DEF 14A

DEF 14A 1 d538795ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

COHERENT CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

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

\ LOGO

LOGO

Coherent Corp.

375 Saxonburg Blvd.

Saxonburg, PA 16056-9499

USA

October 6, 2022

Dear Coherent Shareholders:

I am pleased to invite you to attend the 2022 Annual Meeting of Shareholders of the new Coherent Corp. (“Coherent,” or the “Company”), which was formerly named II-VI Incorporated, on November 16, 2022, at 3:00 p.m. Eastern Standard Time. Our Annual Meeting will again be held by webcast, and you will be able to participate in the Annual Meeting online. We believe that hosting a virtual Annual Meeting allows for greater shareholder participation and enhances our ability to communicate with our shareholders. At the Annual Meeting, shareholders will vote on the matters set forth in the Fiscal Year 2022 Proxy Statement (the “Proxy Statement”), and the accompanying notice of the annual meeting.

Fiscal Year 2022 was another successful year for the Company. We achieved record financial results while preparing for the closing of the Coherent, Inc. acquisition, which occurred on July 1, 2022. Financial highlights include record revenue, backlog and bookings along with record adjusted net income. In addition, we published our first ESG report, which is another critical milestone on our ESG journey.

We continue on a trajectory to fulfill our objective of enabling the change that the World is experiencing today – becoming more connected, intelligent, mobile and electric, among our contributions to building a sustainable world. Our portfolio of products and technology, including the addition of Coherent, Inc., enables us to help make the world safer, healthier, closer and more efficient while driving shareholder value creation.

Your vote is important to us. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted. In advance of the Annual Meeting on November 16, please cast your vote through the internet, by telephone, or by mail. Instructions on how to vote are found in the section entitled “How Do I Vote” in the Proxy Statement Summary.

I would like to note that Mr. Francis Kramer is not standing for re-election at the Annual Meeting and his tenure as a director will end at that time. We would like to recognize and thank Francis Kramer for his service, including as the Company’s second CEO, and for his many years as a director. I am pleased to announce, however, that Fran will remain with the Company as Special Advisor to the CEO following the Annual Meeting. Fran will have forty years of continuous service to the Company in 2023, and I look forward to the opportunity to continue to work with him on strategic matters for many years to come.

On behalf of the Board of Directors, management and all Coherent employees, thank you for your investment and interest in Coherent.

Sincerely,

LOGO

VINCENT D. MATTERA, JR., PHD

Chair and Chief Executive Officer

LOGO

Coherent Corp.

375 Saxonburg Blvd.

Saxonburg, PA 16056-9499

USA

Notice of Annual Meeting of Shareholders


DATE:		November 16, 2022
TIME:		3:00 p.m. Eastern Standard Time
PLACE:		Via webcast at www.virtualshareholdermeeting.com/COHR2022

VOTING

Shareholders are asked to vote on the following items at the Annual Meeting:

1.	Election of four Class Two directors, each for a three-year term to expire in 2025.

2.	A non-binding advisory vote to approve compensation paid to our named executive officers in fiscal year 2022, as disclosed in this proxy statement.

3.	Ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2023.

4.	Any other matters that properly come before the Annual Meeting.

RECORD DATE

Shareholders of record at the close of business on September 15, 2022, are entitled to notice of, and to vote at, the Annual Meeting, and any adjournment or postponement of the Annual Meeting.

AVAILABILITY OF MATERIALS

Shareholders of record will automatically receive a printed set of proxy materials, including a proxy card. For shareholders who hold shares through a broker, bank or other nominee (commonly referred to as held in “street name”), we furnish proxy materials via the internet. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail from your broker, bank or other nominee, you will not receive a printed copy of the proxy materials unless you request one. The Notice instructs you how to access and review all of the important information contained in the proxy materials over the Internet. The Notice also provides instructions for submitting your proxy over the Internet. If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting materials included in the Notice.

This proxy statement and Proxy Card will first be made available to shareholders on or about October 6, 2022.

By Order of the Board

LOGO

RONALD BASSO, Secretary

October 6, 2022

YOUR VOTE IS IMPORTANT. WE URGE YOU TO CAST YOUR VOTE AS INSTRUCTED IN THE NOTICE OR PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU DID NOT RECEIVE A PAPER PROXY CARD, YOU MAY REQUEST ONE BY CONTACTING THE COMPANY’S SECRETARY AT COHERENT CORP., 375 SAXONBURG BOULEVARD, SAXONBURG, PA 16056.

TABLE OF CONTENTS


PAGE		ITEM

Preceding		Notice of Annual Meeting of Shareholders

1		General

4		Matters of Business, Votes Needed and Recommendations of the Board of Directors

5		Corporate Responsibility and ESG Highlights

9		PROPOSAL ONE — ELECTION OF DIRECTORS

10		Class Two Directors Standing for Election

12		Continuing Directors

15		Meetings and Standing Committees of the Board of Directors

16		Director Independence and Corporate Governance Policies

20		Director Compensation

21		Director Compensation for Fiscal Year 2022

23		Security Ownership of Certain Beneficial Owners and Management

25		Executive Officers

27		PROPOSAL TWO — Non-Binding Advisory Vote to Approve the Company’s 2022 Named Executive Officer Compensation, as Disclosed in This Proxy Statement

28		Compensation Discussion and Analysis

28		Executive Summary

29		Compensation Philosophy and Objectives

29		Executive Compensation Process

31		Elements of Executive Compensation

32		Fiscal Year 2022 Executive Compensation

35		Additional Information

39		Compensation and Human Capital Committee Report

40		Summary Compensation Table

42		Grants of Plan-Based Awards Fiscal Year 2022

43		Outstanding Equity Awards at Fiscal Year End

44		Options Exercised and Stock Vested in Fiscal Year 2022

45		Nonqualified Deferred Compensation Fiscal Year 2022

46		Equity Compensation Plan Information

46		Potential Payments upon Change in Control and Employment Termination

51		CEO Pay Ratio

53		Report of the Audit Committee

54		PROPOSAL THREE — Ratification of the Audit Committee’s Selection of Independent Registered Public Accounting Firm

54		Other Information

LOGO

Coherent Corp.

375 Saxonburg Blvd.

Saxonburg, PA 16056-9499

USA

Proxy Statement for the

Annual Meeting of Shareholders

TO BE HELD ON NOVEMBER 16, 2022

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 16, 2022, at 3:00 p.m. Eastern Standard Time, or any rescheduled date. These proxy materials were first made available on or about October 6, 2022, to shareholders of record on September 15, 2022 (the “Record Date”).

The Annual Meeting will occur as a virtual meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/COHR2022. You will need your control number, included on your proxy card or Notice, to access the webcast. Please see the Company’s website at www.coherent.com/investor-relations for further information about the Annual Meeting.

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

Shareholders will act on the matters outlined on the cover page of this proxy statement. We are not aware of any other matters to be presented at the Annual Meeting. If any other matter is properly presented at the Annual Meeting, your proxy holder will vote your shares in his or her discretion.

WHO MAY VOTE AT THE ANNUAL MEETING?

You are entitled to vote at the Annual Meeting if our records show that you held shares of Company common stock, no par value (“Common Stock”), as of the close of business on the Record Date. As of the Record Date, 138,370,570 shares of Common Stock were issued and outstanding. In addition, 75,000 shares of the Company’s Series B-1 convertible preferred stock, no par value (“Series B-1 Preferred Stock”), and 140,000 shares of the Company’s Series B-2 convertible preferred stock, no par value (“Series B-2 Preferred Stock”, and together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), which are entitled to vote as one class with the Common Stock on an as-converted basis, were issued and outstanding as of the Record Date.

Unless the context provides otherwise, references in this proxy statement to “shareholders” means, collectively, holders of Common Stock and holders of Series B Preferred Stock.

WHAT ARE THE VOTING RIGHTS OF HOLDERS OF COHERENT COMMON STOCK AND SERIES B PREFERRED STOCK?

Each share of Common Stock is entitled to one vote on all matters submitted to a vote of the shareholders, including the election of directors. Each share of Series B Preferred Stock is entitled to 26,130,220 votes, which represents the number of whole shares of Common Stock (rounded to the nearest whole share) into which each share of Series B Preferred Stock was convertible on the Record Date. Shareholders do not have cumulative voting rights.


1

WHO MAY PARTICIPATE IN THE ANNUAL MEETING?

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on September 15, 2022, or hold a valid proxy for the Annual Meeting. To participate in the virtual Annual Meeting, including to vote, ask questions, and view the list of registered shareholders as of the Record Date, you must access the meeting website at www.virtualshareholdermeeting.com/COHR2022. To vote or submit a question, you will need the control number included on your proxy card or Notice, and to follow the instructions posted at www.virtualshareholdermeeting.com/COHR2022. If you encounter any difficulties accessing the Annual Meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.

We will endeavor to answer as many shareholder-submitted questions as time permits that comply with the meeting rules of conduct. We reserve the right to group questions on the same topic, to edit inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business.

WHAT CONSTITUTES A QUORUM?

Our bylaws provide that the presence, in person (virtually) or by proxy, of shareholders entitled to cast at least a majority of votes that all shareholders are entitled to cast on the Record Date will constitute a quorum at the Annual Meeting. The virtual presence via the webcast or by proxy of shareholders entitled to cast at least 69,185,286 votes will be required to establish a quorum. Proxies received but marked as abstentions and broker non-votes (explained below) will be included as shares present when determining whether there is a quorum. If there is no quorum, the presiding officer of the Annual Meeting, or the shareholders present and entitled to cast a majority of the votes present at the Annual Meeting, may adjourn the Annual Meeting to another date.


2

HOW DO I VOTE?

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. If entitled to vote, you may vote:

✓

Through your broker: If your shares are held through a broker, bank or other nominee (commonly referred to as held in “street name”), you will receive instructions from them that you must follow to have your shares voted. If you do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any matter that your broker, bank or other nominee does not have discretionary authority to vote on.

✓

Returning a Proxy Card: If you receive a proxy card, sign and date it, then return it promptly in the envelope provided. If your signed proxy card is received before the Annual Meeting, the designated proxies will vote your shares as you direct. If you return a signed proxy card that does not direct how to vote on a proposal, the designated proxies will vote in their discretion as recommended by the Board on that proposal.

✓

Using the Telephone: Dial toll-free at 1-800-690-6903 (toll free within the U.S. and Canada), or +1-720-378-5962 for calls made from outside the U.S. or Canada, and follow the recorded instructions. You will be asked to provide the control number from your proxy card or Notice.

✓

Via the Internet: Go to www.proxyvote.com and follow the instructions provided. You will be asked for the control number located on the proxy card or Notice.

✓

Virtually During the Annual Meeting: Please follow the instructions posted at www.virtualshareholdermeeting.com/COHR2022. All votes must be received before the polls close during the Annual Meeting.

HOW DO I REQUEST PAPER COPIES OF THE PROXY MATERIALS?

Please refer to the Notice for the ways you may request a paper copy of the proxy statement and proxy card.

CAN I CHANGE OR REVOKE MY VOTE AFTER I VOTE ONLINE OR RETURN MY PROXY CARD?

Yes. Even after you have submitted your proxy, you may change or revoke your vote at any time before the proxy is exercised. You may (i) deliver a notice of revocation or deliver a later-dated proxy to the Company’s Secretary at Coherent Corp., 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056; (ii) submit another vote via the Internet or by telephone; or (iii) vote during the Annual Meeting. Your participation in the Annual Meeting will not automatically revoke a previously submitted proxy. A shareholder’s last vote is the vote that will be counted.

WHAT ARE THE RECOMMENDATIONS OF THE BOARD?

Unless you give other instructions when you vote, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. These recommendations are set forth in the description of each proposal in this proxy statement. In summary, the Board recommends a vote:

FOR election of the nominated slate of Class Two Directors for terms expiring in 2025 (see Proposal 1);

FOR approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement (see Proposal 2);

FOR ratification of the Audit Committee’s selection of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending June 30, 2023 (see Proposal 3).

With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

WHAT IS THE EFFECT OF ABSTENTIONS AND BROKER NON-VOTES?

For each of the matters to be voted on at the Annual Meeting, abstentions and broker non-votes will be counted for purposes of establishing a quorum, but will not be counted in determining the number of votes necessary for approval. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular matter because it did not receive instructions from the beneficial owner. A nominee may have discretionary authority to vote on Proposal 3 but will not be permitted to vote a beneficial owner’s shares on Proposals 1 or 2 absent having instructions from the beneficial owner. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election of directors, since they are not considered to be “votes cast”. Abstentions have the effect of a vote “AGAINST” with respect to Proposals 2 and 3 while broker non-votes have no effect.


3

MATTERS OF BUSINESS, VOTES NEEDED AND

RECOMMENDATIONS OF THE BOARD OF DIRECTORS


	For More Information	Board Recommended
*Proposal 1 – Election of Directors*	Page 9	✓For Each Nominee
Each outstanding share of our Common Stock and our Series B Preferred Stock is entitled to vote for as many separate nominees as there are directors to be elected. There are four directors nominated for election to Class Two of our Board at the Annual Meeting: Shaker Sadasivam, Enrico Digirolamo, David Motley and Lisa Neal-Graves. A nominee will be elected to the Board if the number of votes cast for the nominee exceeds the number of votes cast against the nominee’s election, subject to the Company’s policy described under “Proposal 1 — Election of Directors — Director Conditional Resignation Policy.” Abstentions and broker non-votes have no effect on this matter. The Board recommends that you vote FOR the election of each of the Board’s nominees for director.		✓For Each Nominee

*Proposal 2 — Non-binding advisory vote to approve compensation paid to named executive officers in fiscal year 2022, as disclosed in this proxy statement*	Page 27	✓For

The affirmative vote of at least a majority of the votes that all shareholders present at the Annual Meeting, in person or by proxy, are entitled to cast is required to approve on a non-binding advisory basis the compensation of our named executive officers for fiscal year 2022, as disclosed in this proxy statement. Abstentions have the effect of an “AGAINST” vote, and broker non-votes have no effect. Because this is an advisory vote, it will not be binding on the Company or the Board. However, the Compensation and Human Capital Committee will consider the voting results, among other factors, when making future decisions on executive compensation. The Board recommends that you vote FOR the resolution approving the Company’s fiscal year 2022 named executive officer compensation.

Proposal 3 — Ratification of the Audit Committee’s selection of EY as the Company’s independent registered public accounting firm (“Independent Accountants”) for the fiscal year ending June 30, 2023	Page 54	✓For

The affirmative vote of at least a majority of the votes that all shareholders present at the Annual Meeting, in person or by proxy, are entitled to cast is required to ratify the appointment of EY as the Company’s Independent Accountants for the fiscal year ending June 30, 2023. Abstentions have the effect of an “AGAINST” vote, and broker non-votes have no effect. The Audit Committee is responsible for appointing the Company’s Independent Accountants. The Audit Committee is not bound by the outcome of this vote, but, if the appointment of EY is not ratified by shareholders, the Audit Committee will reconsider the appointment. The Board recommends that you vote FOR the ratification of the Audit Committee’s selection of EY as the Company’s Independent Accountants for the fiscal year ending June 30, 2023.


4

CORPORATE RESPONSIBILITY AND ESG HIGHLIGHTS

Our ESG strategy and programs are developed by our management team, with the guidance and direction of our Board of Directors and the Environmental, Social Responsibility and Governance Committee. We recently published our first ESG Report which described in more detail our ESG strategy and priorities. Below are some of the highlights of our environmental, social responsibility and governance programs.


*Environmental Initiatives and Achievements*

Climate and Energy Management		✓ Launched greenhouse gas (GHG) emissions inventory accounting process across our global operations to measure, monitor and reduce Scope 1 and Scope 2 emissions. ✓ Entered into renewable electricity contracts for 40 sites around the world, including 35 sites that now source 100% of their annual electricity requirements from renewable sources. ✓ Completed multiple energy-efficiency projects resulting in an estimated energy savings in excess of 10 million kWh per year.
*Social Initiatives and Achievements*

Inclusion and Diversity		✓ Adopted formal Diversity, Equity, and Inclusion Policy that applies to the Board, and all employees, contractors or other entities or individuals affiliated with the Company. ✓ Chair and CEO joined the CEO Action for Diversity and Inclusion Pledge, which includes a commitment to engage the Board when developing Diversity, Equity and Inclusion (“DEI”) strategies and initiatives. ✓ Formed the Global DEI Advisory Council, which is comprised of a diverse representation of leaders from across the Company, and is sponsored by one of our Directors.

Ethics and Compliance		✓ Coherent’s Code of Ethical Business Conduct applies to all Company Directors, officers and employees. ✓ Our Company-wide ethics and compliance program emphasizes the importance of integrity in guiding our business and is the framework for how we put our core values into practice. ✓ We expect our suppliers to adhere to ethical and sustainable business practices as outlined in our Supplier Standards.


5


*Corporate Governance*

Independence		✓ 11 of 13 directors are independent. ✓ Fully independent Board committees.

Diversity		✓ Six of 13 directors, including three Class Two nominees, are female and/or racially/ethnically diverse. ✓ 100% of new directors since 2019 are female and/or racially diverse excluding those selected by Finisar, Bain and Coherent, Inc., in connection with those transactions. ✓ Directors represent a mix of skills, experience, backgrounds and tenures.

Engagement		✓ Director attendance at Board and committee meetings averaged over 95% in fiscal year 2022. ✓ Non-employee directors, and independent directors meet in regular executive sessions without management present.

Tenure		✓ Average director tenure is 7.4 years, and the median is 4 years. ✓ Seven of 13 directors have joined the Board in the past three years, including two directors designated by Coherent, Inc., pursuant to the acquisition.

LOGO

Learn More

In October 2022 we published our first Sustainability Report. You can learn more about Coherent and our sustainability efforts by visiting our website at www.coherent.com.


6

DIVERSITY OF OUR DIRECTORS

We believe boardroom diversity is integral to effective corporate governance and improves the quality of decision-making, strategic vision and risk management. Our Board of Directors is comprised of a diverse group of individuals with a broad spectrum of professional backgrounds. The Environmental, Social Responsibility and Governance Committee seeks to find director candidates who have demonstrated executive leadership ability and who are representative of the broad scope of shareholder interests by identifying candidates from varied industries having diverse cultural or ethnic backgrounds, viewpoints and ages. The Board of Directors believes that its current members provide this diversity. Below are self-identified diversity characteristics of our directors.



Board Diversity Matrix

Total Number of Directors	13
Total Number of Directors	Female	Male	Non-Binary	Did not Disclose Gender
Part I: Gender Identity
Directors	2	11	0	0
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	1	7	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Didn’t Answer	0	0	0	0

LOGO


7

SKILLS, EXPERTISE AND EXPERIENCE OF OUR DIRECTORS

The table below lists some of the key skills, experience and expertise possessed by our continuing directors and nominees for election. The skills listed below are those that are valued by our Board in guiding a complex, global manufacturing and in overseeing our strategy for future growth. A checkmark indicates a specific area of focus or expertise on which the Board particularly relies. The biographies of our directors include more information about our directors’ relevant skills, experience and qualifications.

LOGO

Joseph J. Corasanti

Enrico Digirolamo

Michael L. Dreyer

Lisa Neal-Graves

Patricia Hatter

Vincent D. Mattera, Jr.

David L. Motley

Steven Pagliuca

Shaker Sadasivam

Stephen A. Skaggs

Sandeep Vij

Howard H. Xia


8

PROPOSAL 1 — ELECTION OF DIRECTORS

The Board is divided into three classes, each as nearly equal as possible in number of directors. At present, the Board consists of 13 members, with four directors each in Classes One and Two and five directors in Class Three.

LOGO

The current term of our Class Two Directors expires at the Annual Meeting. Accordingly, four directors have been nominated for election to Class Two positions, for a term of three years or until such time as their respective successors are elected and qualified, or until death, resignation or removal. Any Board vacancy may be filled by a majority of the remaining directors then in office, and any director so elected will serve for the same term that the predecessor would have served, or until his or her death, resignation or removal.

The persons named as proxies for this Annual Meeting were selected by the Board and have advised the Board that, unless authority is withheld, they intend to vote the shares represented by validly submitted proxies as follows:

–	FOR the election of Shaker Sadasivam, who has served as a director since 2016;

–	FOR the election of Enrico Digirolamo, who has served as a director since 2018;

–	FOR the election of David Motley, who has served as a director since 2021; and

–	FOR the election of Lisa Neal-Graves, who has served as a director since 2021.

Each of the nominees has consented to serve if elected. However, if any of them is unable or unwilling to serve as a director, the Board may designate a substitute nominee, in which case the persons named as proxies will vote for any substitute nominee proposed by the Board.

DIRECTOR CONDITIONAL RESIGNATION POLICY

Each incumbent director nominee has submitted an irrevocable conditional resignation, which is effective if the nominee receives a greater number of votes “AGAINST” than votes “FOR” that person’s election. If this occurs, the Environmental, Social Responsibility and Governance Committee (the “ESG Committee”) will recommend to the Board whether to accept or reject the resignation. The Board will act on the resignation, taking into account the Committee’s recommendation, and publicly disclose its decision and the underlying rationale, within 90 days after the date the election results are certified. The incumbent director will remain as a member of the Board during this process.


9

INFORMATION REGARDING THE COMPANY’S BOARD

The professional and personal experience, qualifications, attributes and skills of each director nominee and the Company’s other current directors are described below, and reflect the qualities that the Company seeks in its Board members. In addition to the specific examples, the Board and the Company believe that the broad-based business knowledge, commitment to ethical and moral values, personal and professional integrity, sound business judgment, and commitment to corporate citizenship demonstrated by the nominees make them exceptional candidates for these positions.

Name

Class

Expiration

Term

Age

Director

Since

Position(s)

With Coherent

Audit

Committee

Compensation

Committee

ESG
Committee

STAR

Committee

NON-EMPLOYEE DIRECTORS:

Michael L. Dreyer

One

2024

2019

Director

Member

Stephen Pagliuca

One

2024

2021

Director

Member

Howard H. Xia

One

2024

2011

Director

Chair

Enrico Digirolamo*

Two

2022

2018

Lead Independent Director

Member

Chair

Member

David Motley

Two

2022

2021

Director

Member

Shaker Sadasivam*

Two

2022

2016

Director

Member

Chair

Member

Lisa Neal-Graves

Two

2022

2011

Director

Joseph J. Corasanti*

Three

2023

2002

Director

Chair

Member

Patricia Hatter

Three

2023

2019

Director

Member

Stephen A. Skaggs

Three

2023

2022

Director

Sandeep Vij

Three

2023

2022

Director

EMPLOYEE DIRECTOR:

Vincent D. Mattera, Jr.

One

2024

2012

Board Chair, Chief Executive Officer, Director

DIRECTOR NOT STANDING FOR ELECTION

Francis Kramer

Two

2022

1989

Chair Emeritus, Director

Fiscal year 2022 meetings

*	Qualifies as an audit committee “financial expert” as defined by the Securities and Exchange Commission.

CLASS TWO DIRECTORS STANDING FOR ELECTION

Enrico Digirolamo. Mr. Digirolamo is currently a senior advisor to technology companies and manufacturing firms. 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, Sales and Marketing and Finance. 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 served on the board of directors of Metromedia International Group from 2010 to 2017; Premier Trailer Leasing, Inc., from 2012 to 2013; and Identifix from 2013 to 2014. Mr. Digirolamo holds a B.S. degree from Central Michigan University, and an M.B.A. 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, and a member of the Detroit Opera House board of directors and board of trustees. Mr. Digirolamo has extensive experience leading complex global businesses and has a broad financial, general management, and board oversight background.


10

Shaker Sadasivam. Dr. Sadasivam is the Co-Founder and Chief Executive Officer of Auragent Bioscience, LLC. He also serves on the boards FTC Solar, Inc., a public company, and of three private companies, Sfara, Dclimate Inc., and Sea Pharma, LLC. 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 M.B.A. from Washington University’s Olin School of Business, and a Ph.D. in Chemical Engineering from Clarkson University. Dr. Sadasivam brings to the Board his extensive experience related to the semiconductor industry, and insight into areas including operations, product development and engineering management.

David L. Motley. Mr. Motley has served as Managing Partner with BlueTree Venture Fund, a venture fund focused on early-stage life science and information technology opportunities, since 2012. Mr. Motley also has served as a partner in DDRC 327 NEGL, LLC, a real estate development company, since 2016, and as Chief Executive Officer and President of MCAPS, LLC, a professional services company providing corporate real estate services and information technology capabilities and services, since January 2018. From 2011 to July 2017, Mr. Motley served as Senior Managing Partner of Headwaters SC, a private equity advisory services company. Mr. Motley also serves on the boards of directors of Deep Lake Capital Acquisition Corp., a blank check company, F.N.B. Corporation, a diversified financial services company, and Koppers Holdings Inc., an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds. Mr. Motley is a member of the board of directors of 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 also holds an M.B.A. from the Harvard Business School. Mr. Motley brings to the Board his extensive executive experience and expertise in ESG related matters and prior experience on boards of directors of public companies.

Mr. Motley was moved to Class Two to fill the vacancy resulting from Mr. Kramer not standing for election and to allow the Board to have three even classes of directors.

Lisa Neal-Graves. Ms. Neal-Graves has served as Principal of LMNG Innovations, LLC, a provider of consulting services to the technology industry, since 2020. Ms. Neal-Graves previously served as the Chief Innovation Officer for the Colorado State Attorney General’s Office in 2019, as the General Counsel and Chief Marketing Officer of Universal Plasma, LLC, an early stage antenna technology company, in 2017 and 2018, and as the Vice President and General Manager of the Cloud Strategic Product Group of Zayo Group, a provider of telecommunications fiber network services, in 2016 and 2017. She also served in various roles at Intel Corporation since 2006, including as Director of Technology Insights at Intel Labs, Executive Director of Intel China Research & Development, and Senior Manager of Procurement. Ms. Neal-Graves currently serves as a director of Rocky Mountain Public Media, which is a statewide, member-supported, multimedia organization in Colorado and the owner of Rocky Mountain PBS. Ms. Neal-Graves is a graduate of Hampton University, where she obtained her undergraduate degree in applied mathematics and computer science. Ms. Neal-Graves also holds a Masters in Computer Science from Michigan State University (with an emphasis in Artificial Intelligence), a Masters of Engineering from the University of Colorado Boulder, and a J.D. from the University of Colorado School of Law. Ms. Graves extensive executive experience in technology related fields, including semiconductors, and legal background are valuable to the Board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES NAMED ABOVE FOR ELECTION AS A CLASS TWO DIRECTOR.


11

CLASS TWO DIRECTOR NOT STANDING FOR ELECTION

Francis J. Kramer. Mr. Kramer joined the Company in 1983, served as its President from 1985 to 2007, its President and Chief Executive Officer from 2007 to November 2014, and its Chairman and Chief Executive Officer from November 2014 to September 2016. He served as the Company’s Board Chair until November 2021 at which time he transitioned to Chair Emeritus while continuing as a director. Mr. Kramer holds a B.S. degree in Industrial Engineering from the University of Pittsburgh and an M.S. degree in Industrial Administration from Purdue University. Mr. Kramer served as a director of Barnes Group Inc., an aerospace and industrial manufacturing company, from 2012 to September 2016.

CONTINUING DIRECTORS

EXISTING CLASS THREE DIRECTORS WHOSE TERMS EXPIRE IN 2023

Joseph J. Corasanti. Mr. Corasanti presently serves as chairman 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 J.D. degree from Whittier College School of Law. Mr. Corasanti’s past executive positions and his prior public company board experience have provided him with leadership skills and experience in a variety of matters that he contributes to our Board. His experience and skill set, including his legal background and acquisition experience, are valuable to our Board.

Patricia Hatter. Ms. Hatter is currently the Chief Customer Officer of Palo Alto Networks, Inc., a multinational cybersecurity company, where she has served since August 2019. From July 2017 to August 2019, Ms. Hatter worked as a strategic advisor to various private companies. Ms. Hatter previously served as the General Manager and Senior Vice President — Services and Interim Chief Information Officer of McAfee, LLC, a global computer security software company, from January 2017 to July 2017, and was the Chief Information Officer and Senior Vice President — Operations, at McAfee, LLC, from 2010 to June 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 June 2015 to January 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 April 2018 until January 2019, and the board of directors of Qualys, Inc., a leading provider of cloud-based security and compliance solutions, from October 2018 until August 2019. Ms. Hatter holds B.S. and M.S. degrees in Mechanical Engineering from Carnegie Mellon University. Among the attributes that qualify Ms. Hatter to serve as a member of our Board are her experience in executive roles at various cybersecurity and technology companies and her prior experience on boards of directors of public companies.

Stephen A. Skaggs. Mr. Skaggs joined the Board in conjunction with the acquisition of Coherent, Inc. on July 1, 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 April 2016. Previously, he held the position of Senior Vice President and Chief Financial Officer of Atmel Corporation, a leading supplier of microcontrollers, from May 2013 until its acquisition by Microchip Technology Incorporated in April 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, a supplier of programmable logic devices and related software. 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. He currently serves on the board of directors of IDEX Biometrics ASA. Mr. Skaggs


12

holds an MBA degree from the Harvard Business School and a B.S. degree in Chemical Engineering from the University of California, Berkeley. Mr. Skaggs’ years of executive and management experience in the high-technology industry, including serving as the chief executive officer and chief financial officer of other public companies, his prior service on the board of another publicly held company, and his years of service as a director of Coherent, make him a valuable member of the Board.

Sandeep Vij. Mr. Vij joined the Board in conjunction with the acquisition of Coherent, Inc. on July 1, 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 February 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 January 2010 until its sale in February 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 May 2008 to January 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. Mr. Vij’s years of executive and management experience in the high-technology industry, including serving as the chief executive officer of another public company, his service on the board of another publicly held company, and his years of service as a director of Coherent, make him a valuable member of the Board.

EXISTING CLASS ONE DIRECTORS WHOSE TERMS EXPIRE IN 2024

Vincent D. Mattera, Jr. Dr. Mattera initially served as a member of the Coherent Board from 2000 until 2002. Dr. Mattera joined the Company as Vice President in 2004, and served as Executive Vice President from January 2010 to November 2013, when he became Chief Operating Officer. He was re-appointed to the Board in 2012. In November 2014, Dr. Mattera became the President and Chief Operating Officer. In September 2016, Dr. Mattera became the Company’s third President and Chief Executive Officer in 45 years and served as the Company’s President through June 2019, when the roles of President and Chief Executive Officer were separated. Dr. Mattera became the Company’s Board Chair immediately following the 2021 Annual Meeting. During his career at Coherent he has assumed successively broader management roles, including as a lead architect of the Company’s growth and diversification strategies. The platforms that the Company has added under his leadership have contributed to positioning the Company into large and transformative global growth markets while increasing our global reach, deepening our technology and IP portfolio, broadening our product roadmap and customer base, and increasing the potential of the Company.

Prior to joining the Company as an executive, Dr. Mattera had a continuous 20-year career in the Optoelectronic Device Division of AT&T Bell Laboratories, Lucent Technologies and Agere Systems, during which he led the development and manufacturing of semiconductor laser-based materials and devices for optical and data communications networks. Dr. Mattera has 37 years of leadership experience in the compound semiconductor materials and device technology, operations and markets that are core to the Company’s business and strategy. Dr. Mattera holds a B.S. degree in chemistry from the University of Rhode Island (1979), and a Ph.D. in chemistry from Brown University (1984). He completed the Stanford University Executive Program in 1996. His long tenure at Coherent offers invaluable historical knowledge about the Company. We believe that Dr. Mattera’s expertise and experience qualify him to provide the Board with continuity, and a unique perspective about the Company.

Michael L. Dreyer. Mr. Dreyer served as the Chief Operations Officer of Silicon Valley Bank from September 2015 to April 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


13

banking and payment services, from 2014 to September 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 December 2015 through September 24, 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 an M.B.A. and a B.A. in psychology from Washington State University. Mr. Dreyer brings to the Board extensive executive and leadership experience, as well as expertise in various aspects of the financial and banking industries.

Stephen Pagliuca. Mr. Pagliuca is a Managing Director of Bain Capital Private Equity, LP, a global private equity firm, and Co-Chair of Bain Capital, LP. He is also a Managing General Partner and co-owner of the Boston Celtics basketball franchise. Mr. Pagliuca joined Bain & Company in 1982, and founded the Information Partners private equity fund for Bain Capital in 1989. Prior to joining Bain, Mr. Pagliuca worked as a senior accountant and international tax specialist for Peat Marwick Mitchell & Company in the Netherlands. Mr. Pagliuca is a former director of Burger King Holdings, Inc., HCA, Inc. (Hospital Corporation of America), Kioxia Holdings Corporation, Quintiles Transnational Corporation, Warner Chilcott PLC and the Weather Company. Mr. Pagliuca received a B.A. from Duke University in 1977, and an M.B.A. from the Harvard Business School in 1982. He currently serves on the boards of directors of Axis Bank, Ltd., Gartner, Inc., and Virgin Voyages. Mr. Pagliuca brings to the Board extensive executive and leadership experience.

Howard H. Xia. Dr. Xia currently serves as a consultant to the telecommunications industry. Dr. Xia served as 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, and an M.S. in Physics and Electrical Engineering, and a Ph.D. in Electrophysics, from Polytechnic School of Engineering of New York University. Dr. Xia’s extensive knowledge of, and experience in, the telecommunications industry, his knowledge of international business, including with China, and his strong leadership skills make him a valuable member of our Board. In particular, his experience and knowledge of telecommunications in Asia contribute to the Board’s breadth of knowledge in this area.


14

MEETINGS AND STANDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board met eight times in fiscal year 2022. In fiscal year 2022 each director attended at least 75% of the meetings of the Board and the committees on which he or she served (held during the period in which the director served) and actual director attendance at meetings of the Board and committees on which they served (held during the period in which the director served) averaged over 95%.

The Board has four standing committees: Audit; Compensation and Human Capital; Environmental, Social Responsibility, and Governance; and Strategy, Technology, Acquisition and Risk. All Committees have written charters, which are reviewed on an annual basis, and are available on the Company’s website at www.coherent.com/corporate-governance-documents.

The responsibilities of each committee include the following:



Committee		Responsibilities

*Audit Committee*		– Oversees the integrity of the financial statements and internal controls, including the scope and results of the audits of the internal and independent auditors – Appoints the independent auditor and evaluates their qualifications – Establishes procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential submission by employees of concerns regarding accounting or auditing matters – Approves the Audit Committee Report for inclusion in the Proxy Statement. – Periodically reviews the Company’s risk assessment approach and activities undertaken by management

*Compensation and Human* *Capital*		– Establishing the CEO’s and other NEO’s compensation based upon an evaluation of performance in light of approved goals and objectives – Recommends and oversees compensation of the Company’s directors and executive officers – Administers the Company’s equity and incentive plans – Reviews strategies related to human capital management, including talent acquisition and retention – Approves the Compensation Discussion and Analysis and the Compensation Committee Report for inclusion in the Proxy Statement

*Environmental, Social* *Responsibility and Governance*		– Develops and implements corporate governance policies and processes – Identify individuals qualified to become Board members and recommend them to the full Board for consideration – Reviews succession plans for CEO and other senior executives of the Company – Oversees the Company’s ESG strategy and initiatives – Oversee the Company’s efforts to identify, manage and mitigate risks related to cyber security

*Strategy, Technology,* *Acquisition and Risk:*		– Reviews the Company’s strategy, structure and operations – Oversees the Company’s M&A strategy and reviews potential acquisition candidates – Oversees the integration strategy following the completion of acquisitions – Reviews the Company’s enterprise risk program, and other operational risks


15

DIRECTOR INDEPENDENCE AND CORPORATE GOVERNANCE POLICIES

The Rules of the Nasdaq Stock Market require that a majority of the Company’s Board be Independent Directors (as defined in the Nasdaq Rules). Our Corporate Governance Guidelines further provide that a substantial majority of the members of the Company’s Board must qualify as independent. The Board has determined that all of the continuing directors or nominees for election as director are independent within the meaning of the Nasdaq Rules, other than Dr. Mattera. In its annual review of director independence, the Board considers all commercial, banking, consulting, legal, accounting or other business relationships any director may have with the Company to determine whether any director has a material relationship with the Company. The Board considers a “material relationship” to be one that impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of the Company. When assessing the “materiality” of a director’s relationship with the Company, the Board considers all relevant facts and circumstances, from both the standpoint of the director in his or her individual capacity, and from the standpoint of the director’s family and other affiliations.

NOMINATION OF CANDIDATES FOR DIRECTOR

The Company considers director candidates from several sources, including existing directors, members of the Company’s management team, shareholders, and third-party search firms. The Company’s current bylaws describe the procedures by which shareholders may recommend candidates for election to the Board. In general, shareholder nominations must be made in writing and be given to our Secretary no earlier than the close of business on the 150th day, and no later than the close of business on the 120th day, before the anniversary date of the mailing date of the Company’s proxy statement in connection with the previous year’s annual meeting. In addition, nominations must include information regarding both the nominating shareholder and the director nominee, including

-	Their relationship to each other;

-	Any understanding between them regarding the nomination;

-	The shares owned by the nominating shareholder; and

-	Other information concerning the nominating shareholder and/or nominee that is required for inclusion in a proxy statement filed with the Securities and Exchange Commission (the “SEC”).

Further, to be eligible for election as a director of the Company, the nominee must deliver within the timeframe noted above a written questionnaire detailing his or her background and qualifications, and a written representation and agreement as set forth in the Company’s bylaws. The form for this representation and agreement will be provided by the Secretary of the Company upon written request.

The ESG Committee considers a variety of factors when determining whether to recommend a nominee for election to the Board, including those factors set forth in the Company’s ESG Committee Charter. In general, candidates nominated for election to the Board should possess the following qualifications:

-	Personal and professional ethics, integrity, practical wisdom and mature judgment;

-	Training and experience in policy-making decisions in business;

-	Expertise that is useful to the Company, and complementary to the background and experience of the other directors;

-	Ability and willingness to devote the time necessary to carry out the duties and responsibilities of a director;

-	Commitment to serve on the Board over a period of several years in order to develop knowledge about the Company’s principal operations;

-	Diversity of background (including race, ethnicity, origin, age, gender, experiences and skill sets);

-	Willingness to represent the best interests of all shareholders and objectively appraise management performance; and

-	Compliance with the Company’s independence requirements.

Potential candidates are screened and interviewed by a selection committee appointed by the ESG Committee.


16

Although the Board does not have a formal diversity policy, the ESG Committee’s practice is to review the skills, experiences, and attributes of individual Board members and candidates given the current make-up of the Board, to ensure that the Board includes individuals who will serve the Company’s strategic and governance needs. We consider all dimensions of diversity in determining what mix of individuals will provide the Board a diverse portfolio of experience, knowledge, talents and perspectives. Candidates are also evaluated on their broad-based business knowledge and contacts, prominence, commitment to ethical and moral values, personal and professional integrity, sound reputation in their respective fields, as well as a global business perspective and commitment to corporate citizenship. All new directors nominated and elected to the Board since 2019 have been female and/or racially diverse (excluding those selected by Finisar, Bain and Coherent, Inc., in connection with those transactions).

BAIN BOARD NOMINATION RIGHTS

On March 30, 2021, the Company and BCPE Watson (DE) SPV, LP, a Delaware limited partnership and an affiliate of Bain Capital, LP (“BCPE”), entered into an Amended and Restated Investment Agreement (the “Amended and Restated Investment Agreement”). Pursuant to the terms of the Amended and Restated Investment Agreement, BCPE has the right to nominate one designee to our Board for so long as BCPE continues to beneficially own shares of the Company’s Series B Preferred Stock (and/or shares of Common Stock issued upon conversion) that represent at least 25% of the number of shares of Common Stock issued to BCPE on March 30, 2021, and at the closing of the Company’s acquisition of Coherent, Inc. on July 1, 2022, in each case on an as converted basis. BCPE’s designee to our Board is Stephen Pagliuca.

UNIVERSAL PROXY RULES FOR DIRECTOR NOMINATIONS

In addition to satisfying the requirements under the bylaws, shareholders who intend to solicit proxies in support of director nominees other than Coherent’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to Coherent at its principal executive offices no later than 60 calendar days prior to the anniversary date of the fiscal year 2022 annual meeting. However, if the date of the fiscal year 2023 annual meeting is changed by more than 30 calendar days from such anniversary date, then notice must be provided by the later of 60 calendar days prior to the date of the fiscal year 2023 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the fiscal year 2023 Annual Meeting is first made.

SIZE OF THE BOARD

As provided in the Company’s bylaws, the Board is to be composed of no less than five and no more than fourteen members, with the exact number determined by the Board based on its current composition and requirements. At present, the Board consists of thirteen members, but will be reduced to twelve members effective immediately following the Annual Meeting.

In accordance with the terms of our outstanding 6.00% Series A Mandatory Convertible Preferred Stock, no par value per share (“Mandatory Convertible Preferred Stock”), whenever any dividends on any shares of the Mandatory Convertible Preferred Stock have not been declared or paid for the equivalent of six or more dividend periods, whether or not for consecutive periods (a “nonpayment”), the authorized number of directors will, at the next annual or special meeting of the Company’s shareholders, automatically be increased by two. At such time, the holders of record of such shares of Mandatory Convertible Preferred Stock, voting together as a single class with holders of record of all other series of voting preferred stock then outstanding, will be entitled, at the next shareholder meeting, to vote for the election of a total of two additional members of the Board (collectively, the “Preferred Stock Directors”). As of the date of this proxy statement, the Company has declared and paid the applicable dividend on all shares of the Mandatory Convertible Preferred Stock for each completed dividend period.


17

BOARD LEADERSHIP STRUCTURE

Effective immediately following the 2021 Annual Meeting, the Board appointed Dr. Mattera to be Board Chair. Mr. Kramer became Chair Emeritus while continuing as a director. The Board believes that Dr. Mattera’s combined role of Board Chair and CEO is in the best interests of the Company and its shareholders because of his detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company, especially in light of the acquisition of Coherent, Inc., and his ability to identify strategic priorities essential to the future success of the Company. The Board believes that this structure is best for the Company at this time because it provides for clear leadership responsibility and accountability, while providing for effective corporate governance and oversight by an independent Board of strong and seasoned directors with an independent Lead Director.

In addition, the Board appointed Mr. Digirolamo as Lead Independent Director, also effective immediately following the 2021 Annual Meeting. Marc Y.E. Pelaez, formerly the Company’s Lead Independent Director, continued as a director until his retirement from the Board in February 2022. The responsibilities of the Lead Independent Director include the following:

-	Presides at all meetings of the Board at which the Board Chair is not present, including meetings of the independent Directors held in Executive Session;

-	Has the authority to call meetings of the independent Directors;

-	Serves as a liaison between the Board Chair/CEO and the independent Directors;

-	Consults with the Board Chair/CEO on agendas for Board meetings; and

-	Serves as Chair of the ESG Committee.

BOARD’S ROLE IN THE OVERSIGHT OF RISK MANAGEMENT

The Board has overall responsibility for risk management oversight. Elements of risk are overseen by each of our standing committees. Material risks that are identified by a committee are brought to the attention of the full Board.

The Audit Committee oversees financial and general risk management. It receives reports from Company management, internal audit, and other advisors, and provides serious and thoughtful attention to the Company’s risk control processes and system, the nature of the material risks the Company faces, and the adequacy of the Company’s policies and procedures to respond to and manage these risks.

The Committee (the “Committee”) assesses the appropriateness and competitiveness of the Company’s executive compensation programs, and reviews the Company’s compensation policies and practices for employees, including executive and non-executive officers, as they relate to the Company’s risk management practices.

Cyber security risk is reviewed and assessed by the ESG Committee.

Operational risks and approaches to risk management are reviewed and assessed by the STAR Committee.

The Board encourages management to promote a corporate culture that understands the importance of risk management and to incorporate it into the corporate strategy and day-to-day operations of the Company. The Company’s risk management approach also includes an ongoing effort to assess and analyze the most likely areas of future risk for the Company and to address them in its long-term planning process.

COMMUNICATION WITH DIRECTORS

Shareholders wishing to communicate with the Board may send written communications addressed to the Lead Independent Director, or to any member of the Board individually, in care of Coherent Corp., Attn:


18

Secretary, 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056. Any communication addressed to a director that is received by the Company at this address will be delivered or forwarded to the individual director as soon as practicable, except for advertisements, solicitations or other matters unrelated to the Company. The Company will forward communications received from shareholders that are addressed to the Board, to the chair of the Board committee whose function is most closely related to the subject matter of the communication.

DIRECTOR MANDATORY SERVICE CONCLUSION AND SUCCESSION PLANNING

The Board has instituted a policy for directors, as set forth in the Company’s Corporate Governance Guidelines. Under this policy, a director must tender a resignation to the ESG Committee, to be effective at the end of the last regularly scheduled Board meeting prior to the director’s 76^th birthday. The ESG Committee considers each case, and recommends to the Board the action to be taken. The Board in its discretion chooses to accept or reject the resignation. If rejected, the director’s resignation will be deemed to be re-submitted to the ESG Committee annually thereafter, until such time as it is accepted by the Board. The Board has undertaken a succession planning process to proactively address anticipated openings on the Board.

DIRECTOR OWNERSHIP REQUIREMENTS

The Board has a stock ownership program that requires each non-employee director to own shares of the Company’s Common Stock with a market value of at least $150,000 no later than the third anniversary of the director joining the Board. In the event of non-compliance, the Board will consider measures appropriate to the circumstances. All of the non-employee directors who have directors for three years are in compliance with the stock ownership program, and the Board believes that all other non-employee directors are making satisfactory progress towards compliance. Effective July 2022, the Board amended the stock ownership program to require each non-employee director to own at least five times the annual retainer of Company Common Stock (currently $425,000). All current directors are required to be in compliance with the new requirement within five years. New directors will have five years to achieve the required ownership level.

STANDING BOARD LIMITS

Board members are limited to serving on a maximum of four public company boards, including the Board.

CHANGE IN DIRECTOR OCCUPATION

Under the Company’s Corporate Governance Guidelines, when a director’s principal occupation or business association changes substantially (including retirement), the director must tender a resignation for consideration by the ESG Committee. The ESG Committee then will recommend to the Board the action to be taken with respect to the resignation.

EXECUTIVE SESSIONS OF NON-EMPLOYEE DIRECTORS

Executive sessions of independent directors are held regularly, with the Lead Independent Director presiding.

DIRECTOR ATTENDANCE AT ANNUAL MEETING OF SHAREHOLDERS

Directors are expected to attend the Annual Meeting, in person or remotely. All directors attended last year’s Annual Meeting.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board has approved and adopted a Code of Ethical Business Conduct (the “Code of Conduct”) applicable to everyone in the Company and its subsidiaries, including the Board. The Code of Conduct also


19

applies to contractors, consultants, temporary workers, suppliers, and other third parties. This document is available on the Company’s website at www.coherent.com/corporate-governance-documents. The Company will promptly disclose on its website any substantive amendments or waivers with respect to any provision of the Code of Conduct.

Employees are required and encouraged to report suspected violations of our Code of Conduct. Reports are forwarded for review by the Audit Committee.

COMPANY POLICY REGARDING EMPLOYEE, OFFICER, AND DIRECTOR HEDGING

The Company’s insider trading policy prohibits the Company’s directors and executive officers, as well as any other employee of the Company who possesses material, non-public information about the Company, from engaging in hedging transactions. The policy does not specifically define hedging transactions, but they are intended to include the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or other transactions that are intended to hedge or offset any decrease in the market value of Company securities held by the individual.

REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS

The Company’s policies and procedures regarding related party transactions are included in the Code of Conduct. The Code of Conduct requires that all Company directors, officers and employees refrain from activities that might appear to involve a conflict of interest. Additionally, the Code of Conduct requires each Company director, officer and employee to disclose any situation that involves an actual or potential conflict of interest. Before making an investment, accepting a position or benefit, participating in a transaction or business arrangement, or otherwise acting in a manner that creates or appears to create a conflict of interest, a full disclosure of all relevant facts and circumstances must be made, and the Company’s written approval obtained. Waivers under the Code of Conduct for any of the Company’s executive officers or directors are granted only by the Board or a properly designated committee of the Board. It is expected that only those matters that are in the best interest of the Company would be approved or waived under our Code of Conduct.

DIRECTOR COMPENSATION

The Company uses a combination of cash and equity compensation to attract and retain qualified candidates to serve on the Company’s Board. In setting director compensation, the Company consults with its independent compensation advisor, Radford, an Aon Hewitt company (“Radford”), and considers the significant amount of time and skill required for directors to fulfill their overall responsibilities. Director compensation is only paid to non-employee directors. For purposes of this section, all references to “directors” means non-employee directors.

The director compensation program is periodically reviewed by the Committee, with the help of Radford, to ensure that the program remains competitive. As part of this review, the types and levels of compensation offered to our directors are compared to those offered by a select group of comparable companies. The comparable companies used are the same as those used for the Company’s named executive officers (the “Comparator Group”) and are listed in the “Compensation Discussion and Analysis” section of this proxy statement.

The components of our director compensation program for fiscal year 2022 are disclosed below. The Board is compensated based on a role-based compensation program, not on the number of meetings attended. The Committee strives to set director compensation at levels that are competitive with our Comparator Group. Typically, the overall compensation level of the Company’s directors ranges between the upper end of the second quartile and the lower end of the third quartile of the Comparator Group.


20

DIRECTOR COMPENSATION FOR FISCAL YEAR 2022

DIRECTOR CASH COMPENSATION


	Annual Retainer
Compensation Item	Member			Chair⁽¹⁾

Full Board Membership		$	65,000		$	125,000

Lead Independent Director			20,000			—

Audit Committee			12,500			25,000

Compensation and Human Capital Committee			10,000			20,000

ESG Committee			10,000			20,000

STAR Committee			7,500			10,000

(1)	Retainers paid to Chairs are in lieu of, and not in addition to, retainers otherwise paid to members. Employee director does not receive compensation.

DIRECTOR EQUITY PROGRAM

In addition to the cash compensation outlined above, directors receive annual equity awards. In setting the total dollar value of the equity awards, the Board takes into account cash compensation, limits in the Company’s equity plan governing documents, recommendations of the Committee and its independent compensation advisor, and Comparator Group practices. For fiscal year 2022, the Company determined the number of restricted stock units awarded by dividing the dollar value of the grant by the closing stock price on the grant date, subject to rounding. For fiscal year 2022, the nominal value of the annual equity award for full-year directors was $200,000. For Ms. Neal-Graves, the value of her equity award was determined by prorating the fiscal year 2022 full-year award value of $154,280 for a partial period of service. Restricted stock unit awards granted to directors also generally have the same terms as those granted to our employees, including annual vesting of one-third of the award over three years. They do not automatically vest upon a director’s departure from the Board. The Committee may recommend, and the Board may in its sole judgment approve, vesting of a restricted stock unit award upon a director’s departure from the Board if the departing director is found to be in good standing at the time of departure.

DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2022



Non-Employee Director	Fees Earned or Paid in Cash ($)⁽¹⁾⁽⁴⁾		Stock Awards ($)⁽²⁾		Total ($)

Joseph J. Corasanti		$105,219	$	199,958	$	305,178

Enrico Digirolamo		132,719		199,958		332,678

Michael L. Dreyer		93,000		199,958		292,958

Patricia Hatter		85,000		199,958		284,958

Francis J. Kramer		69,000		199,958		268,958

Lisa Neal-Graves		62,028		154,280		216,308

David L. Motley		77,000		199,958		276,958

Stephen Pagliuca		75,000		199,958		274,958

Marc Y.E. Pelaez⁽³⁾		29,589		199,958		229,547

Shaker Sadasivam		103,719		199,958		303,678

Howard H. Xia		90,000		199,958		289,958

(1)	Amounts reflect fees actually paid during fiscal year 2022. Director fees are usually paid in January of the applicable fiscal year. Messrs. Skaggs and Vij became directors on July 1, 2022 and, accordingly, are not reflected in this table.

(2)	Represents the aggregate grant date fair value of restricted stock units issued to the non-employee directors under the Amended and Restated 2018 Omnibus Incentive Plan (rounded up to the nearest whole share), computed in accordance with Financial Accounting Standards Board


21

(“FASB”) ASC Topic 718 (excluding the effect of forfeitures). The fair value of restricted stock units was computed based on the closing price of the Company’s Common Stock on August 28, 2021, for all directors except Ms. Neal-Graves. The restricted stock unit grant date for Ms. Neal-Graves was November 28, 2021.

(3)	Rear Admiral Pelaez retired from the Board pursuant to the Company’s mandatory retirement policy for directors, effective February 18, 2022.

(4)	At the invitation of the CEO directors may attend segment level operations reviews and receive up to $2,000 per meeting.

DIRECTOR EQUITY AWARDS OUTSTANDING

The following table sets forth the aggregate number of restricted stock units, and the number of shares that underlie exercisable stock options, that were held by the individuals who served as non-employee directors as of June 30, 2022, including options exercisable within 60 days after June 30, 2022.



Non-Employee Director	Restricted Stock Units (#)		Total Option Awards Held (#)		Exercisable Option Awards (#)

Joseph J. Corasanti		6,478		53,452		51,999

Enrico Digirolamo		6,478		3,911		2,458

Michael L. Dreyer		6,503		6,000		4,500

Patricia Hatter		6,478		5,812		4,359

Francis J. Kramer		6,478		283,342		281,889

David L. Motley		3,144		—		—

Lisa Neal-Graves		2,461		—		—

Stephen Pagliuca		3,845		—		—

Shaker Sadasivam		6,478		24,772		23,319

Howard H. Xia		6,478		47,452		45,999


22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

STOCK BENEFICIALLY OWNED BY PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the ownership by any person, including any “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), known to us to be the beneficial owner of more than 5% of the issued and outstanding shares of Common Stock as of August 31, 2022. Unless otherwise indicated, each of the shareholders named in the table has sole voting and investment power with respect to the shares beneficially owned. Ownership information is as reported by shareholder in their respective filings with the SEC.



Name and Address	Number of Shares of Common Stock		Percent of Common Stock⁽¹⁾

Bain Capital Investors, LLC⁽²⁾		18,213,777		13.6	%

200 Clarendon Street
Boston, MA 02116

BlackRock, Inc.⁽³⁾		12,087,501		9.0	%

55 East 52nd Street

New York, NY 10055

Dodge & Cox⁽⁴⁾		10,985,353		8.2	%

555 California Street, 40th Floor
San Francisco, CA 94104

The Vanguard Group⁽⁵⁾		10,350,100		7.7	%

100 Vanguard Boulevard

Malvern, PA 19355

Wellington Management Group LLP⁽⁶⁾		8,779,074		6.6	%

c/o Wellington Management Company

280 Congress Street

Boston, MA 02210

(1)	There were 133,783,630 shares of our Common Stock outstanding as of August 31, 2022.

(2)

Based solely on a Schedule 13D filed with the SEC on July 11, 2022. BCPE Watson (DE) BML, LP (“BML”) reported shared voting power over 18,213,777 shares of Common Stock and shared dispositive power over 18,213,777 shares of Common Stock. BCPE Watson (DE) ORML, LP (“ORML”) reported shared voting power over 7,647,058 shares of Common Stock and shared dispositive power over 7,647,058 shares of Common Stock. Bain Capital Investors, LLC. Bain Capital Investors, LLC, a Delaware limited liability company (“BCI”), is the manager of Bain Capital Partners XII, LLC, a Cayman Islands limited liability company (“Partners XII”), which is the general partner of Bain Capital Fund XII, L.P., a Cayman Islands exempted limited partnership (“Fund XII”). Fund XII is the sole member of BCPE Watson (DE) Aggregator GP, LLC, a Delaware limited liability company (“Aggregator GP”), which is the general partner of BCPE Watson (DE) Aggregator, LP, a Delaware limited partnership (“Aggregator”). Aggregator is the sole member of each of (i) BCPE Watson (DE) BML GP, LLC, a Delaware limited liability company (“BML GP”), which is the general partner of BML, and (ii) BCPE Watson (DE) ORML GP, LLC, a Delaware limited liability company (“ORML GP”), which is the general partner of ORML. As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by BML and ORML. Voting and investment decisions with respect to securities held are made by the managing directors of BCI.

(3)

Based solely on a Schedule 13G/A filed with the SEC on February 9, 2022. BlackRock, Inc., reported sole voting power over 111,972,681 shares of Common Stock and sole dispositive power over 12,087,501 shares of Common Stock. As reported in the Schedule 13G/A, certain shares reported by BlackRock, Inc., are owned by various subsidiaries of BlackRock, Inc.

(4)	Based solely on a Schedule 13G filed with the SEC on June 9, 2022. Dodge & Cox reported sole voting power over 10,432,018 shares of Common Stock and sole dispositive power over 10,985,353 shares of Common Stock.

(5)	Based solely on a Schedule 13G/A filed with the SEC on February 10, 2022. The Vanguard Group, Inc., reported shared voting power over 196,744 shares, sole dispositive power over 10,069,590 shares, and shared dispositive power over 280,510 shares of Common Stock.

(6)	Based solely on a Schedule 13G/A filed with the SEC on September 9, 2022. W

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by II-VI Incorporated