Coherent Corp. DEF 14A: Executive Compensation & Equity Awards

Ticker: COHR · Form: DEF 14A · Filed: Oct 4, 2024 · CIK: 820318

Sentiment: neutral

Topics: executive-compensation, annual-meeting, equity-awards, corporate-governance

TL;DR

COHR DEF 14A out: exec pay details, equity award values, vesting info for FY24.

AI Summary

Coherent Corp. filed its DEF 14A on October 4, 2024, detailing executive compensation and corporate governance matters for the fiscal year ending June 30, 2024. The filing includes information on equity awards granted, vested, and forfeited for key executives such as Vincent D. Mattera Jr. and James R. Anderson. It also provides details on the fair value of these awards and changes related to their vesting.

Why It Matters

This filing provides transparency into how Coherent Corp. compensates its top executives, which can influence investor decisions and perceptions of the company's management and financial health.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine disclosures, but the details on executive compensation and equity awards can sometimes reveal insights into management's performance expectations and potential future stock performance.

Key Numbers

Key Players & Entities

FAQ

What was the total compensation for Vincent D. Mattera Jr. in fiscal year 2024?

The filing does not explicitly state the total compensation in a single figure but details equity awards, including fair value at grant and changes in fair value upon vesting, for the fiscal year ending June 30, 2024.

What is the primary purpose of this DEF 14A filing for Coherent Corp.?

The primary purpose is to provide information to shareholders regarding the annual meeting of shareholders, including details on executive compensation, director nominations, and corporate governance.

When did Coherent Corp. change its name from II-VI INC?

The date of the name change from II-VI INC to Coherent Corp. was July 3, 1992.

What specific types of equity awards are detailed for executives?

The filing details equity awards such as those granted, unvested as of year-end, vested during the year, and forfeited during the year, with associated fair values.

What is the SIC code for Coherent Corp.?

The Standard Industrial Classification (SIC) code for Coherent Corp. is 3827, which corresponds to Optical Instruments & Lenses.

Filing Stats: 4,676 words · 19 min read · ~16 pages · Grade level 12.1 · Accepted 2024-10-04 07:31:09

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 29 Executive Officers 31 PROPOSAL 2 — Non-Binding Advisory Vote to Approve the Company's 2024 Named Executive Officer Compensation, as Disclosed in This Proxy Statement 32 Fiscal Year 2024 Compensation Discussion and Analysis 60 Compensation and Human Capital Committee Report 61 Summary Compensation Table 63 Grants of Plan-Based Awards Fiscal Year 2024 64 Outstanding Equity Awards at Fiscal Year End 65 Options Exercised and Stock Vested in Fiscal Year 2024 66 Nonqualified Deferred Compensation Fiscal Year 2024 66 Potential Payments Upon Termination and/or Change in Control 77 CEO Pay Ratio 78 Pay Versus Performance 82 Report of the Audit Committee 83 PROPOSAL 3 — Approval of the Amendment and Restatement of the Coherent Corp. Omnibus Incentive Plan 91 Equity Compensation Plan Information 92 PROPOSAL 4 — Ratification of the Audit Committee's Selection of Independent Registered Public Accounting Firm 93 Other Information 93 Shareholder Proposals 93 Householding 94 Other Matters 94 Annual Report on Form 10-K to the Securities and Exchange Commission A-1 Coherent Corp. Omnibus Incentive Plan B-1 Reconciliation of GAAP Net Earnings (Loss), EBITDA and Adjusted EBITDA Table of Contents Coherent Corp. 375 Saxonburg Blvd. Saxonburg, PA 16056-9499 USA Proxy Statement for the Annual Meeting of Shareholders TO BE HELD ON NOVEMBER 14, 2024 GENERAL The enclosed proxy is solicited on behalf of the Board of Directors (the "Board") of Coherent Corp., a Pennsylvania corporation (the "Company" or "Coherent"), for use at the annual meeting of Shareholders ("the Annual Meeting") to be held on November 14, 2024, at 12:00 p.m. Eastern Standard Time/9:00 a.m. Pacific Standard Time, or any rescheduled date. These proxy materials were first made available on or about October 4, 2024, to shareholders of record on September 11, 2024 (the "Record

: Gender Identity

Part I: Gender Identity Directors 4 10 0 0

: Demographic Background

Part II: Demographic Background African American or Black 1 1 0 0 Alaskan Native or Native American 0 0 0 0 Asian 0 3 0 0 Hispanic or Latinx 0 0 0 0 Native Hawaiian or Pacific Islander 0 0 0 0 White 3 6 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 0 0 0 Didn't Answer 0 0 0 0 8 Table of Contents DIRECTOR ATTRIBUTES AND EXPERIENCE (as of August 31, 2024) The table below highlights some of the categories of key attributes and experience possessed by our continuing directors and nominees for election which are further defined below, and which are valued by our Board in guiding a complex, global manufacturing company and in overseeing our strategy for future growth. The biographies of our directors include more information about our directors' relevant skills, experience and qualifications. James R. Anderson Chief Executive Officer and Director Joseph J. Corasanti Director Enrico DiGirolamo Chair Michael L. Dreyer Director Lisa Neal-Graves Director Patricia Hatter Director David L. Motley Director Steven Pagliuca Director Elizabeth A. Patrick Director Shaker Sadasivam Director Stephen A. Skaggs Director Michelle Sterling Director Sandeep Vij Director Howard H. Xia Director # of Directors with Skill/Experience 10 7 9 6 10 13 14 14 14 7 2 9 Table of Contents The attributes and experience above are defined as follows: Risk Management/ESG: Directors with specific expertise in risk management and/or environmental, social and/or governance matters. Accounting/Finance: Directors with a deep understanding of finance, accounting principles and methodologies, financial reporting, financial management, capital markets, fin

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