8-KLeadership ChangesRegulation FDExhibits & Filings

COHERENT CORP. 8-K Report, Executive Changes (Oct 11, 2024)

Filed October 11, 2024For Securities:COHR

Summary

Coherent Corp. (COHR) announced a significant leadership change with the appointment of Sherri R. Luther as its new Chief Financial Officer (CFO) and Treasurer, effective October 11, 2024. Ms. Luther brings extensive financial expertise, having previously served as CFO of Lattice Semiconductor and holding senior finance roles at the prior Coherent, Inc. for over sixteen years. This appointment signifies a strategic move to bolster the company's financial leadership, leveraging a candidate with deep industry experience and a history with the company. The company has outlined a comprehensive compensation package for Ms. Luther, including a base salary of $625,000, target annual incentive compensation of 85% of base salary for FY2025, and substantial long-term incentive awards totaling $17.4 million. This includes both time-vesting restricted stock units (RSUs) and performance stock units (PSUs) tied to relative total shareholder return (rTSR), reflecting a strong alignment with shareholder value creation. A $500,000 cash sign-on bonus is also included, with repayment provisions if employment terminates early under specific conditions.

Key Highlights

  • 1Appointment of Sherri R. Luther as new CFO and Treasurer, effective October 11, 2024.
  • 2Richard J. Martucci transitions from Interim CFO to a non-executive officer role.
  • 3Ms. Luther's extensive background includes previous roles at Coherent, Inc. and as CFO of Lattice Semiconductor.
  • 4Annual base salary of $625,000 for Ms. Luther.
  • 5Target annual incentive compensation of 85% of base salary for fiscal year 2025.
  • 6Significant inducement equity awards totaling $17.4 million, comprising RSUs and PSUs with performance-based vesting tied to rTSR.
  • 7A $500,000 cash sign-on bonus is provided to Ms. Luther.

Frequently Asked Questions

Sherri R. Luther has been appointed as the new Chief Financial Officer (CFO) and Treasurer of Coherent Corp. Her appointment became effective on October 11, 2024.

Ms. Luther has a strong financial background, having served as CFO of Lattice Semiconductor since January 2019. Importantly, she has over sixteen years of prior experience at Coherent, Inc., most recently as Corporate Vice President of Finance. She is a CPA, holds an Executive MBA from Stanford, and has held other senior finance positions.

Ms. Luther's compensation includes a base salary of $625,000, eligibility for an annual bonus targeting 85% of her base salary starting in FY2025, and significant new hire equity awards valued at $17.4 million. This equity includes time-vesting RSUs and performance stock units (PSUs) tied to relative total shareholder return. She also receives a $500,000 cash sign-on bonus.

The $17.4 million in inducement equity awards consist of $1.4 million in time-vesting RSUs vesting over three years, $5.56 million in time-vesting RSUs vesting over two years, and $10.44 million in performance stock units (PSUs). The PSUs are tied to relative total shareholder return (rTSR) over an approximate three-year performance period, aligning with the company's stated performance metrics.