01—Abstract
Summary
Summary of the 8-K filed February 20, 2024. Cited figures are marked; the original filing is the authoritative source.
Coherent Corp. announced that CEO Dr. Vincent D.
Mattera, Jr. intends to retire as CEO by the end of calendar 2024. This decision is not a result of any dispute with the company. The Board has initiated a search for a successor, engaging an executive search firm, and has formed a committee to oversee the process.
Dr. Mattera will continue to serve as CEO and Board Chair until a successor is appointed or until December 31, 2024, under specific conditions outlined in a CEO Succession and Retirement Agreement. This transition plan provides for a smooth handover, with Dr. Mattera's compensation and benefits generally remaining consistent during the interim period.
The agreement also details potential roles for Dr. Mattera post-CEO service, including a possible nomination for the Board as a Class One Director at the next annual meeting, depending on the timing of the CEO transition. The filing includes details on potential severance benefits and continuity of certain perquisites for Dr. Mattera.
02—Key points
Key Highlights
- CEO Dr. Vincent D. Mattera, Jr. announced his intention to retire by the end of calendar 2024, with the transition not stemming from any disagreements.
- A comprehensive search for a new CEO, including internal and external candidates, has commenced with a leading executive search firm.
- Dr. Mattera will continue as CEO and Board Chair until a successor is in place or at least through December 31, 2024.
- The CEO Succession and Retirement Agreement outlines specific conditions and timelines for Dr. Mattera's departure as CEO.
- Dr. Mattera may be nominated as a Class One Director at the next annual meeting, contingent on the CEO transition timeline.
- Compensation and benefits for Dr. Mattera will remain largely consistent during the CEO Service Period, with provisions for enhanced severance and incentive awards.
- The company has taken steps to ensure a seamless leadership transition and continuity.
03—Questions
Frequently Asked Questions
What is the timeline for Dr. Mattera's retirement as CEO?
Dr. Mattera intends to retire as CEO by the end of calendar year 2024, following the appointment of his successor. He will continue in his role through the transition period, or at least until December 31, 2024, if a new CEO is not in place by November 15, 2024, or if the successor's start date is significantly delayed.
What is the company doing to find a new CEO?
The Board of Directors has retained a leading executive search firm to conduct a comprehensive search for Dr. Mattera's successor. This process will evaluate both internal and external candidates. A special sub-committee of the Board has been formed to oversee this search.
Will Dr. Mattera remain involved with Coherent Corp. after stepping down as CEO?
It is possible. The agreement states that if a new CEO has not commenced employment or accepted the position before the next annual stockholders' meeting, Dr. Mattera will be nominated for election as a Class One Director. If a successor is in place before then, he will not be nominated unless mutually agreed upon. He will resign from all positions upon cessation of his CEO services, unless otherwise agreed.
Are there any changes to Dr. Mattera's compensation during this transition period?
During the CEO Service Period, Dr. Mattera's compensation and duties will generally be consistent with his existing Employment Agreement. However, his fiscal year 2024 annual cash incentive award will be no less than the target amount, and his fiscal year 2025 equity award grant will be at least the same value as the fiscal year 2024 grant, to be made entirely as time-vesting restricted stock units.
04—Continue