Coherent Corp DEF 14A, filed Oct 2, 2025

Coherent Corp. (COHR)

DEF 14A 2025-10-02 For: 2025-11-13

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Added on June 12, 2026

About this DEF 14A

Coherent Corp filed this DEF 14A on October 2, 2025.

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	Notice of Annual Meeting					1
	Voting Matters and Board Recommendations					3
	Proxy Highlights					4
	PROPOSAL 1 ELECTION OF DIRECTORS					10
	Class Two Directors Standing for Election					12
	Continuing Directors					15
	Meetings and Standing Committees of the Board					20
	Director Independence and Corporate Governance Policies					22
	Director Compensation					28
	Security Ownership of Certain Beneficial Owners and Management					31
	Executive Officers					34
	PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPANY’S 2025 NAMED EXECUTIVE OFFICER COMPENSATION					36
	Fiscal Year 2025 Compensation Discussion and Analysis					39
	Compensation and Human Capital Committee Report					63
	Summary Compensation Table					64
	Grants of Plan-Based Awards Fiscal Year 2025					66
	Outstanding Equity Awards at Fiscal Year End					67
	Options Exercised and Stock Vested in Fiscal Year 2025					69
	Nonqualified Deferred Compensation Fiscal Year 2025					70
	Potential Payments upon Termination and/or Change in Control					71
	CEO Pay Ratio					78
	Pay Versus Performance					79
	PROPOSAL 3 RATIFICATION OF THE AUDIT AND RISK COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					84
	Report of the Audit and Risk Committee					86
	General Information about the Meeting					89
	Other Information					92
	Other Matters					92
	Annual Report on Form 10-K					93

MANAGEMENT PROPOSALS		BOARD RECOMMENDS	FOR MORE INFORMATION
PROPOSAL 1 Election of Directors	Coherent’s Board is presenting five nominees, Enrico DiGirolamo, David L. Motley, Lisa Neal-Graves, Shaker Sadasivam, and Michelle Sterling, for election as Class Two directors at the Annual Meeting. Coherent believes that these nominees possess diverse skills and experiences necessary to effectively address its evolving needs and represent the best interests of its shareholders.	FOR Each Nominee	Page 10
PROPOSAL 2 Non-Binding Advisory Vote to Approve Executive Compensation Paid to Named Executive Officers in fiscal year 2025	Coherent’s executive compensation program strongly aligns named executive officers’ interests with those of the Company and its shareholders, and is designed to attract and retain high-caliber talent.	FOR	Page 36
PROPOSAL 3 Ratification of the Audit and Risk Committee’s selection of E&Y as the Company’s independent registered public accounting firm for fiscal year 2026	Ernst & Young is an independent auditing firm with the required knowledge and experience to effectively audit Coherent’s financial statements.	FOR	Page 84

	FISCAL YEAR 2025 PERFORMANCE HIGHLIGHTS
				23% REVENUE
				424 BPS GAAP GROSS MARGIN
				72% GAAP EPS
				123% TSR

				SUSTAINABLE PRODUCTS Awarded Excellence in Sustainability Award by KLA Awarded EcoVadis Gold Medal
				ENVIRONMENT To foster efficient operations we achieved 85% renewable electricity across our operations.
				PEOPLE Renewed focus on employee engagement with a 95% response rate to recent employee engagement survey and 83% employee engagement rate. Building a robust talent pipeline with an expanded intern program. We brought in more than 100 interns across our U.S. locations.
				TECHNOLOGY Held our inaugural Innovation Summit, brought over 100 innovators from across the Company together and featured over close to 100 submissions and R&D proposals combined.
				GOVERNANCE Awarded NACD Three Rivers Chapter Board of the Year in recognition of our successful CEO transition.

Committee member	Audit Committee Financial Expert (as defined by the SEC)	C Committee Chair
Note: Age calculated as of August 31, 2025
AR — Audit and Risk Committee \| NCG — Nominating and Corporate Governance Committee \| CHC — Compensation and Human Capital Committee

	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 13, 2025 AT 12:00 PM ET
	The Annual Meeting is a virtual meeting at: www.virtualshareholder meeting.com/COHR2025

	Industry Leading Solutions
				DATACENTER & COMMUNICATIONS Enabling ultra-high speed data transmission and transforming global communications networks
				INDUSTRIAL Lasers and optics products serving diverse industrial customers from semiconductor, automotive, and instrumentation

ACCOUNTING / FINANCE Possesses a deep understanding of finance, accounting principles and methodologies, financial reporting, financial management, capital markets, financial statements, audit processes and procedures or internal financial controls.	BUSINESS DEVELOPMENT / STRATEGY Expertise in strategic planning, mergers and acquisitions, growth strategies or business expansion.	CORPORATE GOVERNANCE / ETHICS Significant corporate governance and/or ethics experience.
EXECUTIVE LEADERSHIP Current or former chief executive officer or the equivalent thereof, senior executive or business unit leader of a company with significant experience overseeing complex business operations and growth initiatives.	IT / CYBERSECURITY / PRIVACY Experienced leader in cybersecurity or privacy, including overseeing risks related to emerging cybersecurity developments, threats and strategies.	LEGAL / REGULATORY Relevant background in governmental policy, legal knowledge or experience with compliance and regulatory issues within a public company or regulatory body, including being a Certified Public Accountant, having a Juris Doctorate, or having significant chief financial officer experience.
MATERIALS / SEMICONDUCTOR / NETWORKING / LASER INDUSTRIES Specific and extensive professional experience in the materials, semiconductor, networking and/or laser industries.	OPERATIONS Experience in business operations, management, supply chain management, integration or distribution.	RISK MANAGEMENT Demonstrated expertise in identifying, assessing and overseeing evolving risks, including the development and implementation of effective mitigation strategies.
TALENT / COMPENSATION Specific and extensive career knowledge focusing on human talent management and compensation, including current or former service on the compensation committee of a public company.	TECHNOLOGY / IP Coherent product-relevant experience in technology or intellectual property matters.

62	6	93%
Average Age	Average Tenure	Independent
		All of our directors other than our CEO are independent

	ENRICO DIGIROLAMO
	INDEPENDENT BOARD CHAIR			Mr. DiGirolamo is a proven global business leader who brings decades of experience driving strategic transformation and financial performance across technology, manufacturing, and mobility sectors. His deep expertise in corporate finance, coupled with senior leadership roles at Fortune 100 and growth-stage companies strengthens the Board’s oversight of complex international operations, risk management, and value creation. Mr. DiGirolamo is currently a senior advisor to technology companies, manufacturing concerns, and private equity firms. From 2013 to 2017, he served as Chief Financial Officer and Senior Vice President of Covisint Corporation, a leading cloud computing company for the Internet of Things and Identity platforms. Mr. DiGirolamo was with Allstate Insurance from 2010 to 2013, where he served as Senior Vice President, Sales and Marketing and Finance. From 2008 to 2010, he served as Vice President and Chief Financial Officer for General Motors in Europe. During a 31-year career with General Motors, Mr. DiGirolamo held a variety of senior executive positions throughout the corporation, including 12 years outside the United States. Mr. DiGirolamo served on the board of directors of Metromedia International Group (2010-2017), Premier Trailer Leasing, Inc. (2012-2013), IdentiFix (2013-2014) and Garsite (2018-2024). Mr. DiGirolamo holds a B.S. degree from Central Michigan University, and an MBA from Eastern Michigan University, and completed the Senior Executive Program at the International Institute for Management Development in Lausanne, Switzerland. He is a member of the Dean’s Leadership Roundtable at Central Michigan University.
	Class: Two Director Since: 2018 Term Expires: 2025 Age: 70 BOARD COMMITTEES Audit and Risk OTHER PUBLIC COMPANY BOARDS (past five years) None

	DAVID L. MOTLEY
	INDEPENDENT DIRECTOR			Mr. Motley is a seasoned executive and investor with deep expertise in corporate strategy, early-stage technology, and real estate business development. His extensive board experience across public, private and nonprofit organizations enhances the Board’s oversight of governance, innovation and long-term value creation. Mr. Motley serves as General Partner of BTN Ventures, a venture fund investing in pre-seed and seed stage technology companies, since 2021. Mr. Motley also serves as a partner in DDRC 327 NEGL, LLC, a real estate development company, since 2016, and as Chief Executive Officer of MCAPS, LLC, a professional services company providing corporate real estate services, since 2018. Mr. Motley has also served as Senior Managing Partner of Blue Tree Venture Fund since 2012, a venture investing in early-stage life science and IT companies. Mr. Motley also serves on the boards of F.N.B. Corporation, a diversified financial services company; Koppers Holdings Inc., an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds; and Armada, a privately-owned supply chain management company. Mr. Motley is also board chair for SRI International, an independent nonprofit technology research and development organization. Mr. Motley is a Cum Laude graduate of the University of Pittsburgh’s Swanson School of Engineering and a Distinguished Alumni Awardee, a recognition provided to less than one percent of the graduates. Mr. Motley holds an MBA from the Harvard Business School.
	Class: Two Director Since: 2021 Term Expires: 2025 Age: 66 BOARD COMMITTEES Audit and Risk OTHER PUBLIC COMPANY BOARDS (past five years) Koppers Holdings Inc. (since 2018) F.N.B Corporation (since 2013) Deep Lake Capital Acquisition Corp. (2021-2023)

	LISA NEAL-GRAVES
	INDEPENDENT DIRECTOR			Ms. Neal-Graves is a proven technology executive with deep expertise in strategic planning, global operations, and product management across the semiconductor, telecommunications, and cloud industries. Her background in data science, technology policy, and global product management, including in China, Italy and the United Kingdom, strengthens the Board’s knowledge and discussions in navigating complex tech-driven transformation. Ms. Neal-Graves is the former Chief Executive Officer of the Aurora Wellness Community (“AWC”), a University of Colorado School of Medicine nonprofit entity in partnership with the Aurora, Colorado, community. Ms. Neal-Graves is a data scientist, technology strategist, and technology legal policy and compliance executive who brings extensive experience in the semiconductor and telecommunications industries to our Board. Before her last role, she served as the Chief Innovation Officer for the Colorado Attorney General; General Counsel and Chief Marketing Officer of Universal Plasma, LLC, an early-stage antenna technology company; Vice President and General Manager of the Cloud Strategic Product Group for Zayo Group; and in various roles at Intel Corporation, including CIO Counsel and positions of increasing responsibility and impact for the company’s strategic long-range technology and research planning. Ms. Neal-Graves also held senior executive positions, including VP/GM (Unisys), CTO (Serviceware), Senior VP/GM (Chase), and GM (AT&T/Bell Labs). Ms. Neal-Graves serves on the Center for Improving Value in Health Care (“CIVHC”), Rocky Mountain Public Media, and BEN Colorado board of directors. Ms. Neal-Graves graduated from Hampton University, where she obtained her undergraduate degree in applied mathematics and computer science. She also holds a M.S. in Computer Science from Michigan State University (with an emphasis in Artificial Intelligence), a Master degree in Engineering Management from the University of Colorado Boulder, and a JD from the University of Colorado School of Law.
	Class: Two Director Since: 2021 Term Expires: 2025 Age: 62 BOARD COMMITTEES Nominating and Corporate Governance OTHER PUBLIC COMPANY BOARDS (past five years) None

	SHAKER SADASIVAM
	INDEPENDENT DIRECTOR			Dr. Sadasivam is a veteran semiconductor industry leader with extensive experience related to the semiconductor industry, and insight into areas including operations, product development, and engineering management. His experience as a CEO, R&D executive and board member across both public and private companies enhances the Board’s strategic insight into technology innovation and global manufacturing. Dr. Sadasivam is the Co-Founder and Chief Executive Officer of Auragent Bioscience, LLC. He also serves as Chair of the Board FTC Solar, Inc., a public company, and serves on the boards of two private companies, Sfara a developer of mobile-based safety and detection technology, and Sea Pharmaceuticals, LLC a neurotherapeutics R&D company advancing potential treatments for tinnitus & epilepsy. In 2016, Dr. Sadasivam retired as President and Chief Executive Officer of SunEdison Semiconductor Limited, a leading manufacturer of advanced semiconductors for electronics, a position he held from 2013. From 2009 to 2013, he served as Executive Vice President and President, Semiconductor Materials Business Unit of SunEdison, Inc. (a predecessor to SunEdison Semiconductor Limited, formerly known as MEMC Electronic Materials, Inc.). From 2002 to 2009, Dr. Sadasivam served as Senior Vice President Research and Development of SunEdison, Inc. Dr. Sadasivam holds B.S. and M.S. degrees in Chemical Engineering from the University of Madras and Indian Institute of Technology, an MBA from Washington University’s Olin School of Business, and a Ph.D. in Chemical Engineering from Clarkson University.
	Class: Two Director Since: 2016 Term Expires: 2025 Age: 65 BOARD COMMITTEES Audit and Risk OTHER PUBLIC COMPANY BOARDS (past five years) FTC Solar, Inc. (since 2017)

	MICHELLE STERLING
	INDEPENDENT DIRECTOR			Ms. Sterling is an established business leader with experience overseeing global human capital strategies, and organizational transformations. Her particular expertise in M&A integration in high-tech and semiconductor sectors, enhances the Board’s deliberations related to talent strategy, culture development, and long-term growth initiatives. Ms. Sterling was the Executive Vice President and Chief Human Resources Officer at Qualcomm, Inc., a semiconductor, software and services company serving the wireless communications industry, from 2015 to 2020; Senior Vice President, Human Resources from 2007 to 2015 and served in various capacities at Qualcomm, Inc. from 1994 to 2007. Throughout her tenure with Qualcomm, Ms. Sterling supported Qualcomm’s strategies in complex transactions including acquisitions, joint ventures, and divestitures, integration, human capital management, and real estate and facilities. Ms. Sterling had direct responsibility for Qualcomm’s Human Resources global employees and served as a member of Qualcomm’s executive committee. Ms. Sterling has served as director for Digital Turbine, Inc., a mobile growth platform for advertisers, publishers, carriers, and device original equipment manufacturers, since 2019, and previously served as a director of TuSimple, an autonomous technology company specifically designed for semi-trucks, from 2021 to 2022. Ms. Sterling holds a B.S. in Business Management from the University of Redlands.
	Class: Two Director Since: 2023 Term Expires: 2025 Age: 57 BOARD COMMITTEES Compensation and Human Capital (Chair) OTHER PUBLIC COMPANY BOARDS (past five years) LeddarTech (2023-2025) Digital Turbine (since 2019)

	JOSEPH J. CORASANTI
	INDEPENDENT DIRECTOR			Mr. Corasanti is a former public company CEO with a strong track record in corporate leadership, M&A execution, and governance across the medical technology and defense sectors. His legal background and deep board experience enhance the Board’s capabilities in risk oversight, strategic growth and regulatory compliance. Mr. Corasanti presently serves as a member of the Board of Directors of SRC, Inc., a company that designs, manufactures and sells products and services for the defense industry. Previously, Mr. Corasanti held a number of management roles at CONMED Corporation, a medical technology company, serving as President and Chief Executive Officer from 2006 to July 2014; President and Chief Operating Officer from 1999 to 2006; Executive Vice President/General Manager from 1998 to 1999; and General Counsel and Vice President-Legal Affairs from 1993 to 1998. He also served as a director of CONMED from 1994 to 2014. From 1990 to 1993, he was an Associate Attorney with the Los Angeles office of the law firm of Morgan, Wenzel & McNicholas. Mr. Corasanti holds a B.A. degree in Political Science from Hobart College and a JD from Whittier College School of Law.
	Class: Three Director Since: 2002 Term Expires: 2026 Age: 61 BOARD COMMITTEES Audit and Risk Nominating and Corporate Governance (Chair) OTHER PUBLIC COMPANY BOARDS (past five years) SRC (since 2015)

	COMPENSATION AND HUMAN CAPITAL
	CHAIR Michelle Sterling MEMBERS Stephen Pagliuca Elizabeth Patrick Sandeep Vij Howard Xia MEETINGS IN FISCAL YEAR 2025 6			The Committee supports oversight and review of the Company’s executive compensation program, broader pay philosophy, and human capital management strategies. Key Responsibilities • Annually reviews and approves all aspects of the CEO’s terms of employment, goals, objectives, and total compensation • Annually reviews and approves all aspects of the total compensation of the other executive officers under its purview • Annually reviews and recommends to the Board for approval the compensation package for non-employee directors • Administers compensation-related plans, including equity-based incentive compensation plans, employee stock purchase plans, and deferred compensation plans • Reviews with management the Company’s human capital management strategy and practices, which may include employee engagement programs and initiatives; employee safety; and succession planning • Reviews and discusses with management all executive compensation disclosures in the annual report and proxy statement, and produces the Compensation and Human Capital Committee’s report on executive officer compensation for the annual report or proxy statement

Non-Employee Director	Restricted Stock Units (#)	Total Option Awards Held (#)	Exercisable Option Awards (#)
Joseph J. Corasanti	2,831	15,532	15,532
Enrico DiGirolamo	2,831	3,911	3,911
Michael L. Dreyer	2,831	6,000	6,000
Patricia Hatter	2,831	5,812	5,812
David L. Motley	2,831	—	—
Lisa Neal-Graves	2,831	—	—
Stephen Pagliuca	2,831	—	—
Elizabeth A. Patrick	2,831	—	—
Shaker Sadasivam	2,831	—	—
Stephen A. Skaggs	3,039	—	—
Michelle Sterling	2,831	—	—
Sandeep Vij	3,039	—	—
Howard H. Xia	2,831	24,772	24,772

Name and Address	Number of Shares of Common Stock	Percent of Common Stock1
Bain Capital Investors, LLC2 200 Clarendon Street Boston, MA 02116	28,111,651	17.9%
BlackRock, Inc.3 55 East 52nd Street New York, NY 10055	13,179,003	8.4%
FMR LLC4 245 Summer Street Boston, MS 02210	9,845,014	6.3%

	Beneficial Ownership of Common Stock1
	Shares	Percent
James R. Anderson2	25,998	*
Joseph J. Corasanti2,3	108,174	*
Enrico DiGirolamo2,3	25,548	*
Michael L. Dreyer2,3	27,383	*
Patricia Hatter2,3	27,120	*
David L. Motley2	23,646	*
Lisa Neal-Graves2	12,682	*
Steven Pagliuca2,4	16,196	*
Elizabeth A. Patrick2	2,831	*
Shaker Sadasivam2	38,622	*
Stephen A. Skaggs2	23,836	*
Michelle Sterling2	8,373	*
Sandeep Vij2,5	22,195	*
Howard H. Xia2,3	72,519	*
Sherri Luther2	285	*
Rob Beard2	285	*
Julie Eng2	12,479	*
Giovanni Barbarossa2,3	252,140	*
All Executive Officers and Directors as a Group (19 persons)2,3,4,5	706,906	*

	PATRICIA HATTER
	INDEPENDENT DIRECTOR			Ms. Hatter is a veteran technology executive with leadership experience in cybersecurity, enterprise IT, and digital operations across some of the industry’s most influential companies. Her prior public board service and executive roles strengthen the Board’s expertise in cybersecurity, customer engagement, and scalable tech strategy. Ms. Hatter is currently the President and Chief Operating Officer of Opsera, an early-stage DevOps platform company, where she has served since 2023. She previously served as the Chief Customer Officer of Palo Alto Networks, Inc., a multinational cybersecurity company, where she served from 2019 to 2022. Ms. Hatter previously served as the General Manager and Senior Vice President — Services of McAfee, LLC, a global computer security software company, from in 2017, and was the Chief Information Officer and Senior Vice President — Operations, at McAfee, LLC, from 2010 to 2015. Ms. Hatter additionally served as the Chief Information Officer — Intel Security and General Manager — Security & Software at Intel Corporation, a leader in the semiconductor industry, from 2015 to 2016. Ms. Hatter also held various leadership roles at Cisco Systems, Inc., and AT&T Corporation. Ms. Hatter served on the board of directors of Barrick Gold Corporation, an international mining company from 2018 until 2019, and the board of directors of Qualys, Inc., a leading provider of cloud-based security and compliance solutions, from 2018 until 2019. Ms. Hatter holds B.S. and M.S. degrees in Mechanical Engineering from Carnegie Mellon University.
	Class: Three Director Since: 2019 Term Expires: 2026 Age: 63 BOARD COMMITTEES Nominating and Corporate Governance OTHER PUBLIC COMPANY BOARDS (past five years) None

	STEPHEN A. SKAGGS
	INDEPENDENT DIRECTOR			Mr. Skaggs brings over 25 years of executive leadership in the high-technology and semiconductor industries, including CEO and CFO roles at public companies in the space. His board experience and expertise in corporate strategy, M&A, and financial management make him a highly valuable contributor to the Board. Mr. Skaggs joined the Board in conjunction with the acquisition of Coherent, Inc. in 2022. Previously, Mr. Skaggs served as a member of the board of directors of Coherent, Inc. beginning in 2013. Mr. Skaggs has been a private investor since 2016. Previously, he held the position of Senior Vice President and Chief Financial Officer of Atmel Corporation, a leading supplier of microcontrollers, from 2013 until its acquisition by Microchip Technology Incorporated in 2016. Mr. Skaggs has more than 25 years of experience in the semiconductor industry, including serving as President, Chief Executive Officer, and Chief Financial Officer of Lattice. He was also previously a member of the board of directors of Lattice. Prior to Lattice, Mr. Skaggs was employed by Bain & Company, a global management consulting firm, where he specialized in high-technology product strategy, mergers and acquisitions, and corporate restructurings. Mr. Skaggs holds a B.S. degree in Chemical Engineering from the University of California, Berkeley and an MBA from the Harvard Business School.
	Class: Three Director Since: 2022 Term Expires: 2026 Age: 63 BOARD COMMITTEES Audit and Risk (Chair) Nominating and Corporate Governance OTHER PUBLIC COMPANY BOARDS (past five years) Ouster (since 2024) IDEX Biometrics, ASA (2019-2024)

	SANDEEP VIJ
	INDEPENDENT DIRECTOR			Mr. Vij brings a proven track record of executive leadership in the high-technology sector to the Board, with CEO and board roles at public companies and deep expertise in marketing, strategy, and semiconductors. His industry insight and operational acumen provide valuable contributions to the Board. Mr. Vij joined the Board in conjunction with the acquisition of Coherent, Inc. in 2022. Previously, Mr. Vij served as a member of the board of directors of Coherent, Inc. beginning in 2004. Mr. Vij has been a private investor since 2013. Previously, he held the position of President and Chief Executive Officer and was a member of the board of directors of MIPS Technologies, Inc., a leading provider of processor architectures and cores, from 2010 until its sale in 2013. In addition, Mr. Vij was the Vice President and General Manager of the Broadband and Consumer Division of Cavium Networks, Inc., a provider of highly integrated semiconductor products, from 2008 to 2010. Prior to that, he held the position of Vice President of Worldwide Marketing, Services, and Support for Xilinx, Inc., a digital programmable logic device provider, from 2007 to April 2008. From 2001 to 2006, he held the position of Vice President of Worldwide Marketing at Xilinx. From 1997 to 2001, he served as Vice President and General Manager of the General Products Division at Xilinx. Mr. Vij joined Xilinx in 1996 as Director of FPGA Marketing. He is a graduate of General Electric’s Edison Engineering Program and Advanced Courses in Engineering. He holds an MSEE from Stanford University and a BSEE from San Jose State University.
	Class: Three Director Since: 2022 Term Expires: 2026 Age: 59 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) None

	JAMES R. ANDERSON
	CHIEF EXECUTIVE OFFICER AND PRESIDENT			Mr. Anderson brings deep executive leadership and operational expertise across the semiconductor and technology industries, with a track record of driving growth, innovation, and strategic transformation. His background in risk management, finance, corporate governance, talent and compensation, business development and strategy, and technology and intellectual property makes him a dynamic and highly capable leader on the Board. Mr. Anderson was appointed President and Chief Executive Officer of Coherent Corp. and a member of the Board of Directors in 2024. He previously served as a director and President and Chief Executive Officer of Lattice Semiconductor Corporation (“Lattice”) since 2018. Prior to joining Lattice, Mr. Anderson served as the Senior Vice President and General Manager of the Computing and Graphics Business Group at Advanced Micro Devices (“AMD”). Prior to AMD, Mr. Anderson held a broad range of leadership positions spanning general management, engineering, sales, marketing and corporate strategy at companies including Intel, Broadcom (formerly Avago Technologies) and LSI Corporation. Mr. Anderson served on the Board of Directors of Entegris, Inc., from 2023 to 2024 and on the Board of Directors of the Semiconductor Industry Association from 2020 through 2024. He previously served on the Board of Directors of Sierra Wireless from 2020 to 2023. Mr. Anderson is currently a director of Applied Materials. Mr. Anderson earned an MBA and M.S. in electrical engineering and computer science from the Massachusetts Institute of Technology, an M.S. degree in electrical engineering from Purdue University, and a bachelor’s degree in electrical engineering from the University of Minnesota.
	Class: One Director Since: 2024 Term Expires: 2027 Age: 53 BOARD COMMITTEES None OTHER PUBLIC COMPANY BOARDS (past five years) Applied Materials (since July 2025) Lumotive (since 2023) Entegris, Inc. (2023-2024) Lattice Semiconductor Corporation (2018-2024) Sierra Wireless (2020-2023)

	MICHAEL L. DREYER
	INDEPENDENT DIRECTOR			Mr. Dreyer brings extensive executive leadership and board experience, with deep expertise in cybersecurity, technology infrastructure, and the financial and banking sectors. His background in operations, information systems, and digital innovation makes him a strategic asset to the Board. Mr. Dreyer served as the Chief Operations Officer of Silicon Valley Bank from 2015 to 2019. Before joining Silicon Valley Bank, Mr. Dreyer was President and Chief Operating Officer of Monitise Americas, LLC, a subsidiary of Monitise Plc, a company providing mobile banking and payment services, from 2014 to 2015. Mr. Dreyer was the global head of technology and Chief Information Officer at VISA Inc., from 2005 to 2014. Previously, Mr. Dreyer was Chief Information Officer of Inovant, LLC, a company providing electronic payment processing services. He has also held executive positions at VISA USA (Senior Vice President of Processing and Emerging Products, and Senior Vice President of Commercial Solutions). Additionally, Mr. Dreyer held senior positions at American Express Co, Prime Financial, Inc., Federal Deposit Insurance Corporation (FDIC), Downey Savings, Bank of America, and the Fairmont Hotel Management Company. Mr. Dreyer served as a member of the board of directors of Finisar Corporation (“Finisar”) from 2015 through 2019 (the effective date of the Company’s acquisition of Finisar), and is currently a director of F5 Networks, Inc., a developer and provider of software-defined application services. Mr. Dreyer received B.S. in psychology and an MBA from Washington State University.
	Class: One Director Since: 2019 Term Expires: 2027 Age: 61 BOARD COMMITTEES Audit and Risk Nominating and Corporate Governance OTHER PUBLIC COMPANY BOARDS (past five years) F5 Networks (since 2012)

	STEPHEN PAGLIUCA
	INDEPENDENT DIRECTOR			Mr. Pagliuca is an experienced global executive, with a strong background in private equity, successful strategic investments, and corporate governance. His expertise in scaling businesses and driving long-term value provides invaluable insights to Board discussions on capital management and growth. Mr. Pagliuca is a senior advisor at Bain Capital, a leading global investment firm based in Boston with approximately $160 billion in assets under management. He previously served as Managing Director of Bain Capital Private Equity, LP, a global private equity firm, and as Co-Chair of Bain Capital, LP. Mr. Pagliuca has served on the board of Gartner, Inc., a research and advisory company, since 2010. He is a co-owner and Managing General Partner of the World Champion Boston Celtics and serves on the NBA Board of Governors. Mr. Pagliuca is also co-owner and co-chairman of the Serie A professional football club, Atalanta Bergamasca Calcio. Mr. Pagliuca earned his B.A. from Duke University and an MBA from Harvard Business School.
	Class: One Director Since: 2021 Term Expires: 2027 Age: 70 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) Gartner, Inc. (since 2010)

	ELIZABETH A. PATRICK
	INDEPENDENT DIRECTOR			Ms. Patrick brings global expertise in talent strategy, with a strong focus on executive compensation, leadership development, and organizational transformation. Her experience driving large-scale change and implementing HR systems provides a critical perspective to the Board’s oversight of its human capital management strategy. Ms. Patrick was the Senior Vice President and Chief People Officer for Diebold Nixdorf, a financial and retail technology company specializing in self-service transaction systems, point-of-sale terminals, physical security products, and software and related services, from 2019 to 2022. Prior to that, she was the Senior Vice President and Chief Human Resources Officer for Veritiv Corporation, a leading provider of packaging, print and facility solutions, from 2014 to 2019. Ms. Patrick earned her B.S. in Finance from Michigan State University, and MBA from Wayne State University.
	Class: One Director Since: 2023 Term Expires: 2027 Age: 57 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) None

	HOWARD H. XIA
	INDEPENDENT DIRECTOR			Dr. Xia is an experienced global telecommunications industry leader, with extensive knowledge of global operations and telecom markets across Asia. His technical background, leadership experience, and experience guiding successful cross-border operations enhance the Board’s global perspective and strategic planning in critical markets. Dr. Xia was formerly General Manager of Vodafone China Limited, a wholly-owned subsidiary of Vodafone Group Plc, a telecommunications company, from 2001 to 2014. From 1994 to 2001, he served as a Director, Technology Strategy for Vodafone AirTouch Plc and AirTouch Communications, Inc. He served as a Senior Staff Engineer at Telesis Technology Laboratory from 1992 to 1994, and was a Senior Engineer at PacTel Cellular from 1990 to 1992. Dr. Xia holds a B.S. degree in Physics from South China Normal University, an M.S. in Physics and Electrical Engineering, and a Ph.D. in Electro physics, from Polytechnic School of Engineering of New York University.
	Class: One Director Since: 2011 Term Expires: 2027 Age: 65 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) None

	AUDIT AND RISK
	CHAIR Stephen Skaggs* MEMBERS Joseph Corasanti* Enrico DiGirolamo* Michael Dreyer David Motley Shaker Sadasivam* Meetings in FISCAL YEAR 2025 7 * Qualifies as an audit committee “financial expert” as defined by the Securities and Exchange Commission			The Committee assists the Board with oversight of financial reporting, internal controls, and ethics and compliance matters. Key Responsibilities • Oversees the Company’s discharge of its financial reporting obligations, including ensuring the quality and integrity of the Company’s accounting, auditing, internal control, and financial reporting practices • Oversees the Company’s development of an effective and continuously improving control environment • Oversees the Company’s internal audit function and periodically reviews the responsibilities, resources, functions, and performance of the Company’s internal audit function • Retains sole responsibility for the selection, appointment, compensation, retention, and replacement of the independent auditors • Pre-approves all services provided by the independent auditors in accordance with applicable law • Establishes procedures for the submission, retention, and treatment of concerns regarding accounting, internal controls, auditing matters, financial statements, the Code of Ethical Business Conduct, or other Company policies • Reviews, approves, and oversees any related party transactions and any other potential conflict of interest situations on an ongoing basis and develops policies and procedures for the Audit and Risk Committee’s approval of related party transactions • Prepares the Audit and Risk Committee Report for the annual proxy statement • Reviews the Company’s enterprise risk management program, strategies and operational risks, and risks not overseen by another committee

BOARD OF DIRECTORS
Audit and Risk Committee	Nominating and Corporate Governance Committee	Compensation and Human Capital Committee
• Internal audit and internal controls • Enterprise Risk Management • Legal and regulatory requirements, including the Ethics and Compliance program	• Board and committee composition and Board leadership structure • Corporate governance policies • Cybersecurity • Corporate responsibility programs and policies	• Compensation programs and practices • Equity and other incentive plans • People programs, policies and practices
MANAGEMENT

	Annual Retainer
Compensation Item	Member ($)	Chair ($)1
Full Board Membership	90,000	180,000
Audit and Risk Committee	15,000	30,000
Compensation and Human Capital Committee	10,500	21,000
Nominating and Corporate Governance Committee	10,000	20,000

Non-Employee Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)1	Option Awards ($)	Non-equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Joseph J. Corasanti	125,000	220,025	—	—	—	—	345,025
Enrico DiGirolamo	199,000	220,025	—	—	—	—	419,025
Michael L. Dreyer	115,000	220,025	—	—	—	—	335,025
Patricia Hatter	100,000	220,025	—	—	—	—	320,025
Lisa Neal-Graves	100,000	220,025	—	—	—	—	320,025
David L. Motley	105,000	220,025	—	—	—	—	325,025
Stephen Pagliuca	100,500	220,025	—	—	—	—	320,525
Elizabeth A. Patrick	100,500	220,025	—	—	—	—	320,525
Shaker Sadasivam	105,000	220,025	—	—	—	—	325,025
Stephen A. Skaggs	130,000	220,025	—	—	—	—	350,025
Michelle Sterling	111,000	220,025	—	—	—	—	331,025
Sandeep Vij	100,500	220,025	—	—	—	—	320,525
Howard H. Xia	100,500	220,025	—	—	—	—	320,525

Name	Age	Position
James R. Anderson	53	Chief Executive Officer and President
Sherri Luther	60	Chief Financial Officer and Treasurer
Rob Beard	47	Chief Legal and Global Affairs Officer and Secretary
Julie S. Eng	58	Chief Technology Officer
Giovanni Barbarossa	63	Chief Strategy Officer
Ilaria Mocciaro	54	Senior Vice President, Chief Accounting Officer and Corporate Controller

	Named Executive Officer (“NEO”)			Position
	James R. Anderson			Chief Executive Officer
	Sherri Luther1			Chief Financial Officer and Treasurer
	Rob Beard2			Chief Legal and Global Affairs Officer and Secretary
	Julie Eng			Chief Technology Officer
	Giovanni Barbarossa			Chief Strategy Officer
	Richard J. Martucci3			Former Interim Chief Financial Officer

NEOs Hired in Fiscal Year 2025	Base Salary ($)	Target Annual Incentive %	Target Total Cash ($)	Target PSUs ($)	Annual RSUs ($)	Total Target Annual Compensation ($)
Sherri Luther Chief Financial Officer and Treasurer	625,000	85%	1,156,250	2,100,000	1,400,000	4,656,250
Rob Beard Chief Legal and Global Affairs Officer, and Secretary	660,000	85%	1,221,000	1,950,000	1,300,000	4,471,000

NEO Hired in Fiscal 2025	Inducement Award Total Target Value	Inducement Award Structure
Sherri Luther Chief Financial Officer and Treasurer	$17,400,000	• $3,500,000 representing the value of Fiscal Year 2025 annual equity incentives • $13,900,000, largely equivalent to incentives forfeited at Ms. Luther’s prior employer Ms. Luther’s inducement award is structured as follows: • PSUs (60% of total award value): - valued at $10.44M, 3-year cliff vesting is tied to relative TSR performance • RSUs (40% of award value): - $1.40M, 3-year ratable vest term; and - $5.56M, 2-year annual ratable vest term Ms. Luther’s inducement award vesting periods are designed to approximate the time periods over which she would have earned or vested awards she forfeited when resigning from her former employer, with a greater emphasis on performance-based and long-term vesting requirements to foster a greater alignment with shareholder interests. Ms. Luther also received a cash sign-on bonus in the amount of $500,000, which is subject to repayment if Ms. Luther’s employment with the Company terminates before the second anniversary of the start date either by her voluntary resignation other than for “good reason” or by the Company for “cause.”
Rob Beard Chief Legal and Global Affairs Officer, and Secretary	$9,250,000	• $3,250,000 representing the value of Fiscal Year 2025 annual equity incentives; and • $6,000,000 largely equivalent to incentives forfeited at the prior employer. Mr. Beard’s inducement award is structured as follows: • PSUs (60% of total award value): - valued at $5.5M, 3-year cliff vesting is tied to relative TSR performance • RSUs (40% of total award value): - $3.7M, 3-year annual ratable vest term Mr. Beard’s inducement award vesting periods are designed to approximate the time periods over which he would have earned or vested awards he forfeited when resigning from his former employer, with a greater emphasis on performance-based and long-term vesting requirements to foster a greater alignment with shareholder interests.

	WHAT WE HEARD – KEY THEMES			WHAT WE DID
	Magnitude of the former CEO’s cash severance, which exceeded 3x base salary and target bonus			• The Compensation and Human Capital Committee commits to cap all go-forward cash severance payments provided to executives to no more than 3x base salary plus target bonus.
	Lack of disclosure of the achieved relative TSR results under our long-term incentive program			• We disclosed the achieved three-year total shareholder return level achievement associated with the 2023 PSUs, which vested at the end of fiscal 2025. Please see Page 55.
	Board oversight of executive succession planning			• The Board maintains an active and robust CEO and executive-level succession planning process. • In response to our shareholder feedback, this year’s proxy reflects an expanded disclosure regarding our Board’s oversight process of the CEO and executive succession planning.

Element	Description	Additional Detail
Base Salary	Fixed cash compensation. Determined based on each executive officer’s role, individual skills, experience, performance, and external market value.	Base salaries are intended to provide stable compensation to executive officers, enabling Coherent to attract and retain skilled executive talent and maintain a stable leadership team.
Short-Term Incentives: Annual Cash Incentive Opportunities	Variable cash compensation based on the level of achievement of pre-determined annual corporate goals. Primary executive officer program: Goals Results Incentive Program (“GRIP”) (significantly larger proportion of total opportunity for NEOs) Broad program in which both executive and eligible non-executive employees participate: Bonus Incentive Program (“BIP”) (significantly smaller proportion of total opportunity for NEOs) Cash incentive payouts range from zero for below-threshold performance and are capped at a maximum of 200% of each NEO’s target opportunity. To earn any credit toward a payout, performance against the corporate objectives must exceed a threshold performance level.	Annual cash incentive opportunities are designed to ensure that executive officers are motivated to achieve Coherent’s annual goals; with payout levels determined based on actual financial results.
Long-Term Incentives: Annual Equity-Based Compensation	Variable equity-based compensation. PSUs: Performance share units with three-year cliff vesting. For fiscal year 2025 grants, the vesting is tied to relative TSR performance. RSUs: Restricted stock units with three-year ratable annual vesting tied to continued service through each annual vesting date.	Designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers.

NEO	Fiscal Year 2024 Annualized Base Salary ($)	Fiscal Year 2025 Annualized Base Salary ($)	% Change
James R. Anderson	1,060,000	1,060,000	0.0
Sherri Luther1	NA	625,000	NA
Rob Beard1	NA	660,000	NA
Julie Eng	482,250	501,540	4.0
Giovanni Barbarossa	635,000	660,400	4.0
Richard Martucci	350,000	364,000	4.0

NEO	Fiscal Year 2024 Target Cash Incentive Opportunity (%)	Fiscal Year 2025 Target Cash Incentive Opportunity (%)
Jim Anderson1	NA	150%
Sherri Luther1	NA	85%
Rob Beard1	NA	85%
Julie Eng	75%	85%
Giovanni Barbarossa	85%	85%
Richard Martucci	55%	55%