		249,716

Named Executive Officer	Position(s)
Luis A. Müller	President and Chief Executive Officer (our “CEO”)
Jeffrey D. Jones	Senior Vice President Finance and Chief Financial Officer
Christopher G. Bohrson	Senior Vice President and Chief Customer Officer
Klaus Ilgenfritz⁽¹⁾	Senior Vice President and Chief Product Officer

ACM Research	Harmonic	Novanta	Semtech
Alpha and Omega Semiconductor	Ichor Holdings	OSI Systems	Silicon Laboratories
Arlo Technologies	Indie Semiconductor	PAR Technologies	Ultra Clean Holdings
Axcelis Technologies	Kulicke and Soffa	Penguin Solutions	Veeco Instruments
Badger Meter	MACOM Technology Solutions	Power Integrations	Vishay Precision Group
FormFactor	MaxLinear	Photronics

Named Executive Officer	2024 Base Salary		2025 Base Salary		Percentage Change
Luis A. Müller		$715,000		$715,000		0.0%
Jeffrey D. Jones		$455,000		$455,000		0.0%
Christopher G. Bohrson		$425,000		$425,000		0.0%
Klaus Ilgenfritz⁽¹⁾		$377,770		$423,993		7.8%

Named Executive Officer	2025 Target Short-Term Incentive Opportunity		Range of Possible 2025 Short-Term Incentive as Percentage of Base Salary
Luis A. Müller		110%		0%	-	220%
Jeffrey D. Jones		75%		0%	-	150%
Christopher G. Bohrson		75%		0%	-	150%
Klaus Ilgenfritz⁽¹⁾		60%		0%	-	120%

Named Executive Officer	1-Year Sales Growth		4-Year Sales Growth		Non-GAAP Pre-tax Income
Luis A. Müller		25%		25%		50%
Jeffrey D. Jones		25%		25%		50%
Christopher G. Bohrson		25%		25%		50%
Klaus Ilgenfritz		25%		25%		50%

Actual Achievement of 2025 STI Performance Measures
	Dr. Müller		Mr. Jones		Mr. Bohrson		Mr. Ilgenfritz
1-Year Sales Growth⁽¹⁾		12.7%		12.7%		12.7%		12.7%
Goal Payout %⁽²⁾		127.3%		127.3%		127.3%		127.3%
4-year Rolling Sales Growth⁽³⁾		(15.9)%		(15.9)%		(15.9)%		(15.9)%
Goal Payout %⁽⁴⁾		0.0%		0.0%		0.0%		0.0%
Non-GAAP Pre-tax Income⁽⁵⁾		1.6%		1.6%		1.6%		1.6%
Goal Payout %⁽⁶⁾		0.0%		0.0%		0.0%		0.0%
Actual Amount of Fiscal Year 2025 STI Cash Incentives
Non-Equity Incentive Award Payable		$250,345		$108,621		$101,459		$80,975
% Targeted Award Amount		31.8%		31.8%		31.8%		31.8%

Named Executive Officer	Number of Restricted Stock Units Granted	Number of Performance Stock Units Granted ⁽¹⁾	Total Face Value of Stock Units at Time of Grant ⁽²⁾
Luis A. Müller	97,067	145,601	$4,799,973
Jeffrey D. Jones	30,333	45,500	$1,499,977
Christopher G. Bohrson	22,244	33,367	$1,099,986
Klaus Ilgenfritz	15,166	22,750	$749,978

PSU Award Feature	Description
Performance Period	Three fiscal years beginning on the first day of 2025
Performance Measure	TSR performance relative to the Russell 2000 Index (“RUT”)
Performance Scale	2x spread between COHU and RUT measured and added or subtracted from target (100%)
Performance Methodology	Net change in average closing price of COHU and RUT over the 20 trading-day period immediately preceding the beginning and end of the Performance Period. In the event that both COHU and RUT TSRs are less than zero, the number of shares earned will not exceed 100% of target.
Range of PSUs Earnable	0-200% of number of shares granted
Vesting Period	100% on third anniversary of the date of the grant

Named Executive Officer	Performance Stock Unit Award (Target Number of Shares)	2023-25 TSR Result⁽¹⁾	Final Shares Earned	Final Shares Earned as a Percentage of Target Number of Shares⁽²⁾
Luis A. Müller	66,006	(69.5)%	0	0.0%
Jeffrey D. Jones	21,782	(69.5)%	0	0.0%
Christopher G. Bohrson	16,501	(69.5)%	0	0.0%
Klaus Ilgenfritz	7,425	(69.5)%	0	0.0%

(1)	COHU TSR compared to RUT TSR where RUT = +41.3%, COHU = -28.2%
(2)	100% + 2 times (RUT - COHU) TSR: 100% - (2 X -69.5%) = 0%

Named Executive Officer		Annual Auto Allowance
Luis A. Müller		$9,000
Jeffrey D. Jones		$6,000
Christopher G. Bohrson		$6,000
Klaus Ilgenfritz⁽¹⁾		$5,603

Individual Subject to Stock Ownership Policy	Minimum Required Level of Stock Ownership
Chief Executive Officer	Three times annual base salary
Chief Financial Officer	Two times annual base salary
All other executive officers	One times annual base salary

Named Executive Officer	Year	Salary ($)	Stock Awards ($) ⁽¹⁾	Non-Equity Incentive Plan Comp. ($)⁽²⁾	All Other Comp. ($)⁽³⁾	Total ($)
Luis A. Müller	2025	715,000	3,508,493	250,345	24,221	4,498,059
President &	2024	715,000	4,091,920	-	24,164	4,831,084
Chief Executive Officer	2023	708,846	5,051,219	752,378	24,164	6,536,607
Jeffrey D. Jones	2025	455,000	1,096,393	108,621	21,147	1,681,161
Sr. Vice President, Finance &	2024	455,000	1,350,312	-	21,043	1,826,355
Chief Financial Officer	2023	452,231	1,666,891	326,445	21,043	2,466,610
Christopher G. Bohrson	2025	425,000	804,022	101,459	21,099	1,351,580
Sr. Vice President,	2024	425,000	1,022,948	-	20,961	1,468,909
Chief Customer Officer	2023	418,846	1,262,779	304,921	20,962	2,007,508
Klaus Ilgenfritz⁽⁴⁾	2025	418,887	548,188	80,975	11,888	1,059,938
Sr. Vice President,
Chief Product Officer

Year	Summary Compensation Table Total for CEO⁽¹⁾		Compensation Actually Paid to CEO⁽²⁾			Average Summary Compensation Table Total for Other NEOs⁽³⁾		Average Compensation Actually Paid to Other NEOs(4)			Total Share-holder Return⁽⁵⁾		Peer Group Total Share-holder Return⁽⁶⁾		Net Income⁽⁷⁾			Non-GAAP Pre-tax
	($)		($)			($)		($)			($)		($)		($M)			Income⁽⁸⁾
(a)	(b)		(c)			(d)		(e)			(f)		(g)		(h)			(i)
2025		4,498,059		4,461,888			1,364,226		1,452,370			60.62		138.29		7.3			1.6	%
2024		4,831,084		(1,458,139	)		1,286,156		(143,258	)		120.65		206.70		(9.1	)		(0.0	)%
2023		6,536,607		3,579,668			1,727,107		1,468,471			159.14		191.07		28.2			16.6	%
2022		5,315,286		5,406,262			1,546,037		1,547,883			144.12		137.78		96.8			21.8	%
2021		4,582,416		959,803			1,360,173		597,988			170.92		183.27		167.3			19.5	%

Year	Reported Summary Compensation Table Total for CEO		Reported Value of Equity Awards⁽¹⁾			Equity Award Adjustments⁽²⁾			Reported Change in the Actuarial Present Value of Pension Benefits⁽³⁾		Pension Benefits⁽³⁾		CAP to CEO
	($)		($)			($)			($)		($)		($)
2025		4,498,059		(3,508,493	)		3,472,322			N/A		N/A		4,461,888
2024		4,831,084		(4,091,920	)		(2,197,303	)		N/A		N/A		(1,458,139	)
2023		6,536,607		(5,051,219	)		2,094,280			N/A		N/A		3,579,668
2022		5,315,286		(3,321,901	)		3,412,877			N/A		N/A		5,406,262
2021		4,582,416		(2,891,579	)		(731,034	)		N/A		N/A		959,803

Year	Year End Fair Value of Equity Awards		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments
	($)		($)			($)		($)			($)			($)		($)
2025		5,465,854		(1,455,751	)		-		(537,781	)		-			-		3,472,322
2024		2,376,980		(4,371,968	)		-		(202,315	)		-			-		(2,197,303	)
2023		1,557,302		252,541			-		284,437			-			-		2,094,280
2022		4,186,241		(287,392	)		-		63,290			(549,262	)		-		3,412,877
2021		2,406,454		(3,329,004	)		-		191,516			-			-		(731,034	)

Year	Average Reported Summary Compensation Table Total for Other NEOs		Average Reported Value of Equity Awards			Average Equity Award Adjustments⁽¹⁾			Average Reported Change in the Actuarial Present Value of Pension Benefits		Average Pension Benefits		Average CAP to Other NEOs
	($)		($)			($)			($)		($)		($)
2025		1,364,226		(716,935	)		805,079			N/A		N/A		1,452,370
2024		1,286,156		(861,091	)		(568,323	)		N/A		N/A		(143,258	)
2023		1,727,107		(1,054,404	)		795,768			N/A		N/A		1,468,471
2022		1,546,037		(693,436	)		695,282			N/A		N/A		1,547,883
2021		1,360,173		(610,078	)		(152,107	)		N/A		N/A		597,988

Year	Year End Fair Value of Equity Awards		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Total Equity Award Adjustments
	($)		($)			($)		($)			($)			($)
2025		1,271,554		(341,642	)		-		(124,833	)		-			805,079
2024		518,278		(1,039,301	)		-		(47,300	)		-			(568,323	)
2023		391,724		46,783			-		357,261			-			795,768
2022		873,864		(61,393	)		-		(1,846	)		(115,343	)		695,282
2021		507,725		(695,566	)		-		35,734			-			(152,107	)

Named		Grant		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of		Grant Date Fair Value of Stock and
Executive Officer	Award Type	Date		Thres- hold ($)		Target ($)		Maxi- mum ($)		Thres- hold (#)		Target (#)		Maxi- mum (#)		Shares of Stock or Units (#)⁽³⁾		Option Awards ($)(⁴⁾
Luis A. Müller	Cash Incentives		-		0		786,500		1,573,000		-		-		-		-		-
	Time-based RSUs	3/11/2025			-		-		-		-		-		-		97,067		1,602,576
	Performance-based RSUs	3/11/2025			-		-		-		0		145,601		291,202		-		1,905,917
Jeffrey D. Jones	Cash Incentives		-		0		341,250		682,500		-		-		-		-		-
	Time-based RSUs	3/11/2025			-		-		-		-		-		-		30,333		500,798
	Performance-based RSUs	3/11/2025			-		-		-		0		45,500		91,000		-		595,595
Christopher G. Bohrson	Cash Incentives		-		0		318,750		637,500		-		-		-		-		-
	Time-based RSUs	3/11/2025			-		-		-		-		-		-		22,244		367,248
	Performance-based RSUs	3/11/2025			-		-		-		0		33,367		66,734		-		436,774
Klaus Ilgenfritz	Cash Incentives		-		0		254,396		508,792		-		-		-		-		-
	Time-based RSUs	3/11/2025			-		-		-		-		-		-		15,166		250,391
	Performance-based RSUs	3/11/2025			-		-		-		0		22,750		45,500		-		297,798

	STOCK AWARDS
Named Executive Officer	Award Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽³⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽⁴⁾
Luis A. Müller	3/14/2022	13,711 ⁽¹⁾	322,071	-	-
	3/14/2023	22,002 ⁽¹⁾	516,827	66,006	1,550,481
	3/12/2024	32,962 ⁽¹⁾	774,277	74,165	1,742,136
	3/11/2025	97,067 ⁽¹⁾	2,280,104	145,601	3,420,167
Jeffrey D. Jones	3/14/2022	4,433 ⁽¹⁾	104,131	-	-
	3/14/2023	7,260 ⁽¹⁾	170,537	21,782	511,659
	3/12/2024	10,877 ⁽¹⁾	255,501	24,474	574,894
	3/11/2025	30,333 ⁽¹⁾	712,522	45,500	1,068,795
Christopher G. Bohrson	3/14/2022	2,925 ⁽¹⁾	68,708	-	-
	3/14/2023	5,500 ⁽¹⁾	129,195	16,501	387,608
	3/12/2024	8,240 ⁽¹⁾	193,558	18,541	435,528
	3/11/2025	22,244 ⁽¹⁾	522,512	33,367	783,791
Klaus Ilgenfritz	3/14/2022	1,256 ⁽¹⁾	29,503	-	-
	3/14/2023	2,474 ⁽¹⁾	58,114	7,425	174,413
	3/12/2024	4,532 ⁽¹⁾	106,457	10,197	239,528
	3/11/2025	15,166 ⁽¹⁾	356,249	22,750	534,398