8-KLeadership ChangesOther Events

COHERENT CORP. 8-K Report, Executive Changes (Aug 31, 2026)

Filed August 31, 2026For Securities:COHR

Summary

Coherent Corp. (COHR) has announced significant "special incentive awards" for its key executive leadership team, including the CEO, CFO, CTO, Chief Strategy Officer, and Chief Supply Chain Officer. These awards, granted on August 27, 2026, are entirely in the form of performance stock units (PSUs) designed to incentivize long-term growth and retention. The primary goals are to achieve substantial share price appreciation, meet relative total shareholder return (TSR) targets, and ensure continued service through 2030. This move reflects the company's focus on advancing its transformative growth strategy, particularly in the rapidly evolving AI and computing infrastructure markets. The structure of these awards is highly shareholder-aligned, with vesting contingent upon ambitious stock price hurdles and the company's TSR outperforming at least 50% of its peers in the S&P Composite 1500 – Electronic Equipment, Instruments & Components Index. The performance period spans four years, with a further one-year holding requirement post-vesting, meaning shares will not be fully liquid for five years from the grant date. These special awards are separate from the regular compensation program and are deemed necessary to retain critical talent during a period of significant technology investment and expansion.

Key Highlights

  • 1Special incentive awards comprising 100% Performance Stock Units (PSUs) granted to key executives on August 27, 2026.
  • 2CEO James R. Anderson awarded a target value of $50 million in PSUs; other executives receive awards ranging from $5 million to $15 million.
  • 3Vesting is contingent on achieving significant stock price growth milestones (e.g., 10% to 25% CAGR) and relative Total Shareholder Return (TSR) above the 50th percentile of a relevant industry index.
  • 4The performance period is four years, with a mandatory one-year holding period after vesting, resulting in potential full liquidity five years from the grant date.
  • 5Awards are designed for retention and to incentivize continued execution through the company's next phase of accelerated growth, particularly in AI and computing infrastructure.
  • 6These are special, non-regular compensation awards, deemed necessary by the Compensation Committee to retain executive talent.
  • 7Termination provisions are detailed, with forfeiture of unearned PSUs upon most terminations, but specific provisions for change-in-control scenarios.

Frequently Asked Questions

The primary purpose of these PSU awards is to retain key executive leadership and incentivize them to drive significant long-term shareholder value through ambitious stock price growth and superior relative total shareholder return, particularly during a period of substantial investment in AI and computing infrastructure.

Executives will earn these awards by achieving specific stock price growth milestones, measured by compound annual growth rates (CAGRs) over a four-year performance period. Additionally, for each portion of the award earned based on stock price, the company's total shareholder return (TSR) must be in the top 50% relative to its industry peers in the S&P Composite 1500 – Electronic Equipment, Instruments & Components Index.

Vesting can occur at any time during the four-year performance period if the stock price and TSR hurdles are met. However, no portion of the award will vest until the end of the four-year performance period. Following vesting, there is an additional one-year holding period. Therefore, shares will not be tradable by the recipients until five years from the grant date (August 27, 2026), unless a change-in-control event occurs under specific conditions.

If an executive's employment is terminated by the company without cause (and not in connection with a change-in-control), PSUs corresponding to milestones already achieved will vest at the end of the four-year performance period, subject to the one-year holding period. However, PSUs for milestones not yet achieved are forfeited. Voluntary termination, termination for cause, or termination due to death or disability generally result in the forfeiture of the entire award, including any earned portions for unachieved milestones.