01—Abstract
Summary
Summary of the 8-K filed September 21, 2023. Cited figures are marked; the original filing is the authoritative source.
Coherent Corp. announced an expansion of its Board of Directors, appointing two new independent directors, Elizabeth A.
Patrick and Michelle Sterling, effective September 19, 2023. This increases the Board size to 14 members and aims to leverage the extensive experience of both individuals in human capital management, executive compensation, global workforce leadership, and strategic transactions, including mergers and acquisitions. These appointments are expected to strengthen the Board's oversight and strategic guidance as the Company navigates its growth and operational objectives.
Both Ms. Patrick and Ms. Sterling are recognized as independent directors and have entered into standard indemnification agreements. They will receive the Company's customary compensation for non-employee directors, which includes an annual cash retainer and a grant of restricted stock units. Their backgrounds, particularly in areas relevant to organizational strategy and complex corporate events, are seen as valuable assets to Coherent Corp.'s governance structure.
02—Key points
Key Highlights
- Coherent Corp. expanded its Board of Directors from 13 to 14 members.
- Elizabeth A. Patrick and Michelle Sterling were elected as new independent directors.
- Ms. Patrick brings experience in human capital management, executive compensation, and change management from Diebold Nixdorf and Veritiv.
- Ms. Sterling offers expertise in human capital management for global workforces and experience in mergers & acquisitions from Qualcomm.
- Both new directors have no committee appointments at this time.
- New directors will receive standard compensation, including an $85,000 annual cash retainer and $200,000 in restricted stock units, subject to vesting.
- No disclosure is required under Item 404(a) of Regulation S-K concerning transactions or arrangements with the new directors.
03—Questions
Frequently Asked Questions
Why did Coherent Corp. add new directors to its Board?
Coherent Corp. added two new directors, Elizabeth A. Patrick and Michelle Sterling, to expand its Board to 14 members. The company stated that their extensive global experience in human capital management, executive compensation, leadership development, change management, and strategic transactions like M&A will be valuable to the Board's oversight and strategic guidance.
Are the new directors considered independent?
Yes, the Board of Directors has determined that both Ms. Patrick and Ms. Sterling qualify as independent directors under the Company’s Corporate Governance Guidelines, NYSE listing standards, and relevant SEC rules and regulations.
What is the compensation for the new directors?
Ms. Patrick and Ms. Sterling are eligible to receive Coherent Corp.'s standard compensation package for non-employee directors. This includes an annual cash retainer of $85,000 (prorated for the remainder of the calendar year) and a grant of restricted stock units valued at $200,000 on the grant date, which vest annually. They are also entitled to expense reimbursement, and the company maintains Directors' and Officers' insurance.
Have the new directors been appointed to any Board committees?
At this time, neither Ms. Patrick nor Ms. Sterling has been appointed to any committees of the Board of Directors.
04—Continue