8-KLeadership Changes

COHERENT CORP. 8-K Report, Executive Changes (Feb 8, 2016)

Filed February 8, 2016For Securities:COHR

Summary

On February 3, 2016, II-VI Incorporated (now Coherent Corp.) announced the immediate resignation of long-serving Class Two director, Peter W. Sognefest. This departure aligns with the company's retirement policy, which mandates director retirement at age 75. Mr. Sognefest's resignation, effective immediately, was triggered by his approaching 75th birthday. In a subsequent development on February 4, 2016, the Board elected Shaker Sadasivam as a new Class Two director. Mr. Sadasivam brings significant experience from the semiconductor industry, particularly from his roles at SunEdison Semiconductor LLC and its predecessor. His appointment is expected to enhance the Board's expertise in operations, product development, and engineering management. The Board has affirmed Mr. Sadasivam's independence under NASDAQ and SEC regulations.

Key Highlights

  • 1Peter W. Sognefest, a director since 1979, resigned from the Board of Directors due to the company's mandatory retirement policy at age 75.
  • 2Shaker Sadasivam was elected to the Board of Directors, filling a Class Two director position.
  • 3Mr. Sadasivam's appointment is effective immediately and his term expires at the 2016 annual shareholders' meeting.
  • 4Mr. Sadasivam brings extensive semiconductor industry experience, including leadership roles at SunEdison Semiconductor LLC.
  • 5The Board has determined that Mr. Sadasivam is an independent director.
  • 6In recognition of Mr. Sognefest's service, his outstanding equity awards (restricted stock and stock options) will continue vesting and accelerate upon the opening of the company's trading window.
  • 7Mr. Sadasivam will receive standard pro-rated compensation for non-employee directors for the remainder of the fiscal year, with full compensation including equity grants starting in fiscal year 2017.

Frequently Asked Questions

Mr. Sognefest resigned in accordance with II-VI Incorporated's Corporate Governance Guidelines, which stipulate that directors must retire upon reaching the age of 75. He will reach this age in February 2016.

Mr. Sadasivam has substantial experience in the semiconductor industry. He has served as President and CEO of SunEdison Semiconductor LLC since May 2014 and previously held senior roles at SunEdison, Inc. (formerly MEMC Electronic Materials, Inc.) in semiconductor materials and R&D.

In recognition of his extensive service, Mr. Sognefest's outstanding equity awards, which include restricted stock and stock options, will continue to vest and then accelerate to become fully vested once the company's trading window reopens. His stock options will remain exercisable for a specified period.

Mr. Sadasivam will receive standard pro-rated annual cash compensation and expense reimbursement for the remainder of the fiscal year. Starting in fiscal year 2017, he will be eligible for the company's standard compensation package for non-employee directors, which includes a cash retainer, restricted stock grants, stock options, and expense reimbursement.