8-KLeadership ChangesOther EventsExhibits & Filings

COHERENT CORP. 8-K Report, Executive Changes (Aug 23, 2022)

Filed August 23, 2022For Securities:COHR

Summary

This 8-K filing from Coherent Corp. (formerly II-VI Incorporated) announces an amended and restated employment agreement for CEO Dr. Vincent D. Mattera, Jr., effective August 23, 2022. The agreement's primary purpose is to align executive compensation and employment terms with the company's recent acquisition of Coherent, Inc. and to incentivize Dr. Mattera's continued leadership in shaping the combined entity. The key changes include a significant extension of the employment term and an adjustment to Dr. Mattera's total direct compensation for fiscal year 2023, positioning it at the 50th percentile of the competitive peer group for the newly combined business. This compensation adjustment reflects a notable increase in base salary and substantial target amounts for annual cash and long-term equity incentives. The filing emphasizes that other terms, including severance provisions and non-compete clauses, remain consistent with the previous agreement.

Key Highlights

  • 1CEO Dr. Vincent D. Mattera, Jr. has a new amended and restated employment agreement.
  • 2The agreement's term is extended by seven years, now running until August 1, 2030, with automatic one-year renewals.
  • 3Dr. Mattera's fiscal year 2023 total direct compensation is adjusted to the 50th percentile of the market for the combined company.
  • 4Fiscal year 2023 compensation includes a base salary of $1,125,000 (approx. 15% increase), target annual incentive of $2,250,000, and target long-term equity incentives of $8,625,000.
  • 5The adjustments are intended to reflect the integration of Coherent, Inc. and encourage Dr. Mattera's continued service.
  • 6Severance provisions, deferred compensation arrangements, and covenants (confidentiality, non-compete) remain substantially the same as the prior agreement.
  • 7The filing was made concurrently with a press release announcing these changes.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce an amendment and restatement of the employment agreement for Dr. Vincent D. Mattera, Jr., the Chief Executive Officer. This amendment aligns his employment terms and compensation with the company's recent acquisition of Coherent, Inc. and aims to retain his leadership for the combined business.

For fiscal year 2023, Dr. Mattera's total direct compensation has been adjusted to approximate the 50th percentile of the company's compensation competitor group for the combined business. This includes a base salary of $1,125,000 (a roughly 15% increase), a target annual incentive award of $2,250,000, and target long-term equity incentive awards of $8,625,000.

Yes, the initial term of Dr. Mattera's employment agreement has been extended by seven years, from August 1, 2023, to August 1, 2030. The agreement still includes automatic one-year renewal terms thereafter, and either party can elect not to renew with 90 days' notice.

No, the filing indicates that other material terms from the original 2020 agreement, including severance provisions and customary covenants regarding protection of confidential information, inventions, post-employment non-compete, and non-solicitation, remain unchanged.