8-KLeadership ChangesRegulation FDExhibits & Filings

COHERENT CORP. 8-K Report, Executive Changes (Jun 3, 2024)

Filed June 3, 2024For Securities:COHR

Summary

Coherent Corp. (COHR) has announced a significant leadership transition with the appointment of James R. Anderson as Chief Executive Officer, effective June 3, 2024. Mr. Anderson, previously the CEO of Lattice Semiconductor, brings extensive experience in the semiconductor industry, having held leadership roles at Advanced Micro Devices (AMD), Intel, and Broadcom. This appointment marks the retirement of Dr. Vincent D. Mattera, Jr., who will receive benefits as per his previously disclosed succession agreement. The company has also detailed Mr. Anderson's compensation package, which includes a substantial base salary, annual incentive opportunities, and significant long-term equity awards, totaling $48 million in inducement awards to align with his transition and recognize forfeited equity from his previous role. The transition signals a new chapter for Coherent Corp. under new leadership, with a focus on integrating Mr. Anderson's strategic vision and operational expertise. Investors will be keen to observe how Mr. Anderson leverages his background to drive future growth and innovation in the company's diverse technology segments. The substantial equity grant indicates a strong commitment to retaining and incentivizing the new CEO, with performance-based components tied to relative total shareholder return, aligning his interests with those of the shareholders.

Key Highlights

  • 1James R. Anderson appointed as the new Chief Executive Officer (CEO) of Coherent Corp., effective June 3, 2024.
  • 2Dr. Vincent D. Mattera, Jr. retires as CEO, with his resignation as a Board member effective immediately prior to Mr. Anderson's start date.
  • 3Mr. Anderson brings significant experience from leadership roles at Lattice Semiconductor, AMD, and other major tech companies.
  • 4Mr. Anderson's compensation package includes a base salary of $1,060,000 and a target annual incentive of 150% of base salary.
  • 5Substantial inducement equity awards totaling $48 million are granted to Mr. Anderson, including RSUs and PSUs with performance-based vesting tied to relative total shareholder return (rTSR).
  • 6The inducement awards include $12 million for Fiscal Year 2025 and $36 million in sign-on awards, partially to compensate for forfeited equity from his prior employer.
  • 7Mr. Anderson's severance benefits are outlined, with varying multiples depending on termination circumstances (Qualifying Termination during Non-CIC or CIC periods).

Frequently Asked Questions

James R. Anderson has been appointed as the new CEO of Coherent Corp., effective June 3, 2024. He replaces Dr. Vincent D. Mattera, Jr., who has retired.

James R. Anderson has been granted inducement equity awards totaling $48,000,000. This includes $12,000,000 for Fiscal Year 2025 awards and $36,000,000 in sign-on awards.

His long-term incentives are structured as a mix of time-vesting Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). The PSUs are tied to relative total shareholder return (rTSR) over an approximate three-year performance period, with specific performance targets for payout.

Mr. Anderson's annual base salary is $1,060,000. He is eligible for annual incentive compensation with a target bonus of 150% of his base salary, starting in fiscal year 2025.