Coherent Corp DEF 14A, filed Oct 9, 2026

Coherent Corp. (COHR)

DEF 14A 2026-10-09 For: 2026-11-18

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Added on October 09, 2026

About this DEF 14A

Coherent Corp filed this DEF 14A on October 9, 2026.

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	Notice of Annual Meeting					1
	Voting Matters and Board Recommendations					3
	Proxy Highlights					4
	PROPOSAL 1 ELECTION OF DIRECTORS					9
	Class Three Directors Standing for Election					12
	Continuing Directors					15
	Meetings and Standing Committees of the Board					22
	Director Independence and Corporate Governance Policies					24
	Director Compensation					30
	Security Ownership of Certain Beneficial Owners and Management					33
	Executive Officers					36
	PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPANY’S 2026 NAMED EXECUTIVE OFFICER COMPENSATION					38
	Fiscal Year 2026 Compensation Discussion and Analysis					40
	Compensation and Human Capital Committee Report					60
	Summary Compensation Table					61
	Grants of Plan-Based Awards Fiscal Year 2026					63
	Outstanding Equity Awards at Fiscal Year End					64
	Options Exercised and Stock Vested in Fiscal Year 2026					66
	Nonqualified Deferred Compensation Fiscal Year 2026					67
	Potential Payments upon Termination and/or Change in Control					68
	CEO Pay Ratio					75
	Pay Versus Performance					76
	PROPOSAL 3 RATIFICATION OF THE AUDIT AND RISK COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					81
	Report of the Audit and Risk Committee					83
	General Information about the Meeting					86
	Other Information					89
	Other Matters					89
	Annual Report on Form 10-K					90

MANAGEMENT PROPOSALS		BOARD RECOMMENDS	FOR MORE INFORMATION
PROPOSAL 1 Election of directors	Coherent’s Board is presenting four nominees, Joesph J. Corasanti, Patricia Hatter, Stephen A. Skaggs, and Sandeep Vij for election as Class Three 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 9
PROPOSAL 2 Non-binding advisory vote to approve fiscal year 2026 Named Executive Officer compensation	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 38
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 2027	Ernst & Young LLP is an independent auditing firm with the required knowledge and experience to effectively audit Coherent’s financial statements.	FOR	Page 81

	FISCAL YEAR 2026 PERFORMANCE HIGHLIGHTS
				22.5% REVENUE
				233 BPS GAAP GROSS MARGIN
				$4.64 GAAP EPS
				342% TSR

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.

	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: 62 BOARD COMMITTEES Audit and Risk Nominating and Corporate Governance (Chair) OTHER PUBLIC COMPANY BOARDS (past five years) None

	INDUSTRY LEADING SOLUTIONS
				DATACENTER & COMMUNICATIONS Enabling ultra-high speed data transmission with a broad portfolio of products for optical communications.
				INDUSTRIAL Lasers and optics products serving diverse industrial customers from semiconductor, automotive, and instrumentation

	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: 64 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. He currently serves on the board of directors of Ouster, Inc. 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 semiconductor Corp. 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: 64 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: 60 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) Adeia, Inc. (since 2025)

	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. He also sits on the U.S.-Japan Business Council. 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: 54 BOARD COMMITTEES None OTHER PUBLIC COMPANY BOARDS (past five years) Applied Materials (since July 2025) 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 wholly owned subsidiary of Visa, that provided electronic payment processing services on its behalf. 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 from 2015 through 2019 (the effective date of the Company’s acquisition of Finisar), and F5 Networks, Inc. from 2012 to March 2026. Mr. Dreyer received B.S. in psychology and an MBA from Washington State University.
	Class: One Director Since: 2019 Term Expires: 2027 Age: 62 BOARD COMMITTEES Audit and Risk Nominating and Corporate Governance OTHER PUBLIC COMPANY BOARDS (past five years) F5 Networks (2012-2026)

	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 the Founder and CEO of PagsGroup, a growth capital investment firm with expertise in biotech, technology, media and sports. Mr. Pagliuca is the former Co-Chair of Bain Capital, a global investment firm managing approximately $180 billion in assets. He currently serves as a Senior Advisor to the firm. Mr. Pagliuca is the Principal Owner and Co-Chairman of Atalanta B.C., the Serie A football club based in Bergamo, Italy. Atalanta reached a historic milestone in May 2024 by winning the Europa Cup — the club’s first major title in over 60 years. Previously, Mr. Pagliuca was a Managing Partner and Co-Owner of the Boston Celtics, and the Founder and President of the Boston Celtics Shamrock Foundation. A passionate advocate for science and education, Mr. Pagliuca, through the Pagliuca Family Foundation, established the Pagliuca Harvard Life Lab in 2016 — a state-of-the-art shared lab space designed to support Harvard University students and faculty in biotech and life sciences research. Mr. Pagliuca has served on the board of Gartner, Inc., a research and advisory company, since 2010. He joined the boards of Symbotic, Inc. and Norwegian Cruise Lines in 2026. 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: 71 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) Gartner, Inc. (since 2010) Symbotic, Inc. (since 2026) Norwegian Cruise Lines (since 2026)

	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: 58 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 Electrophysics, from Polytechnic School of Engineering of New York University.
	Class: One Director Since: 2011 Term Expires: 2027 Age: 66 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) None

	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. He is an Operating Advisor for AFI Partners, and serves on the boards of its portfolio companies. Mr. DiGirolamo is also a Senior Advisor for Franchise Equity Partners. From 2013 to 2017, Mr. DiGirolamo 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. From 2008 to 2010, Mr. DiGirolamo 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 has served on the board of directors of SAAB Sweden (2008-2010), Metromedia International Group (2010-2017), Premier Trailer Leasing, Inc. (2012-2013), IdentiFix (2013-2014), GTS Ireland (2018-2023), Garsite (2018-2023), and Europa Sports (2021-2024). Mr. DiGirolamo holds a B.S. degree from Central Michigan University, where he delivered a commencement address, was awarded an honorary doctorate, and has been inducted into the Business School Hall of Fame, 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, a member of the Detroit Opera House board of directors and board of trustees, and a member of both the Technical Advisory Committee and the Finance Council for the Archdiocese of Detroit.
	Class: Two Director Since: 2018 Term Expires: 2028 Age: 71 BOARD COMMITTEES Audit and Risk OTHER PUBLIC COMPANY BOARDS (past five years) None

AUDIT AND RISK COMMITTEE		Meetings in FY 2026: 7 All members are independent

CHAIR • Stephen Skaggs* OTHER MEMBERS • Joseph Corasanti* • Enrico DiGirolamo* • Michael Dreyer • David Motley • Shaker Sadasivam* * 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

COMPENSATION AND HUMAN CAPITAL COMMITTEE		Meetings in FY 2026: 5 All members are independent

CHAIR • Michelle Sterling OTHER MEMBERS • Stephen Pagliuca • Elizabeth Patrick • Sandeep Vij • Howard Xia	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	2,551	5,812	5,812
Enrico DiGirolamo	2,551	—	—
Michael L. Dreyer	2,551	6,000	6,000
Patricia Hatter	2,551	5,812	5,812
David L. Motley	2,551	—	—
Lisa Neal-Graves	2,551	—	—
Stephen Pagliuca	2,551	—	—
Elizabeth A. Patrick	2,551	—	—
Shaker Sadasivam	2,551	—	—
Stephen A. Skaggs	2,551	—	—
Michelle Sterling	2,551	—	—
Sandeep Vij	2,551	—	—
Howard H. Xia	2,551	15,532	15,532

Name and Address	Number of Shares of Common Stock	Percent of Common Stock1
Vanguard Capital Management2 100 Vanguard Blvd. Malvern, PA 19355	13,968,914	7.1%
BlackRock, Inc.3 50 Hudson Yards New York, NY 10001	12,978,940	6.6%
FMR LLC4 245 Summer Street Boston, MA 02210	11,006,110	5.6%

	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 held senior engineering, management and global commercial leadership positions with Respironics (now Philips), Covidien Surgical Devices (now Medtronic), and Headwaters SC (now EY). 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: 2028 Age: 67 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”), and Arkansas Legal Aid. 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: 2028 Age: 63 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, President and Chief Executive Officer of Brightest Bio. 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: 2028 Age: 66 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: 2028 Age: 59 BOARD COMMITTEES Compensation and Human Capital (Chair) OTHER PUBLIC COMPANY BOARDS (past five years) TuSimple (2021-2022) LeddarTech (2023-2025) Digital Turbine (since 2019)

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE		Meetings in FY 2026: 4 All members are independent

CHAIR • Joseph Corasanti OTHER MEMBERS • Michael Dreyer • Patricia Hatter • Lisa Neal-Graves • Stephen Skaggs	The Committee develops Coherent’s corporate governance policies, oversees matters of Board composition and refreshment, and provides guidance on sustainability goals.
	KEY RESPONSIBILITIES • Oversees the Company’s corporate governance policies and practices to ensure that it aligns with the Company’s overall business strategy • Oversees the Company’s engagement with external stakeholders on corporate governance matters • Makes recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a shareholder vote • In coordination with the Compensation and Human Capital Committee, assesses the adequacy of succession planning for management of the Company • Facilitates annual self-evaluations of the Board and the Board committees • Oversee the Company’s ethical culture and sustainability vision, management’s systems to assure occupational and environmental health and safety, and its environmental, social and governance goals • Oversees the systems, policies, controls, and procedures to identify, mitigate, manage and disclose risks and incidents related to cybersecurity

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	62,500	271,241	—	—	—	—	333,741
Enrico DiGirolamo	97,500	271,241	—	—	—	—	368,741
Michael L. Dreyer	57,500	271,241	—	—	—	—	328,741
Patricia Hatter	50,000	271,241	—	—	—	—	321,241
Lisa Neal-Graves	50,000	271,241	—	—	—	—	321,241
David L. Motley	52,500	271,241	—	—	—	—	323,741
Stephen Pagliuca	50,250	271,241	—	—	—	—	321,491
Elizabeth A. Patrick	50,250	271,241	—	—	—	—	321,491
Shaker Sadasivam	52,500	271,241	—	—	—	—	323,741
Stephen A. Skaggs	65,000	271,241	—	—	—	—	336,241
Michelle Sterling	55,500	271,241	—	—	—	—	326,741
Sandeep Vij	50,250	271,241	—	—	—	—	321,491
Howard H. Xia	—	271,241	—	—	50,250	—	321,491

	Beneficial Ownership of Common Stock1
	Shares	Percent
James R. Anderson2	60,229	*
Joseph J. Corasanti2,3	85,726	*
Enrico DiGirolamo2,3	16,959	*
Michael L. Dreyer2,3	18,085	*
Patricia Hatter2,3	29,392	*
David L. Motley2	25,918	*
Lisa Neal-Graves2	14,954	*
Stephen Pagliuca2	18,468	*
Elizabeth A. Patrick2	5,103	*
Shaker Sadasivam2	40,894	*
Stephen A. Skaggs2	14,313	*
Michelle Sterling2	8,645	*
Sandeep Vij2,4	24,467	*
Howard H. Xia2,3	65,551	*
Sherri Luther2	9,484	*
Rob Beard2	10,861	*
Julie Eng2	17,252	*
Jeffrey Place2	4,724	*
Giovanni Barbarossa2	154,815	*
All current executive officers and Directors as a group (18 persons)2,3,4	486,549	*

Name	Age	Position
James R. Anderson	54	Chief Executive Officer and President
Sherri Luther	61	Chief Financial Officer and Treasurer
Rob Beard	48	Chief Strategy and Legal Affairs Officer and Secretary
Julie S. Eng	59	Chief Technology Officer
Jeffrey Place	53	Chief Supply Chain Officer
Ilaria Mocciaro	56	Senior Vice President, Chief Accounting Officer and Corporate Controller

	Named Executive Officer (“NEO”)			Position
	James R. Anderson			Chief Executive Officer
	Sherri Luther			Chief Financial Officer and Treasurer
	Rob Beard			Chief Strategy and Legal Affairs Officer and Secretary
	Julie Eng			Chief Technology Officer
	Jeffrey Place			Chief Supply Chain Officer
	Giovanni Barbarossa1			Former Chief Strategy Officer

	Continued review of NEO compensation			The Compensation and Human Capital Committee (the “Committee”) continually reviews our NEO compensation elements and target opportunities against our peer group benchmarks.
	Annual incentive program			Moved to single a program called the Employee Incentive Program (“EIP”), which replaced Goals Results Incentive Program (“GRIP”) and broader-based Bonus Incentive Program (“BIP”), as further described in the “Components of our Compensation Program — Annual Cash Incentive Programs” section of this CD&A. In fiscal year 2026, the Company achieved record revenue and adjusted EBITDA. As a result, overall performance under the fiscal year 2026 EIP had an achievement level of 190% (above target).
	Long-term incentives			Maintained a performance focused equity mix of 60% performance stock units (“PSUs”) (at target) and 40% time-based restricted stock units (“RSUs”) in the long-term incentive program. Granted PSUs with a three-year performance period of July 1, 2025 through June 30, 2028, which awards are earned based on rTSR (100%) measured against S&P Composite 1500 — Electronic Equipment Instruments & Components Index.
	Fiscal year 2024 PSUs			Fiscal year 2024 PSUs were tied to performance against two equally weighted metrics (rTSR and Cash Flow from Operations). Strong shareholder returns resulted in a 200% achievement for the rTSR PSUs. The Cash Flow from Operations PSUs did not achieve the threshold performance level and resulted in zero percent payout, underscoring the program’s rigor. Each of the metrics is further described under “Components of our Compensation Program — Fiscal Year 2024-2026 PSU” section of this CD&A.

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	Employee Incentive Program (“EIP”) is a variable cash compensation program based on the level of achievement of pre-determined annual corporate goals. Cash incentive payouts range from zero for below-threshold performance to a maximum cap of 200% of each NEO’s target opportunity. To earn any 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 2026 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 2025 Annualized Base Salary ($)	Fiscal Year 2026 Annualized Base Salary ($)	% Change
James R. Anderson	1,060,000	1,102,400	3.8%
Sherri Luther	625,000	656,250	4.8%
Rob Beard	660,000	686,400	3.8%
Julie Eng	501,540	551,694	9.1%
Jeffrey Place	—	550,000	NA
Giovanni Barbarossa	660,400	680,212	2.9%

NEO	Fiscal Year 2025 Target Cash Incentive Opportunity (%)	Fiscal Year 2026 Target Cash Incentive Opportunity (%)
Jim Anderson	150%	165%
Sherri Luther	85%	85%
Rob Beard	85%	85%
Julie Eng	85%	85%
Jeffrey Place	85%	85%
Giovanni Barbarossa	85%	85%

Performance Metric	Relative Weighting (%)	Threshold 75% of target payout ($ million)	Target 100% of target payout ($ million)	Maximum 200% of target payout ($ million)	Actual Achievement Including Approved Adjustments ($ million)	Weighted Payout (%)
Revenue	50	4,777.5	6,370.0	7,325.5	7,287.9	190%
Adjusted EBITDA	50	1,162.5	1,550.0	1,782.5	1,744.7	190%
Total Weighted Payout						190%

NEO	Fiscal Year 2026 Base Salary ($)	Fiscal Year 2026 EIP Target Cash Incentive Opportunity (as a % of Base Salary) (%)	Target Incentive ($)	Performance Attainment (%)	Total Fiscal Year 2026 EIP Cash Incentive Payout Amount ($)
Jim Anderson	1,102,400	165%	1,818,960	190%	3,456,024
Sherri Luther	656,250	85%	557,813	190%	1,059,844
Rob Beard	686,400	85%	583,440	190%	1,108,536
Julie Eng	551,694	85%	468,940	190%	890,986
Jeffrey Place	550,000	85%	467,500	190%	888,250
Giovanni Barbarossa	680,212	85%	578,180	190%	1,098,542

Performance Level	TSR Percent Rank	Earned Percentage
Below Threshold	Below 25th Percentile	0%
Threshold	25th Percentile	50%
Target	50th Percentile	100%
Maximum	75th Percentile and above	200%

NEO	Target Value2 ($)	PSUs ($)	PSUs (#)	RSUs ($)	RSUs (#)
Jim Anderson	16,500,000	9,900,000	102,199	6,600,000	68,133
Sherri Luther	3,800,000	2,280,000	23,537	1,520,000	15,692
Rob Beard	3,500,000	2,100,000	21,679	1,400,000	14,453
Julie Eng1	8,500,000	7,100,000	73,295	1,400,000	14,453
Jeffrey Place	4,000,000	2,400,000	24,776	1,600,000	19,525
Giovanni Barbarossa	2,800,000	1,680,000	17,343	1,120,000	11,562

	Cumulative rTSR			Payout vs. Target
	Below the S&P Composite 1500 – Electronic Equipment, Instruments & Components 25th percentile			0%
	Between S&P Composite 1500 – Electronic Equipment, Instruments & Components 25th to 50th percentile			50.00% to 99.99%
	Equal to the S&P Composite 1500 – Electronic Equipment, Instruments & Components 50th percentile			100%
	Between S&P Composite 1500 – Electronic Equipment, Instruments & Components 50th to 75th percentile			100.01% to 199.99%1
	S&P Composite 1500 – Electronic Equipment, Instruments & Components 75th percentile or greater			200%1