DEF 14A of Coherent Corp., Oct 2, 2025

DEF 14A of Coherent Corp.

Filed Oct 2, 2025 · FY20250001104659-25-096170

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. BOARD OF DIRECTORS

    | Nominee | Occupation | Class | Age | Director Since | Independent | Gender | Committees | | | | | | | | | | | AR | NCG | CHC | | JIM ANDERSON | President and CEO, Coherent | One | 53 | 2024 | | M | | | | | JOSEPH J. CORASANTI | Former President and CEO, CONMED | Three | 61 | 2002 | | M | | C | | | ENRICO DIGIROLAMO Board Chair | Former CFO and SVP, Covisint | Two | 70 | 2018 | | M | | | | | MICHAEL L. DREYER | Former COO, Silicon Valley Bank | One | 61 | 2019 | | M | | | | | PATRICIA HATTER | President and COO, Opsera | Three | 63 | 2019 | | F | | | | | DAVID L. MOTLEY | General Partner, BTN Ventures | Two | 66 | 2021 | | M | | | | | LISA NEAL- GRAVES | Former CEO, Aurora Wellness Community | Two | 62 | 2021 | | F | | | | | STEPHEN PAGLIUCA | Senior Advisor, Bain Capital Private Equity, LP | One | 70 | 2021 | | M | | | | | ELIZABETH A. PATRICK | Former SVP and Chief People Officer, Diebold Nixdorf | One | 57 | 2023 | | F | | | | | SHAKER SADASIVAM | Co-Founder, President and CEO, Auragent Bioscience, LLC | Two | 65 | 2016 | | M | | | | | STEPHEN A. SKAGGS | Former SVP and CFO, Atmel Corporation | Three | 63 | 2022 | | M | | | | | MICHELLE STERLING | Former EVP and Chief Human Resources Officer, Qualcomm | Two | 57 | 2023 | | F | | | C | | SANDEEP VIJ | Former President and CEO, MIPS Technologies | Three | 59 | 2022 | | M | | | | | HOWARD H. XIA | Former General Manager, Vodafone China Limited | One | 65 | 2011 | | M | | | |

  3. BOARD OF DIRECTORS

    | Committee member | Audit Committee Financial Expert (as defined by the SEC) | C Committee Chair | | Note: Age calculated as of August 31, 2025 | | | | AR — Audit and Risk Committee | NCG — Nominating and Corporate Governance Committee | CHC — Compensation and Human Capital Committee | | |

  4. DIRECTOR ATTRIBUTES AND EXPERIENCE

    DIRECTOR ATTRIBUTES AND EXPERIENCE The table below highlights some of the categories of key attributes and experience possessed by our continuing directors and nominees for election which are further defined below, and which are valued by our Board in guiding a complex, global manufacturing company and in overseeing our strategy for future growth. The biographies of our directors include more information about our directors’ relevant skills, experience and qualifications.

  5. DIRECTOR ATTRIBUTES AND EXPERIENCE

    | | Accounting/ Finance | Business Development/ Strategy | Corporate Governance/ Ethics | Executive Leadership | IT/ Cybersecurity/ Privacy | Legal/ Regulatory | Materials/ Semiconductor/ Networking/ Laser Industries | Operations | Risk Management | Talent/ Compensation | Technology/ IP | | James R. Anderson Chief Executive Officer and Director | | | | | | | | | | | | | Joseph J. Corasanti Independent Director | | | | | | | | | | | | | Enrico DiGirolamo Independent Board Chair | | | | | | | | | | | | | Michael L. Dreyer Independent Director | | | | | | | | | | | | | Lisa Neal-Graves Independent Director | | | | | | | | | | | | | Patricia Hatter Independent Director | | | | | | | | | | | | | David L. Motley Independent Director | | | | | | | | | | | | | Stephen Pagliuca Independent Director | | | | | | | | | | | | | Elizabeth A. Patrick Independent Director | | | | | | | | | | | | | Shaker Sadasivam Independent Director | | | | | | | | | | | | | Stephen A. Skaggs Independent Director | | | | | | | | | | | | | Michelle Sterling Independent Director | | | | | | | | | | | | | Sandeep Vij Independent Director | | | | | | | | | | | | | Howard H. Xia Independent Director | | | | | | | | | | | | | # of Directors with Skill/Experience | 7 | 14 | 9 | 13 | 2 | 6 | 7 | 14 | 11 | 10 | 14 |

  6. NUMBER OF NOMINEES WITH KEY BOARD SKILLS

    NUMBER OF NOMINEES WITH KEY BOARD SKILLS

  7. NUMBER OF NOMINEES WITH KEY BOARD SKILLS

    | ACCOUNTING / FINANCE Possesses a deep understanding of finance, accounting principles and methodologies, financial reporting, financial management, capital markets, financial statements, audit processes and procedures or internal financial controls. | BUSINESS DEVELOPMENT / STRATEGY Expertise in strategic planning, mergers and acquisitions, growth strategies or business expansion. | CORPORATE GOVERNANCE / ETHICS Significant corporate governance and/or ethics experience. | | EXECUTIVE LEADERSHIP Current or former chief executive officer or the equivalent thereof, senior executive or business unit leader of a company with significant experience overseeing complex business operations and growth initiatives. | IT / CYBERSECURITY / PRIVACY Experienced leader in cybersecurity or privacy, including overseeing risks related to emerging cybersecurity developments, threats and strategies. | LEGAL / REGULATORY Relevant background in governmental policy, legal knowledge or experience with compliance and regulatory issues within a public company or regulatory body, including being a Certified Public Accountant, having a Juris Doctorate, or having significant chief financial officer experience. | | MATERIALS / SEMICONDUCTOR / NETWORKING / LASER INDUSTRIES Specific and extensive professional experience in the materials, semiconductor, networking and/or laser industries. | OPERATIONS Experience in business operations, management, supply chain management, integration or distribution. | RISK MANAGEMENT Demonstrated expertise in identifying, assessing and overseeing evolving risks, including the development and implementation of effective mitigation strategies. | | TALENT / COMPENSATION Specific and extensive career knowledge focusing on human talent management and compensation, including current or former service on the compensation committee of a public company. | TECHNOLOGY / IP Coherent product-relevant experience in technology or intellectual property matters. | |

  8. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board is comprised of a broad range of talented professionals with a balance of professional and personal experience, qualifications, attributes, and skills that best reflect the qualities that the Company seeks in its Board members. The Board is divided into three classes, each as nearly equal as possible in number of directors. At present, the Board consists of 14 members, with five directors each in Classes One and Two and four directors in Class Three. The current term of our Class Two Directors expires at the Annual Meeting. Accordingly, five directors have been nominated for election to Class Two positions, for a term of three years or until such time as their respective successors are elected and qualified, or until his or her death, resignation or removal. Any Board vacancy may be filled by a majority of the remaining directors then in office, and any director so elected will serve for the same term that the predecessor would have served, or until his or her earlier death, resignation or removal. The persons named as proxies for this Annual Meeting were selected by the Board and have advised the Board that, unless authority is withheld, they intend to vote the shares represented by validly submitted proxies FOR the election of each of the Class Two Directors. Each of the nominees has consented to serve if elected. However, if any of them is unable or unwilling to serve as a director, the Board may designate a substitute nominee, in which case the persons named as proxies will vote for any substitute nominee proposed by the Board.

  9. DIRECTOR CONDITIONAL RESIGNATION POLICY

    DIRECTOR CONDITIONAL RESIGNATION POLICY Each incumbent director nominee has submitted an irrevocable conditional resignation, which is effective if the nominee receives a greater number of votes “AGAINST” than votes “FOR” that person’s election. If this occurs, the Nominating and Corporate Governance Committee (the “NCG” Committee) will recommend to the Board whether to accept or reject the resignation. The Board will act on the resignation, taking into account the NCG Committee’s recommendation, and publicly disclose its decision, and the underlying rationale, within 90 days after the date the election results are certified. The incumbent director will remain as a member of the Board during this process.

  10. BOARD DEMOGRAPHICS

    BOARD DEMOGRAPHICS As of June 30, 2025

  11. BOARD DEMOGRAPHICS

    | 62 | 6 | 93% | | Average Age | Average Tenure | Independent | | | | All of our directors other than our CEO are independent | | | | |

  12. CLASS TWO DIRECTORS STANDING FOR ELECTION

    CLASS TWO DIRECTORS STANDING FOR ELECTION

  13. CLASS TWO DIRECTORS STANDING FOR ELECTION

    | ENRICO DIGIROLAMO | | | INDEPENDENT BOARD CHAIR | Mr. DiGirolamo is a proven global business leader who brings decades of experience driving strategic transformation and financial performance across technology, manufacturing, and mobility sectors. His deep expertise in corporate finance, coupled with senior leadership roles at Fortune 100 and growth-stage companies strengthens the Board’s oversight of complex international operations, risk management, and value creation. Mr. DiGirolamo is currently a senior advisor to technology companies, manufacturing concerns, and private equity firms. From 2013 to 2017, he served as Chief Financial Officer and Senior Vice President of Covisint Corporation, a leading cloud computing company for the Internet of Things and Identity platforms. Mr. DiGirolamo was with Allstate Insurance from 2010 to 2013, where he served as Senior Vice President, Sales and Marketing and Finance. From 2008 to 2010, he served as Vice President and Chief Financial Officer for General Motors in Europe. During a 31-year career with General Motors, Mr. DiGirolamo held a variety of senior executive positions throughout the corporation, including 12 years outside the United States. Mr. DiGirolamo served on the board of directors of Metromedia International Group (2010-2017), Premier Trailer Leasing, Inc. (2012-2013), IdentiFix (2013-2014) and Garsite (2018-2024). Mr. DiGirolamo holds a B.S. degree from Central Michigan University, and an MBA from Eastern Michigan University, and completed the Senior Executive Program at the International Institute for Management Development in Lausanne, Switzerland. He is a member of the Dean’s Leadership Roundtable at Central Michigan University. | | Class: Two Director Since: 2018 Term Expires: 2025 Age: 70 BOARD COMMITTEES Audit and Risk OTHER PUBLIC COMPANY BOARDS (past five years) None | |

  14. CLASS TWO DIRECTORS STANDING FOR ELECTION

    | DAVID L. MOTLEY | | | INDEPENDENT DIRECTOR | Mr. Motley is a seasoned executive and investor with deep expertise in corporate strategy, early-stage technology, and real estate business development. His extensive board experience across public, private and nonprofit organizations enhances the Board’s oversight of governance, innovation and long-term value creation. Mr. Motley serves as General Partner of BTN Ventures, a venture fund investing in pre-seed and seed stage technology companies, since 2021. Mr. Motley also serves as a partner in DDRC 327 NEGL, LLC, a real estate development company, since 2016, and as Chief Executive Officer of MCAPS, LLC, a professional services company providing corporate real estate services, since 2018. Mr. Motley has also served as Senior Managing Partner of Blue Tree Venture Fund since 2012, a venture investing in early-stage life science and IT companies. Mr. Motley also serves on the boards of F.N.B. Corporation, a diversified financial services company; Koppers Holdings Inc., an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds; and Armada, a privately-owned supply chain management company. Mr. Motley is also board chair for SRI International, an independent nonprofit technology research and development organization. Mr. Motley is a Cum Laude graduate of the University of Pittsburgh’s Swanson School of Engineering and a Distinguished Alumni Awardee, a recognition provided to less than one percent of the graduates. Mr. Motley holds an MBA from the Harvard Business School. | | Class: Two Director Since: 2021 Term Expires: 2025 Age: 66 BOARD COMMITTEES Audit and Risk OTHER PUBLIC COMPANY BOARDS (past five years) Koppers Holdings Inc. (since 2018) F.N.B Corporation (since 2013) Deep Lake Capital Acquisition Corp. (2021-2023) | |

  15. CLASS TWO DIRECTORS STANDING FOR ELECTION

    | LISA NEAL-GRAVES | | | INDEPENDENT DIRECTOR | Ms. Neal-Graves is a proven technology executive with deep expertise in strategic planning, global operations, and product management across the semiconductor, telecommunications, and cloud industries. Her background in data science, technology policy, and global product management, including in China, Italy and the United Kingdom, strengthens the Board’s knowledge and discussions in navigating complex tech-driven transformation. Ms. Neal-Graves is the former Chief Executive Officer of the Aurora Wellness Community (“AWC”), a University of Colorado School of Medicine nonprofit entity in partnership with the Aurora, Colorado, community. Ms. Neal-Graves is a data scientist, technology strategist, and technology legal policy and compliance executive who brings extensive experience in the semiconductor and telecommunications industries to our Board. Before her last role, she served as the Chief Innovation Officer for the Colorado Attorney General; General Counsel and Chief Marketing Officer of Universal Plasma, LLC, an early-stage antenna technology company; Vice President and General Manager of the Cloud Strategic Product Group for Zayo Group; and in various roles at Intel Corporation, including CIO Counsel and positions of increasing responsibility and impact for the company’s strategic long-range technology and research planning. Ms. Neal-Graves also held senior executive positions, including VP/GM (Unisys), CTO (Serviceware), Senior VP/GM (Chase), and GM (AT&T/Bell Labs). Ms. Neal-Graves serves on the Center for Improving Value in Health Care (“CIVHC”), Rocky Mountain Public Media, and BEN Colorado board of directors. Ms. Neal-Graves graduated from Hampton University, where she obtained her undergraduate degree in applied mathematics and computer science. She also holds a M.S. in Computer Science from Michigan State University (with an emphasis in Artificial Intelligence), a Master degree in Engineering Management from the University of Colorado Boulder, and a JD from the University of Colorado School of Law. | | Class: Two Director Since: 2021 Term Expires: 2025 Age: 62 BOARD COMMITTEES Nominating and Corporate Governance OTHER PUBLIC COMPANY BOARDS (past five years) None | |

  16. CLASS TWO DIRECTORS STANDING FOR ELECTION

    | SHAKER SADASIVAM | | | INDEPENDENT DIRECTOR | Dr. Sadasivam is a veteran semiconductor industry leader with extensive experience related to the semiconductor industry, and insight into areas including operations, product development, and engineering management. His experience as a CEO, R&D executive and board member across both public and private companies enhances the Board’s strategic insight into technology innovation and global manufacturing. Dr. Sadasivam is the Co-Founder and Chief Executive Officer of Auragent Bioscience, LLC. He also serves as Chair of the Board FTC Solar, Inc., a public company, and serves on the boards of two private companies, Sfara a developer of mobile-based safety and detection technology, and Sea Pharmaceuticals, LLC a neurotherapeutics R&D company advancing potential treatments for tinnitus & epilepsy. In 2016, Dr. Sadasivam retired as President and Chief Executive Officer of SunEdison Semiconductor Limited, a leading manufacturer of advanced semiconductors for electronics, a position he held from 2013. From 2009 to 2013, he served as Executive Vice President and President, Semiconductor Materials Business Unit of SunEdison, Inc. (a predecessor to SunEdison Semiconductor Limited, formerly known as MEMC Electronic Materials, Inc.). From 2002 to 2009, Dr. Sadasivam served as Senior Vice President Research and Development of SunEdison, Inc. Dr. Sadasivam holds B.S. and M.S. degrees in Chemical Engineering from the University of Madras and Indian Institute of Technology, an MBA from Washington University’s Olin School of Business, and a Ph.D. in Chemical Engineering from Clarkson University. | | Class: Two Director Since: 2016 Term Expires: 2025 Age: 65 BOARD COMMITTEES Audit and Risk OTHER PUBLIC COMPANY BOARDS (past five years) FTC Solar, Inc. (since 2017) | |

  17. CLASS TWO DIRECTORS STANDING FOR ELECTION

    | MICHELLE STERLING | | | INDEPENDENT DIRECTOR | Ms. Sterling is an established business leader with experience overseeing global human capital strategies, and organizational transformations. Her particular expertise in M&A integration in high-tech and semiconductor sectors, enhances the Board’s deliberations related to talent strategy, culture development, and long-term growth initiatives. Ms. Sterling was the Executive Vice President and Chief Human Resources Officer at Qualcomm, Inc., a semiconductor, software and services company serving the wireless communications industry, from 2015 to 2020; Senior Vice President, Human Resources from 2007 to 2015 and served in various capacities at Qualcomm, Inc. from 1994 to 2007. Throughout her tenure with Qualcomm, Ms. Sterling supported Qualcomm’s strategies in complex transactions including acquisitions, joint ventures, and divestitures, integration, human capital management, and real estate and facilities. Ms. Sterling had direct responsibility for Qualcomm’s Human Resources global employees and served as a member of Qualcomm’s executive committee. Ms. Sterling has served as director for Digital Turbine, Inc., a mobile growth platform for advertisers, publishers, carriers, and device original equipment manufacturers, since 2019, and previously served as a director of TuSimple, an autonomous technology company specifically designed for semi-trucks, from 2021 to 2022. Ms. Sterling holds a B.S. in Business Management from the University of Redlands. | | Class: Two Director Since: 2023 Term Expires: 2025 Age: 57 BOARD COMMITTEES Compensation and Human Capital (Chair) OTHER PUBLIC COMPANY BOARDS (past five years) LeddarTech (2023-2025) Digital Turbine (since 2019) | |

  18. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  19. EXISTING CLASS THREE DIRECTORS WHOSE TERM EXPIRES IN 2026

    EXISTING CLASS THREE DIRECTORS WHOSE TERM EXPIRES IN 2026

  20. EXISTING CLASS THREE DIRECTORS WHOSE TERM EXPIRES IN 2026

    | JOSEPH J. CORASANTI | | | INDEPENDENT DIRECTOR | Mr. Corasanti is a former public company CEO with a strong track record in corporate leadership, M&A execution, and governance across the medical technology and defense sectors. His legal background and deep board experience enhance the Board’s capabilities in risk oversight, strategic growth and regulatory compliance. Mr. Corasanti presently serves as a member of the Board of Directors of SRC, Inc., a company that designs, manufactures and sells products and services for the defense industry. Previously, Mr. Corasanti held a number of management roles at CONMED Corporation, a medical technology company, serving as President and Chief Executive Officer from 2006 to July 2014; President and Chief Operating Officer from 1999 to 2006; Executive Vice President/General Manager from 1998 to 1999; and General Counsel and Vice President-Legal Affairs from 1993 to 1998. He also served as a director of CONMED from 1994 to 2014. From 1990 to 1993, he was an Associate Attorney with the Los Angeles office of the law firm of Morgan, Wenzel & McNicholas. Mr. Corasanti holds a B.A. degree in Political Science from Hobart College and a JD from Whittier College School of Law. | | Class: Three Director Since: 2002 Term Expires: 2026 Age: 61 BOARD COMMITTEES Audit and Risk Nominating and Corporate Governance (Chair) OTHER PUBLIC COMPANY BOARDS (past five years) SRC (since 2015) | |

  21. EXISTING CLASS THREE DIRECTORS WHOSE TERM EXPIRES IN 2026

    | PATRICIA HATTER | | | INDEPENDENT DIRECTOR | Ms. Hatter is a veteran technology executive with leadership experience in cybersecurity, enterprise IT, and digital operations across some of the industry’s most influential companies. Her prior public board service and executive roles strengthen the Board’s expertise in cybersecurity, customer engagement, and scalable tech strategy. Ms. Hatter is currently the President and Chief Operating Officer of Opsera, an early-stage DevOps platform company, where she has served since 2023. She previously served as the Chief Customer Officer of Palo Alto Networks, Inc., a multinational cybersecurity company, where she served from 2019 to 2022. Ms. Hatter previously served as the General Manager and Senior Vice President — Services of McAfee, LLC, a global computer security software company, from in 2017, and was the Chief Information Officer and Senior Vice President — Operations, at McAfee, LLC, from 2010 to 2015. Ms. Hatter additionally served as the Chief Information Officer — Intel Security and General Manager — Security & Software at Intel Corporation, a leader in the semiconductor industry, from 2015 to 2016. Ms. Hatter also held various leadership roles at Cisco Systems, Inc., and AT&T Corporation. Ms. Hatter served on the board of directors of Barrick Gold Corporation, an international mining company from 2018 until 2019, and the board of directors of Qualys, Inc., a leading provider of cloud-based security and compliance solutions, from 2018 until 2019. Ms. Hatter holds B.S. and M.S. degrees in Mechanical Engineering from Carnegie Mellon University. | | Class: Three Director Since: 2019 Term Expires: 2026 Age: 63 BOARD COMMITTEES Nominating and Corporate Governance OTHER PUBLIC COMPANY BOARDS (past five years) None | |

  22. EXISTING CLASS THREE DIRECTORS WHOSE TERM EXPIRES IN 2026

    | STEPHEN A. SKAGGS | | | INDEPENDENT DIRECTOR | Mr. Skaggs brings over 25 years of executive leadership in the high-technology and semiconductor industries, including CEO and CFO roles at public companies in the space. His board experience and expertise in corporate strategy, M&A, and financial management make him a highly valuable contributor to the Board. Mr. Skaggs joined the Board in conjunction with the acquisition of Coherent, Inc. in 2022. Previously, Mr. Skaggs served as a member of the board of directors of Coherent, Inc. beginning in 2013. Mr. Skaggs has been a private investor since 2016. Previously, he held the position of Senior Vice President and Chief Financial Officer of Atmel Corporation, a leading supplier of microcontrollers, from 2013 until its acquisition by Microchip Technology Incorporated in 2016. Mr. Skaggs has more than 25 years of experience in the semiconductor industry, including serving as President, Chief Executive Officer, and Chief Financial Officer of Lattice. He was also previously a member of the board of directors of Lattice. Prior to Lattice, Mr. Skaggs was employed by Bain & Company, a global management consulting firm, where he specialized in high-technology product strategy, mergers and acquisitions, and corporate restructurings. Mr. Skaggs holds a B.S. degree in Chemical Engineering from the University of California, Berkeley and an MBA from the Harvard Business School. | | Class: Three Director Since: 2022 Term Expires: 2026 Age: 63 BOARD COMMITTEES Audit and Risk (Chair) Nominating and Corporate Governance OTHER PUBLIC COMPANY BOARDS (past five years) Ouster (since 2024) IDEX Biometrics, ASA (2019-2024) | |

  23. EXISTING CLASS THREE DIRECTORS WHOSE TERM EXPIRES IN 2026

    | SANDEEP VIJ | | | INDEPENDENT DIRECTOR | Mr. Vij brings a proven track record of executive leadership in the high-technology sector to the Board, with CEO and board roles at public companies and deep expertise in marketing, strategy, and semiconductors. His industry insight and operational acumen provide valuable contributions to the Board. Mr. Vij joined the Board in conjunction with the acquisition of Coherent, Inc. in 2022. Previously, Mr. Vij served as a member of the board of directors of Coherent, Inc. beginning in 2004. Mr. Vij has been a private investor since 2013. Previously, he held the position of President and Chief Executive Officer and was a member of the board of directors of MIPS Technologies, Inc., a leading provider of processor architectures and cores, from 2010 until its sale in 2013. In addition, Mr. Vij was the Vice President and General Manager of the Broadband and Consumer Division of Cavium Networks, Inc., a provider of highly integrated semiconductor products, from 2008 to 2010. Prior to that, he held the position of Vice President of Worldwide Marketing, Services, and Support for Xilinx, Inc., a digital programmable logic device provider, from 2007 to April 2008. From 2001 to 2006, he held the position of Vice President of Worldwide Marketing at Xilinx. From 1997 to 2001, he served as Vice President and General Manager of the General Products Division at Xilinx. Mr. Vij joined Xilinx in 1996 as Director of FPGA Marketing. He is a graduate of General Electric’s Edison Engineering Program and Advanced Courses in Engineering. He holds an MSEE from Stanford University and a BSEE from San Jose State University. | | Class: Three Director Since: 2022 Term Expires: 2026 Age: 59 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) None | |

  24. EXISTING CLASS ONE DIRECTORS WHOSE TERM EXPIRES IN 2027

    EXISTING CLASS ONE DIRECTORS WHOSE TERM EXPIRES IN 2027

  25. EXISTING CLASS ONE DIRECTORS WHOSE TERM EXPIRES IN 2027

    | JAMES R. ANDERSON | | | CHIEF EXECUTIVE OFFICER AND PRESIDENT | Mr. Anderson brings deep executive leadership and operational expertise across the semiconductor and technology industries, with a track record of driving growth, innovation, and strategic transformation. His background in risk management, finance, corporate governance, talent and compensation, business development and strategy, and technology and intellectual property makes him a dynamic and highly capable leader on the Board. Mr. Anderson was appointed President and Chief Executive Officer of Coherent Corp. and a member of the Board of Directors in 2024. He previously served as a director and President and Chief Executive Officer of Lattice Semiconductor Corporation (“Lattice”) since 2018. Prior to joining Lattice, Mr. Anderson served as the Senior Vice President and General Manager of the Computing and Graphics Business Group at Advanced Micro Devices (“AMD”). Prior to AMD, Mr. Anderson held a broad range of leadership positions spanning general management, engineering, sales, marketing and corporate strategy at companies including Intel, Broadcom (formerly Avago Technologies) and LSI Corporation. Mr. Anderson served on the Board of Directors of Entegris, Inc., from 2023 to 2024 and on the Board of Directors of the Semiconductor Industry Association from 2020 through 2024. He previously served on the Board of Directors of Sierra Wireless from 2020 to 2023. Mr. Anderson is currently a director of Applied Materials. Mr. Anderson earned an MBA and M.S. in electrical engineering and computer science from the Massachusetts Institute of Technology, an M.S. degree in electrical engineering from Purdue University, and a bachelor’s degree in electrical engineering from the University of Minnesota. | | Class: One Director Since: 2024 Term Expires: 2027 Age: 53 BOARD COMMITTEES None OTHER PUBLIC COMPANY BOARDS (past five years) Applied Materials (since July 2025) Lumotive (since 2023) Entegris, Inc. (2023-2024) Lattice Semiconductor Corporation (2018-2024) Sierra Wireless (2020-2023) | |

  26. EXISTING CLASS ONE DIRECTORS WHOSE TERM EXPIRES IN 2027

    | MICHAEL L. DREYER | | | INDEPENDENT DIRECTOR | Mr. Dreyer brings extensive executive leadership and board experience, with deep expertise in cybersecurity, technology infrastructure, and the financial and banking sectors. His background in operations, information systems, and digital innovation makes him a strategic asset to the Board. Mr. Dreyer served as the Chief Operations Officer of Silicon Valley Bank from 2015 to 2019. Before joining Silicon Valley Bank, Mr. Dreyer was President and Chief Operating Officer of Monitise Americas, LLC, a subsidiary of Monitise Plc, a company providing mobile banking and payment services, from 2014 to 2015. Mr. Dreyer was the global head of technology and Chief Information Officer at VISA Inc., from 2005 to 2014. Previously, Mr. Dreyer was Chief Information Officer of Inovant, LLC, a company providing electronic payment processing services. He has also held executive positions at VISA USA (Senior Vice President of Processing and Emerging Products, and Senior Vice President of Commercial Solutions). Additionally, Mr. Dreyer held senior positions at American Express Co, Prime Financial, Inc., Federal Deposit Insurance Corporation (FDIC), Downey Savings, Bank of America, and the Fairmont Hotel Management Company. Mr. Dreyer served as a member of the board of directors of Finisar Corporation (“Finisar”) from 2015 through 2019 (the effective date of the Company’s acquisition of Finisar), and is currently a director of F5 Networks, Inc., a developer and provider of software-defined application services. Mr. Dreyer received B.S. in psychology and an MBA from Washington State University. | | Class: One Director Since: 2019 Term Expires: 2027 Age: 61 BOARD COMMITTEES Audit and Risk Nominating and Corporate Governance OTHER PUBLIC COMPANY BOARDS (past five years) F5 Networks (since 2012) | |

  27. EXISTING CLASS ONE DIRECTORS WHOSE TERM EXPIRES IN 2027

    | STEPHEN PAGLIUCA | | | INDEPENDENT DIRECTOR | Mr. Pagliuca is an experienced global executive, with a strong background in private equity, successful strategic investments, and corporate governance. His expertise in scaling businesses and driving long-term value provides invaluable insights to Board discussions on capital management and growth. Mr. Pagliuca is a senior advisor at Bain Capital, a leading global investment firm based in Boston with approximately $160 billion in assets under management. He previously served as Managing Director of Bain Capital Private Equity, LP, a global private equity firm, and as Co-Chair of Bain Capital, LP. Mr. Pagliuca has served on the board of Gartner, Inc., a research and advisory company, since 2010. He is a co-owner and Managing General Partner of the World Champion Boston Celtics and serves on the NBA Board of Governors. Mr. Pagliuca is also co-owner and co-chairman of the Serie A professional football club, Atalanta Bergamasca Calcio. Mr. Pagliuca earned his B.A. from Duke University and an MBA from Harvard Business School. | | Class: One Director Since: 2021 Term Expires: 2027 Age: 70 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) Gartner, Inc. (since 2010) | |

  28. EXISTING CLASS ONE DIRECTORS WHOSE TERM EXPIRES IN 2027

    | ELIZABETH A. PATRICK | | | INDEPENDENT DIRECTOR | Ms. Patrick brings global expertise in talent strategy, with a strong focus on executive compensation, leadership development, and organizational transformation. Her experience driving large-scale change and implementing HR systems provides a critical perspective to the Board’s oversight of its human capital management strategy. Ms. Patrick was the Senior Vice President and Chief People Officer for Diebold Nixdorf, a financial and retail technology company specializing in self-service transaction systems, point-of-sale terminals, physical security products, and software and related services, from 2019 to 2022. Prior to that, she was the Senior Vice President and Chief Human Resources Officer for Veritiv Corporation, a leading provider of packaging, print and facility solutions, from 2014 to 2019. Ms. Patrick earned her B.S. in Finance from Michigan State University, and MBA from Wayne State University. | | Class: One Director Since: 2023 Term Expires: 2027 Age: 57 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) None | |

  29. EXISTING CLASS ONE DIRECTORS WHOSE TERM EXPIRES IN 2027

    | HOWARD H. XIA | | | INDEPENDENT DIRECTOR | Dr. Xia is an experienced global telecommunications industry leader, with extensive knowledge of global operations and telecom markets across Asia. His technical background, leadership experience, and experience guiding successful cross-border operations enhance the Board’s global perspective and strategic planning in critical markets. Dr. Xia was formerly General Manager of Vodafone China Limited, a wholly-owned subsidiary of Vodafone Group Plc, a telecommunications company, from 2001 to 2014. From 1994 to 2001, he served as a Director, Technology Strategy for Vodafone AirTouch Plc and AirTouch Communications, Inc. He served as a Senior Staff Engineer at Telesis Technology Laboratory from 1992 to 1994, and was a Senior Engineer at PacTel Cellular from 1990 to 1992. Dr. Xia holds a B.S. degree in Physics from South China Normal University, an M.S. in Physics and Electrical Engineering, and a Ph.D. in Electro physics, from Polytechnic School of Engineering of New York University. | | Class: One Director Since: 2011 Term Expires: 2027 Age: 65 BOARD COMMITTEES Compensation and Human Capital OTHER PUBLIC COMPANY BOARDS (past five years) None | |

  30. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company uses a combination of cash and equity compensation to attract and retain qualified candidates to serve on the Company’s Board. In setting director compensation, the Company consults with its independent compensation advisor, and considers the significant amount of time and skill required for directors to fulfill their overall responsibilities. Director compensation is only paid to non-employee directors. For purposes of this section, all references to “directors” means non-employee directors. The director compensation program is periodically (generally every other year) reviewed by the Compensation and Human Capital Committee, with the assistance of its independent compensation advisor, to ensure that the program remains competitive. As part of this review, the types and levels of compensation offered to our directors are compared to those offered by a select group of comparable companies (the “Peer Group”). The Peer Group is the same as those used for the Company’s named executive officers and are listed in the “Compensation Discussion and Analysis” section of this proxy statement. The components of our director compensation program for fiscal year 2025 are disclosed below. The Board is compensated based on a role-based compensation program, not on the number of meetings attended. The Compensation and Human Capital Committee strives to set director compensation at levels that are competitive with our Peer Group.

  31. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

  32. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025

    DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025

  33. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025

    | Non-Employee Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 | Option Awards ($) | Non-equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | Joseph J. Corasanti | 125,000 | 220,025 | — | — | — | — | 345,025 | | Enrico DiGirolamo | 199,000 | 220,025 | — | — | — | — | 419,025 | | Michael L. Dreyer | 115,000 | 220,025 | — | — | — | — | 335,025 | | Patricia Hatter | 100,000 | 220,025 | — | — | — | — | 320,025 | | Lisa Neal-Graves | 100,000 | 220,025 | — | — | — | — | 320,025 | | David L. Motley | 105,000 | 220,025 | — | — | — | — | 325,025 | | Stephen Pagliuca | 100,500 | 220,025 | — | — | — | — | 320,525 | | Elizabeth A. Patrick | 100,500 | 220,025 | — | — | — | — | 320,525 | | Shaker Sadasivam | 105,000 | 220,025 | — | — | — | — | 325,025 | | Stephen A. Skaggs | 130,000 | 220,025 | — | — | — | — | 350,025 | | Michelle Sterling | 111,000 | 220,025 | — | — | — | — | 331,025 | | Sandeep Vij | 100,500 | 220,025 | — | — | — | — | 320,525 | | Howard H. Xia | 100,500 | 220,025 | — | — | — | — | 320,525 |

  34. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025

    Represents the aggregate grant date fair value of restricted stock units issued to the non-employee directors under the Amended and Restated 2018 Omnibus Incentive Plan and the Coherent Corp. Omnibus Incentive Plan (rounded up to the nearest whole share), computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (excluding the effect of forfeitures).

  35. FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

    FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS • We engaged with shareholders and responded to their feedback. The independent members of the Board conducted an expanded shareholder engagement effort prior to and following the 2024 Annual Meeting to better understand shareholder perspectives, particularly in response to the Company’s executive compensation proposal. In response to feedback shared by our shareholders, including those who voted against the 2024 executive compensation proposal, the Committee: - Made a commitment to limit any future cash severance benefits to not exceed 3x base salary and target bonus; - Provided full detail around achieved performance results under the 2023 PSUs program; and - Enhanced disclosure related to the Board’s oversight of the executive succession planning process. • Fiscal Year 2025 CEO compensation was limited to base salary and annual cash incentive. Consistent with the terms of Mr. Anderson’s sign-on agreement, he did not receive any equity incentives in fiscal year 2025. His sign-on compensation package, which included equity incentives granted in June 2024, covered his annual equity awards for fiscal 2025 to create an immediate alignment with shareholder interests. Sign-on compensation packages for the new NEOs primarily consist of make-whole payments. In order to incentivize both Ms. Luther and Mr. Beard to join Coherent, the Committee, in consultation with its independent compensation consultant, approved sign-on packages that were largely comprised of awards designed to primarily reflect the values, types of awards and vesting schedules of the incentives these executives had to forfeit in order to accept their job offers with Coherent. The make-whole portion of the sign-on equity awards for Ms. Luther and Mr. Beard accounted for $13.9 million and $6.0 million respectively, with values attributed to the annual equity incentive opportunities limited to $3.5 million and $3.25 million respectively, consistent with market and industry benchmarks for sign-on compensation. We transitioned to a full one-year performance period under the annual incentive plan and rebalanced RSUs weighting for fiscal 2025 program to align with market benchmarks. Due to the integration of II-VI and Coherent, we were unable to forecast full-year performance goals for fiscal 2024 and instead implemented two separate six-month performance periods. In fiscal 2025 we reestablished a 12-month performance period for our annual incentive plan. Consistent with the peer group benchmarks, the Committee also increased weighting of PSUs to 60%. • Annual and long-term incentive plan payouts aligned with performance: - Coherent’ s outperformance for fiscal 2025 was demonstrated through key growth drivers of our business, including record revenue of $5,810 million, a 23% increase year-over-year and Adjusted EBITDA of $1,350 million, a 35% increase year-over-year. This strong financial performance resulted in an annual GRIP cash incentive bonus being paid out at 170% of target. - 2023 PSUs associated with a three-year 2023-2025 performance period completed at the end of fiscal 2025 paid out at 108% of target, reflecting strong TSR performance relative to the S&P Composite 1500 — Electronics, Instruments and Components.

  36. FISCAL 2025 LEADERSHIP TRANSITIONS

    | NEOs Hired in Fiscal Year 2025 | Base Salary ($) | Target Annual Incentive % | Target Total Cash ($) | Target PSUs ($) | Annual RSUs ($) | Total Target Annual Compensation ($) | | Sherri Luther Chief Financial Officer and Treasurer | 625,000 | 85% | 1,156,250 | 2,100,000 | 1,400,000 | 4,656,250 | | Rob Beard Chief Legal and Global Affairs Officer, and Secretary | 660,000 | 85% | 1,221,000 | 1,950,000 | 1,300,000 | 4,471,000 |

  37. FISCAL 2025 LEADERSHIP TRANSITIONS

    Upon accepting job offers with Coherent, Ms. Luther and Mr. Beard forfeited significant compensation opportunities from their prior employers, including unvested equity awards and annual cash incentive opportunities for 2024. In collaboration with its independent compensation consultant, the Committee assessed the value of these forfeited incentives and designed sign-on awards that reflected the forfeited value, structure and vesting schedule of those awards to induce both executives to accept Coherent’s job offers. The performance goals with respect to Ms. Luther’s and Mr. Beard’s inducement PSUs were aligned with the fiscal year 2025 PSUs granted to other executive officers in 2024. The amounts reflected in the tables below represent the amounts approved and intended by the Committee, which differ from the grant date fair value reflected in the summary compensation table. The grant date fair value reflected in the summary compensation table is based on the thirty-day trailing average closing price for the RSUs and a Monte Carlo simulation calculated in accordance with FASB ASC Topic 718 for PSUs. The actual value received by Ms. Luther and Mr. Beard will be determined at the end of the vesting and performance periods.

  38. FISCAL 2025 LEADERSHIP TRANSITIONS

    | NEO Hired in Fiscal 2025 | Inducement Award Total Target Value | Inducement Award Structure | | Sherri Luther Chief Financial Officer and Treasurer | $17,400,000 | • $3,500,000 representing the value of Fiscal Year 2025 annual equity incentives • $13,900,000, largely equivalent to incentives forfeited at Ms. Luther’s prior employer Ms. Luther’s inducement award is structured as follows: • PSUs (60% of total award value): - valued at $10.44M, 3-year cliff vesting is tied to relative TSR performance • RSUs (40% of award value): - $1.40M, 3-year ratable vest term; and - $5.56M, 2-year annual ratable vest term Ms. Luther’s inducement award vesting periods are designed to approximate the time periods over which she would have earned or vested awards she forfeited when resigning from her former employer, with a greater emphasis on performance-based and long-term vesting requirements to foster a greater alignment with shareholder interests. Ms. Luther also received a cash sign-on bonus in the amount of $500,000, which is subject to repayment if Ms. Luther’s employment with the Company terminates before the second anniversary of the start date either by her voluntary resignation other than for “good reason” or by the Company for “cause.” | | Rob Beard Chief Legal and Global Affairs Officer, and Secretary | $9,250,000 | • $3,250,000 representing the value of Fiscal Year 2025 annual equity incentives; and • $6,000,000 largely equivalent to incentives forfeited at the prior employer. Mr. Beard’s inducement award is structured as follows: • PSUs (60% of total award value): - valued at $5.5M, 3-year cliff vesting is tied to relative TSR performance • RSUs (40% of total award value): - $3.7M, 3-year annual ratable vest term Mr. Beard’s inducement award vesting periods are designed to approximate the time periods over which he would have earned or vested awards he forfeited when resigning from his former employer, with a greater emphasis on performance-based and long-term vesting requirements to foster a greater alignment with shareholder interests. |

  39. SHAREHOLDER FEEDBACK

    SHAREHOLDER FEEDBACK During these initial discussions, shareholders expressed appreciation for the seamless CEO transition, which resulted in the appointment of a CEO of Mr. Anderson’s caliber and immediate acceleration of value creation. However, many shareholders cited the value of the cash severance provided to our former CEO upon the transition, which exceeded three times base salary and bonus, as the key reason why they were voting against our 2024 executive compensation proposal. Based on this initial feedback and its effort to develop responsiveness actions that directly address shareholder concerns, the Committee approved a commitment to cap any future cash severance to our executives at no greater than 3x base salary and target cash bonus, which is consistent with our shareholders’ expectations and leading governance practices.

  40. SHAREHOLDER FEEDBACK

    SHAREHOLDER FEEDBACK Feedback from shareholders who met with us continued to focus on the value of the cash severance payment relative to salary and target bonus, with shareholders who voted against our executive compensation proposal reaffirming that it was the key driver behind their voting considerations. Shareholders viewed positively and expressed support for the Committee’s commitment to cap future cash severance payments at no greater than three times base salary and target cash incentive and confirmed that this responsiveness action was sufficient to address their concerns. Some shareholders focused on the effectiveness of the Board’s CEO succession planning and requested a greater level of transparency around how the Board oversees this process. All shareholders who engaged with us viewed favorably our compensation philosophy and structure of our annual compensation program. However, several shareholders expressed concern about the lack of disclosure regarding the actual TSR performance results used to determine payouts under the long-term equity performance program. In response, we addressed this feedback through the enhanced disclosure in this year’s proxy statement as further described below. The table below summarizes these feedback themes and the details of the Board’s and the Compensation and Human Capital Committee’s responsive actions.

  41. SHAREHOLDER FEEDBACK

    | WHAT WE HEARD – KEY THEMES | WHAT WE DID | | Magnitude of the former CEO’s cash severance, which exceeded 3x base salary and target bonus | • The Compensation and Human Capital Committee commits to cap all go-forward cash severance payments provided to executives to no more than 3x base salary plus target bonus. | | Lack of disclosure of the achieved relative TSR results under our long-term incentive program | • We disclosed the achieved three-year total shareholder return level achievement associated with the 2023 PSUs, which vested at the end of fiscal 2025. Please see Page 55. | | Board oversight of executive succession planning | • The Board maintains an active and robust CEO and executive-level succession planning process. • In response to our shareholder feedback, this year’s proxy reflects an expanded disclosure regarding our Board’s oversight process of the CEO and executive succession planning. |

  42. FISCAL YEAR 2025 TARGET PAY MIX

    | Element | Description | Additional Detail | | Base Salary | Fixed cash compensation. Determined based on each executive officer’s role, individual skills, experience, performance, and external market value. | Base salaries are intended to provide stable compensation to executive officers, enabling Coherent to attract and retain skilled executive talent and maintain a stable leadership team. | | Short-Term Incentives: Annual Cash Incentive Opportunities | Variable cash compensation based on the level of achievement of pre-determined annual corporate goals. Primary executive officer program: Goals Results Incentive Program (“GRIP”) (significantly larger proportion of total opportunity for NEOs) Broad program in which both executive and eligible non-executive employees participate: Bonus Incentive Program (“BIP”) (significantly smaller proportion of total opportunity for NEOs) Cash incentive payouts range from zero for below-threshold performance and are capped at a maximum of 200% of each NEO’s target opportunity. To earn any credit toward a payout, performance against the corporate objectives must exceed a threshold performance level. | Annual cash incentive opportunities are designed to ensure that executive officers are motivated to achieve Coherent’s annual goals; with payout levels determined based on actual financial results. | | Long-Term Incentives: Annual Equity-Based Compensation | Variable equity-based compensation. PSUs: Performance share units with three-year cliff vesting. For fiscal year 2025 grants, the vesting is tied to relative TSR performance. RSUs: Restricted stock units with three-year ratable annual vesting tied to continued service through each annual vesting date. | Designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers. |

  43. ANNUAL CASH INCENTIVE PROGRAMS

    ANNUAL CASH INCENTIVE PROGRAMS The annual incentive programs for executive officers are cash-based plans that reward our NEOs for the achievement of key short-term objectives. The structure of the annual cash programs incentivize NEOs to achieve annual financial results that the Committee views as critical to the execution of our business strategy, with the intent ultimately of increasing shareholder value. In the Committee’s view, the most senior executive officers have the greatest responsibility for the performance of the Company, and consequently, the annual incentive programs for such executive officers utilize only pre-established objective Company performance measures, with no individual discretionary component. For fiscal year 2025 the Committee approved two annual cash incentive programs, a primary executive officer program that accounts for the substantial majority of the opportunity (the Goals Results Incentive Program, or GRIP), and a second, smaller program that applies to a broader set of employees of the Company (the Bonus Incentive Program, or BIP). The bulk of the target opportunity is allocated to the primary executive officer program, the GRIP, with 8% of the target opportunity allocated to the broader program, the BIP. Beginning in fiscal year 2026, the Company is moving to a single consolidated cash incentive program, the Employee Incentive Program (“EIP”) to simplify the annual cash incentive program.

  44. TARGET OPPORTUNITIES

    | NEO | Fiscal Year 2024 Target Cash Incentive Opportunity (%) | Fiscal Year 2025 Target Cash Incentive Opportunity (%) | | Jim Anderson1 | NA | 150% | | Sherri Luther1 | NA | 85% | | Rob Beard1 | NA | 85% | | Julie Eng | 75% | 85% | | Giovanni Barbarossa | 85% | 85% | | Richard Martucci | 55% | 55% |

  45. GOALS RESULTS INCENTIVE PROGRAM (GRIP)

    GOALS RESULTS INCENTIVE PROGRAM (GRIP) The Committee believes that certain financial measures are key performance indicators of the present and future prospects of our business and key drivers of shareholder value, and selected the following two financial measures, equally weighted at 50% of the total GRIP opportunity, for use in this primary executive officer annual cash incentive program: • Revenue (50%): The Committee selected Revenue as a measure as it focuses management on the critical strategic priority of generating top line growth, and is a leading indicator of corporate performance and value creation. • Adjusted EBITDA (50%): The Committee selected this metric in order to focus executive officers on the critical strategic priority of improving operating profitability. In addition, it is an important measurement of the Company’s liquidity and leverage ratio, which are key to our debt repayment strategy. The Committee believes these metrics provide a clear line of sight into how achieving operating goals drives Coherent performance and long-term shareholder value. For the purposes of the GRIP incentive, revenue is defined as the amount reported in our audited financial statements. EBITDA is defined as earnings before interest expense, interest income, income taxes, depreciation and amortization. Adjusted EBITDA excludes non-GAAP adjustments for share-based compensation, certain restructuring, integration, and transaction expenses, and the impact of foreign currency exchange gains and losses. Restructuring charges include severance, non-cash impairment charges for production assets and improvements on leased facilities, and other costs related to the restructuring plans. Integration, site consolidation and other costs include retention and severance payments, expenses not included in restructuring charges related to site closures as well as other integration costs related to the acquisition of Coherent, Inc. Start-up costs in operating expenses were related to the start-up of new devices for new customer applications. For more information on the non-GAAP measures we use for our compensation performance metrics and how such non-GAAP measures are calculated, please see the earnings press release furnished with our Current Report on Form 8-K filed with the SEC on August 13, 2025. For a reconciliation of these non-GAAP measures to their most directly comparable financial measures calculated and presented in accordance with GAAP, please see the Appendix hereto. Adjusted EBITDA is an adjusted non-GAAP financial measurement that is considered by management to be useful in measuring the profitability between companies within the industry by reflecting operating results of the Company excluding non-operating factors. There are limitations associated with the use of non-GAAP financial measures, including that such measures may not be entirely comparable to similarly titled measures used by other companies, due to potential differences among calculation methodologies. Thus, there can be no assurance whether (i) items excluded from the non-GAAP financial measures will occur in the future or (ii) there will be cash costs associated with items excluded from the non-GAAP financial measures. The Company compensates for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by providing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures. Investors should consider adjusted measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.

  46. THRESHOLD, TARGET AND MAXIMUM PERFORMANCE LEVELS

    THRESHOLD, TARGET AND MAXIMUM PERFORMANCE LEVELS The Committee set the fiscal year 2025 threshold, target and maximum performance levels for the performance metrics. The Committee developed the performance metric targets in conjunction with our fiscal year 2025 business plan. In setting these goals, the Committee took into account various factors, including forecasted growth levels for the global economy, for the geographic areas where the Company operates and for our product markets. These goals were rigorous, requiring strong performance and accounted for relevant opportunities and risks. After setting the targets, the Committee also set the threshold and maximum performance levels for Revenue and Adjusted EBITDA metrics, with the threshold level set at 75% and the maximum level of performance at 115% of target, a level that presented a significant challenge requiring exceptionally strong performance.

  47. PAYOUT LEVELS

    PAYOUT LEVELS Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. The Committee defined payout curves for the Revenue metric and the Adjusted EBITDA metric which set out the amount to be paid depending on actual performance. A failure to reach the threshold level on either metric would result in a zero payout. Achievement above the maximum level is capped at the maximum payout of 200% of target.

  48. FISCAL YEAR 2025 ACHIEVEMENT

    | Performance Metric | Relative Weighting (%) | Threshold 75% of target payout ($ million) | Target 100% of target payout ($ million) | Maximum 200% of target payout ($ million) | Actual Achievement ($ million) | Weighted Payout (%) | | Revenue | 50 | 4,036.5 | 5,382.0 | 6,189.3 | 5,810.1 | 170% | | Adjusted EBITDA | 50 | 897.7 | 1,196.9 | 1,376.4 | 1,350.4 | 170% | | Total Weighted Payout | | | | | | 170% |

  49. PAYOUT DETERMINATION

    PAYOUT DETERMINATION In the first quarter of fiscal year 2026, the Committee certified achieved performance levels relative to the targets to determine the respective payout levels. The total payout under the GRIP annual cash incentive program for each NEO for fiscal year 2025 is reflected in the table below.

  50. PAYOUT DETERMINATION

    | NEO | Fiscal Year 2025 Base Salary ($) | Fiscal Year 2025 GRIP Target Cash Incentive Opportunity (as a % of Base Salary) (%) | Target Incentive ($) | Performance Attainment (%) | Total Fiscal Year 2025 GRIP Cash Incentive Payout Amount ($) | | Jim Anderson | $1,060,000 | 142 | $1,505,200 | 170 | $2,558,840 | | Sherri Luther | $625,000 | 77 | $481,250 | 170 | $818,125 | | Rob Beard | $660,000 | 77 | $508,200 | 170 | $863,940 | | Julie Eng | $501,540 | 77 | $386,186 | 170 | $656,516 | | Giovanni Barbarossa | $660,400 | 77 | $508,508 | 170 | $864,464 | | Richard Martucci | $340,108 | 47 | $159,851 | 170 | $254,082 |

  51. BROAD-BASED EMPLOYEE BONUS PROGRAM (BIP)

    BROAD-BASED EMPLOYEE BONUS PROGRAM (BIP) As discussed above, through fiscal year 2025 the Company maintained a second annual cash incentive program, the Bonus Incentive Program, or BIP. Most of Coherent’s full-time employees, including NEOs, are eligible to participate in this program, which we believe incentivizes and aligns the interests of the broader employee base with that of our shareholders. For the NEOs, of the total annual cash incentive opportunity described above, 8% is allocated to the BIP. In part due to the broader participation of employees, the BIP utilizes quarterly payouts and quarterly cumulative year to date measurement periods, with a true up after year end. The Committee believes that Adjusted EBITDA is a key performance indicator of the present and future prospects of our business and, as such, serves as the sole metric in the BIP. The Committee also believes this metric focuses the NEOs on the critical strategic priority of improving operating profitability. In addition, it is an important measurement of the Company’s liquidity and leverage ratio, which are key parts of our debt repayment strategy. The total annual cash incentive opportunity of the NEOs (e.g. the percentage of base salary) is spread across the GRIP and the BIP, with the majority being allocated to the GRIP and 8% being allocated to the BIP (e.g., 47% plus 8% equal to the total of, for example, 55%). The Committee views the annual cash incentive opportunity as a whole, including the allocation to the performance metrics across both programs as there is no overlap. The Committee set the fiscal year 2025 threshold target and maximum performance hurdles and payout levels for Adjusted EBITDA to be consistent with Adjusted EBITDA performance hurdles under the GRIP incentive. For the first three quarters of the year, if performance achievement translates into a payout, the Company pays 75% of the corresponding attainment based on the year-to-date actual performance as a percentage of the year-to-date budget amount. After the fourth quarter, the Committee determines the total full year achievement and full year payout. For the full fiscal year 2025 Adjusted EBITDA was $1,350.4 million, which represents 112.8% of the target, and was the payout percentage applicable to the target opportunity of 8% of base salary under the BIP. The table below reflects total payouts under the BIP annual cash incentive program for each NEO for fiscal year 2025.

  52. BROAD-BASED EMPLOYEE BONUS PROGRAM (BIP)

    | NEO | Fiscal Year 2025 Base Salary ($) | Fiscal Year 2025 BIP Target Cash Incentive Opportunity (as a % of Base Salary) (%) | Target Incentive ($) | Performance Attainment (%) | Total Fiscal Year 2025 BIP Cash Incentive Payout Amount ($) | | Jim Anderson | $1,060,000 | 8 | $84,800 | 112.8% | $95,718 | | Sherri Luther | $625,000 | 8 | $50,000 | 112.8% | $56,438 | | Rob Beard | $660,000 | 8 | $52,800 | 112.8% | $59,598 | | Julie Eng | $501,540 | 8 | $40,123 | 112.8% | $45,289 | | Giovanni Barbarossa | $660,400 | 8 | $52,832 | 112.8% | $59,634 | | Richard Martucci | $340,108 | 8 | $27,209 | 112.8% | $28,696 |

  53. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES The third and largest component of the Coherent executive compensation program is long-term equity incentives. Long-term equity incentive awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term shareholder value. The Committee designed the long-term incentive opportunity to motivate and reward Coherent’s executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of Coherent’s shareholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed over the required term, and they foster an ownership culture among Coherent’s executive officers by making them shareholders with a personal stake in the value they create.

  54. EQUITY VEHICLES AND MIX: PSUS AND RSUS

    EQUITY VEHICLES AND MIX: PSUS AND RSUS The mix of long-term incentives granted to the NEOs in fiscal year 2025 is shown below:

  55. EQUITY VEHICLES AND MIX: PSUS AND RSUS

    | Equity Vehicle | Fiscal Year 2025 Allocation | Vesting Period | How Value is Delivered | Rationale for Use | | PSUs | 60% | 3-year cliff | Fiscal Year 2025-2027 Relative TSR (100%) measured against S&P Composite 1500 – Electronic Equipment Instruments & Components Index | • TSR ties executive officer compensation to shareholder value creation • Use of relative TSR incentivizes outperformance relative to the industry index | | RSUs | 40% | 3-year ratable annual vesting | Value of stock | • Aligns with shareholders • Promotes retention |

  56. EQUITY VEHICLES AND MIX: PSUS AND RSUS

    The Committee structured the mix of equity vehicles and the relative weight assigned to each type of award for the following reasons: 1) to motivate relative stock price outperformance over the long term through the PSUs, and 2) to ensure some amount of value delivery through the RSUs, which are complementary because they have upside potential but deliver some value even during periods of stock price underperformance, while also reinforcing an ownership culture and commitment to Coherent.

  57. LONG TERM INCENTIVE OPPORTUNITIES

    LONG TERM INCENTIVE OPPORTUNITIES The Committee established long-term incentive opportunities for Mr. Anderson, Ms. Luther and Mr. Beard in conjunction with the commencement of their employment. The Committee established long-term incentives for the other NEOs in August 2024. In setting long-term incentive opportunities, the Committee considering the following: • the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the peer group companies; • individual performance and criticality of, and expected future contributions of the NEO; • time in role, skills and experience; and retention considerations.

  58. FISCAL YEAR 2025 GRANTS OF PSUS AND RSUS

    FISCAL YEAR 2025 GRANTS OF PSUS AND RSUS As described above, the Committee established the mix of equity vehicles for fiscal year 2025 as 60% PSUs / 40% RSUs for Mr. Anderson and the other NEOs. Mr. Anderson did not receive any additional long-term incentive awards in August 2024 as those were included in his initial grant at the time he was hired by the Company. To determine the target number of PSUs and RSUs, the approved target value for the long-term incentive opportunities as approved by the Committee is divided by the closing stock price on the grant date. The resulting number of shares is then allocated between PSUs and RSUs based on the approved award mix. The PSUs issued in fiscal year 2025 had a three-year performance period, beginning July 1, 2024 and ending June 30, 2027. The Committee approved relative Total Shareholder Return (TSR) as the performance metric for the fiscal year 2025-27 performance period, which measures Coherent’s TSR relative to companies in the S&P Composite 1500 — Electronic Equipment, Instruments & Components Index. • By comparing Coherent’s performance to that of similar companies facing comparable conditions, the metric is designed to reward NEOs for delivering shareholder returns that equal or exceed industry peers. The Committee determined to use percentile rank as it aligns with the prevailing practice among our peer group and incentivizes successful execution of strategic initiatives to achieve relative outperformance. • The Committee selected the S&P Composite 1500 — Electronic Equipment, Instruments & Components Index as the relevant index because it comprises a large set of comparable companies that are similar in size to Coherent. The actual number of PSUs earned will be determined based on Coherent’s percentile rank relative to the TSRs of the companies in the index, as outlined in the table below.

  59. FISCAL YEAR 2025 GRANTS OF PSUS AND RSUS

    | Performance Level | TSR Percent Rank | Earned Percentage | | Below Threshold | Below 25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile and above | 200% |

  60. FISCAL YEAR 2025 GRANTS OF PSUS AND RSUS

    Linear interpolation will be used to determine payout levels if the actual performance falls between threshold and target performance levels and target and maximum. To achieve a threshold payout, TSR must rank at or above the 25th percentile. The number of PSUs earned is capped at 100% of target if Coherent’s absolute TSR is negative, regardless of relative performance. The Committee views the use of the TSR metric as appropriate, as it directly links executive compensation to shareholder value creation and aligns the interests of executive officers with those of Coherent and its shareholders. It also ensures that PSUs are more closely tied to performance across varying economic cycles. The PSUs cliff vest at the end of the three-year performance period, without interim vesting opportunities. The RSUs vest ratably over a three-year period in equal annual installments.

  61. FISCAL YEAR 2025 GRANTS

    | NEO | Target Value4 ($) | PSUs ($) | PSUs (#) | RSUs ($) | RSUs (#) | | Jim Anderson1 | — | — | — | — | — | | Sherri Luther2 | $17,400,000 | $10,440,000 | 118,583 | $6,960,000 | 79,056 | | Rob Beard2 | $9,250,000 | $5,500,000 | 58,631 | $3,700,000 | 39,088 | | Julie Eng3 | $3,500,000 | $1,500,000 | 19,301 | $2,000,000 3 | 26,167 | | Giovanni Barbarossa | $2,600,000 | $1,560,000 | 20,073 | $1,040,000 | 13,382 | | Richard Martucci3 | $3,250,000 | $1,500,000 | 19,301 | $1,750,0003 | 20,514 |

  62. FISCAL YEAR 2025 GRANTS

    1. Mr. Anderson’s fiscal year 2025 long-term incentive awards were included in his initial grant at the time he was hired by the Company in June 2024. 2. Ms. Luther and Mr. Beard did not begin employment with the Company until October 2024. Please see “Leadership Transitions” above for more detail on Ms. Luther and Mr. Beard’s inducement awards. 3. Includes retention grants of $1,000,000 for Dr. Eng and $750,000 for Mr. Martucci respectively as further described below. 4. Represenst the amounts approved and intended by the Committee, which differ from the grant date fair value reflected in the summary compensation table. The grant date fair value reflected in the summary compensation table is based on the thirty-day trailing average closing price for RSUs and a Monte Carlo simulation calculated in accordance with FASB ASC Topic 718 for PSUs. To support continuity of the executive leadership team amid significant changes during fiscal year 2025, the Committee approved retention awards to Dr. Eng and Mr. Martucci of $1.0 million and $500,000 respectively. The Committee evaluated a range of retention focused incentives and determined that a three-year RSU grant was the most effective retention award. The retention awards made to Dr. Eng and Mr. Martucci vest ratably over the three-year period beginning on the grant date. Mr. Martucci left the Company prior to the first vest date and did not receive any shares pursuant to this award.

  63. FISCAL YEAR 2023-2025 PSUs

    FISCAL YEAR 2023-2025 PSUs In fiscal year 2023, the Committee granted PSUs with performance-based vesting requirements for the three-year performance period of fiscal years 2023-2025 based on cumulative Relative TSR. The comparator group was the S&P Composite 1500 — Electronic Equipment, Instruments & Components (Industry). The fiscal year 2023 PSUs were to be earned based on a single metric, Relative TSR — our total shareholder return relative to returns on the S&P Composite 1500 — Electronic Equipment, Instruments & Components (Industry) as described in the following table.

  64. FISCAL YEAR 2023-2025 PSUs

    | Cumulative rTSR | Payout vs. Target | | Below the S&P Composite 1500 – Electronic Equipment, Instruments & Components 50th percentile by more than 40% | 0% | | Between 0 and 40% below the S&P Composite 1500 – Electronic Equipment, Instruments & Components 50th percentile | 50.00% to 99.99% | | Equal to the S&P Composite 1500 – Electronic Equipment, Instruments & Components 50th percentile | 100% | | Between 0 and 40% above the S&P Composite 1500 – Electronic Equipment, Instruments & Components 50th percentile | 100.01% to 199.99%1 | | More than 40% above the S&P Composite 1500 – Electronic Equipment, Instruments & Components 50th percentile | 200%1 |

  65. FISCAL YEAR 2023-2025 PSUs

    If there is a negative cumulative rTSR for the performance period, and cumulative rTSR is above Market 50th Percentile, the percentage of the Target Award earned will be capped at 100.00%. Based on the three-year performance period ending with fiscal year 2025, Coherent’s TSR was 43.73%, which ranked at the fifty-third percentile relative to the comparison index. In accordance with the payout scale described above, the Committee reviewed and certified that the PSUs for the fiscal 2023-2025 performance period were earned at 108% of target. The Committee then applied this payout percentage to the target number of PSUs originally granted to determine the numbers of PSUs earned, which were as follows:

  66. FISCAL YEAR 2023-2025 PSUs

    | NEO1 | Fiscal PSUs Granted (#) | Total PSUs Earned (#) | | Julie Eng | 4,048 | 4,371 | | Giovanni Barbarossa | 16,959 | 18,315 | | Richard Martucci | 1,157 | 1,249 |

  67. FISCAL YEAR 2023-2025 PSUs

    Mr. Anderson, Ms. Luther, and Mr. Beard joined the Company in 2024 and did not participate in the 2023-2025 PSUs.

  68. What We Do

    | Pay for Performance | The majority of total compensation opportunity for our NEOs is variable and at-risk. | | Balance Short- and Long-Term Compensation | The allocation of incentives among the annual incentive programs and the long-term incentive plan does not over-emphasize short-term performance at the expense of achieving long-term goals. | | Combination of Balanced Performance Metrics | We use a diverse set of financial performance metrics in our annual incentive programs for executive officers. | | Independent Compensation Consultant | Our Committee has engaged an independent compensation consultant to provide information and advice for use in designing our executive compensation program. | | Peer Data | We develop a peer group of companies based on industry, revenue, and market capitalization to reference for compensation decisions. | | Cap Bonus Payouts; Fixed Equity Grants | Our annual incentive programs have an upper limit on the amount of cash that may be earned. The maximum number of PSUs that may be earned is fixed at the time of grant. | | Double Trigger Change-in-Control Provisions | If there is a change in control, outstanding equity awards that are assumed by a buyer will vest only if there is both a change-in-control and an involuntary termination of employment (a “double trigger”). | | Stock Ownership Guidelines | Our executive officers and directors are required to maintain certain levels of stock ownership. | | Annual Say-on-Pay Vote | We conduct an annual advisory say-on-pay vote on our NEO compensation. | | Shareholder Engagement | We are committed to ongoing engagement with our shareholders regarding matters such as executive compensation, corporate governance, and sustainability priorities. | | Compensation Risk Assessment | We conduct a compensation risk assessment to ensure that our compensation programs do not present any risks that are reasonably likely to have a material adverse effect on the Company. | | Clawback Policy | We maintain a clawback policy designed to recoup incentive compensation paid to executive officers based on erroneously prepared financial statements. |

  69. What We Don’t Do

    | No Repricing of Underwater Stock Options | Our equity plan does not permit the repricing of stock options where the strike price exceeds the then-current fair market value without shareholder approval. | | No Hedging or Pledging of Company Securities | We prohibit executive officers and non-employee directors from engaging in hedging, pledging or short sale transactions in Company securities. | | No Dividends on Unearned Awards | Under our equity plan, we do not pay dividends or dividend equivalents on shares that a participant has not yet earned or that have not vested. | | Limited Perquisites | We do not provide excessive perks or personal benefits to executive officers. | | No Excise Tax Gross-Ups | We do not provide excise tax gross-ups on severance pay to executive officers. | | No Guaranteed Bonuses | We do not provide guaranteed performance bonuses to our executive officers in our regular annual program. | | No Backdating or Discounting Stock Options | We do not backdate stock options or provide discounted stock options. |

  70. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT The Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities. The Committee has the power to retain an independent compensation consultant to assist in the performance of its duties and responsibilities. The Committee historically retained the services of Aon plc as its independent compensation consultant. In June 2025, the Committee retained Compensia, Inc. (“Compensia”) as its new independent compensation consultant to provide the Committee with a fresh perspective as it worked to evaluate Coherent’s executive compensation program and develop responsiveness actions following the 2024 advisory executive compensation vote outcome. Both Aon and Compensia reported directly to the Committee, and the Committee had the sole authority to retain, terminate and obtain the advice of independent advisors at Coherent’s expense. Representatives of Aon and Compensia, as applicable, met informally with the Chair of the Committee and formally with the full Committee during its regularly scheduled meetings, including in executive session without management present from time to time. In fiscal 2025, the Committee worked with Aon to develop a compensation peer group, provide a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, report on share utilization, assess compensation risk, and review other market practices and trends and regulatory developments. While the Committee took into consideration the review and recommendations of Aon when making decisions about the executive compensation program, ultimately, the Committee made its own independent decisions about compensation matters. The Committee assessed the independence of Aon and Compensia pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors set forth by the SEC and the NYSE with respect to a compensation consultant’s independence, including the fact that neither consultant provided other services to the Company. The Committee also considered the nature and amount of work performed for the Committee and the fees paid for those services in relation to each firm’s total revenues. Based on its consideration of the foregoing and other relevant factors, the Committee concluded that there were no conflicts of interest, and that each of Aon and Compensia is independent.

  71. EXECUTIVE COMPENSATION COMPETITIVE MARKET INFORMATION

    EXECUTIVE COMPENSATION COMPETITIVE MARKET INFORMATION Each year, the Committee reassesses the group of peer companies used as a reference point for evaluating executive compensation to ensure its continued appropriateness. In making determinations about executive compensation, the Committee believes that obtaining relevant market data is important, because it serves as a reference point for making decisions and provides very helpful context. When making decisions about the structure and component mix of the executive compensation program, the Committee considers the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies, as derived from public filings and other sources. The Committee, with the assistance of Aon, its independent compensation consultant at the time, developed a peer group in the second half of fiscal year 2024. The criteria used to determine the peer group generally included: companies in the electronic components sector; revenue in the range of approximately 1/3 to 3 times Coherent’s revenue; and market capitalization in the range of 1/3 to 3 times Coherent’s market capitalization. Based on these criteria and considerations, the peer group selected for decisions relating to fiscal year 2025 executive compensation, as approved by the Committee, consisted of the following 23 companies, which were the same as the peer group used in the prior year:

  72. Fiscal Year 2025 Peer Group

    Fiscal Year 2025 Peer Group

  73. Fiscal Year 2025 Peer Group

    | AMETEK, Inc. (AME) | Keysight Technologies, Inc. (KEYS) | Rockwell Automation, Inc. (ROK) | | Arista Networks, Inc. (ANET) | KLA Corporation (KLAC) | Skyworks Solutions, Inc. (SWKS) | | Ciena Corporation (CIEN) | L3Harris Technologies, Inc. (LHX) | Teledyne Technologies (TDY) | | Corning Incorporated (GLW) | Littelfuse (LFUS) | Teredyne (TER) | | Eaton Corporation plc (ETN) | Lumentum Holdings, Inc. (LITE) | Trimble Inc. (TRMB) | | Entegris, Inc. (ENTG) | MKS Instruments, Inc. (MKSI) | Wolfspeed, Inc. (WOLF) | | Illinois Tool Works Inc. (ITW) | ON Semiconductor Corporation (ON) | Zebra Technologies Corporation (ZBRA) | | IPG Photonics Corporation (IPGP) | Qorvo, Inc. (QRVO) | |

  74. Fiscal Year 2025 Peer Group

    Based on the financial data as of June 30, 2024 used to review the peer group, Coherent’s revenue ranked at the 56th percentile relative to the peer group. The Committee believes that the peer group’s compensation practices provide appropriate compensation reference points for determining the fiscal year 2025 compensation for Coherent’ s NEOs. Consistent with best practices for corporate governance, the Committee intends to review the peer group annually.

  75. V. ADDITIONAL COMPENSATION POLICIES AND PRACTICES

    V. ADDITIONAL COMPENSATION POLICIES AND PRACTICES We generally provide our NEOs the same benefits we provide to all employees, including certain health and welfare benefits and a 401(k) retirement savings plan. In addition, we provide our NEOs with certain additional benefits intended to be competitive with the practices of companies in our peer group. 401(k) Plan. The Company maintains the Coherent Corp. 401(k) Profit Sharing Plan (the “401(k) Plan”), which covers substantially all U.S. employees of the Company, including the NEOs. The 401(k) Plan is a voluntary contributory plan under which employees may elect to defer compensation. The Company makes matching contributions up to 4% of the employee’s individual earnings, subject to limitations under federal tax rules. Additionally, the Company may make discretionary profit-sharing contributions for employees under the 401(k) Plan, and the Company made such contributions to certain employees for the most recent fiscal year. Company contributions to NEO accounts under the 401(k) Plan are set forth in the “All Other Compensation” column of the Summary Compensation Table. Deferred Compensation. The Coherent Corp. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) is designed to allow executive officers and certain other employees of the Company to defer receipt of compensation for retirement or other qualified purposes. The Deferred Compensation Plan provides the NEOs the opportunity to defer compensation when they are not able to take full advantage of the 401(k) Plan because of tax rules limiting contributions. In addition, the Company makes matching contributions under the Deferred Compensation Plan to make up for the limitations on matching contributions under the 401(k) Plan that are imposed by tax rules. For a description of the Deferred Compensation Plan and more information regarding the amounts deferred under the Deferred Compensation Plan, see the “Nonqualified Deferred Compensation Table” and accompanying narrative. Severance and Change in Control. To enable us to offer competitive total compensation packages to our senior leaders, including our executive officers, as well as to promote their ongoing retention when considering potential transactions that may create uncertainty as to their future employment with us, we offer certain post-employment payments and benefits to such employees, including the NEOs, upon the occurrence of specified events, including upon involuntary termination and upon certain terminations in connection with a change in control of the Company. Executive Severance Plan. The Executive Severance Plan provides severance benefits upon a qualifying termination of employment to selected employees of the Company. The Executive Severance Plan also contains certain non-duplication provisions such that the severance payments and benefits under the Executive Severance Plan are offset or reduced by any severance payments and benefits that otherwise would be received by an executive under the terms of any other agreement, policy, or plan maintained by the Company that provides for severance benefits. Existing equity awards generally vest on an accelerated basis in the event of death, disability, or retirement. If any such equity awards were performance-based awards, the proportion of such awards that vest is generally pro rata based on the months employed during the relevant performance period. For grants made in August 2024 and thereafter, such awards will vest on an accelerated basis only in the event of death or disability, and otherwise will be forfeited. A summary description of the Executive Severance Plan is included in the “Potential Payments upon Change in Control and Employment Termination” section of this Proxy Statement. Change in Control. The Committee believes that the long-term interests of Coherent shareholders are best served by providing reasonable income protection for senior leaders, including our NEOs, to address potential change in control situations in which they may otherwise be distracted by their potential loss of employment in the event of a successful transaction. These are “double trigger” arrangements — i.e., severance benefits under these arrangements are only triggered by a qualifying event that also resulted in the executive’s termination of employment under certain specified circumstances within six months before or two years following the event. In case of a change in control of the Company, if an award is assumed by the new company, and if the participant’s employment is involuntarily terminated, without cause or with good reason, within six months before or two years of the change in control, then the award will vest in full, with performance-based awards vesting at the greater of target or actual performance. The Company does not provide tax gross-ups on any excise taxes that may be triggered by change in control payments. For additional information on payments on termination of employment or change in control, please refer to the “Potential Payments upon Change in Control and Employment Termination” section of this Proxy Statement. Employment Agreements. Mr. Anderson has an offer letter that provides for severance benefits. A summary description of Mr. Anderson’s severance benefits is included in the “Potential Payments upon Change in Control and Employment Termination” section of this proxy statement. Health and Welfare Benefits. Coherent offers broad-based medical, dental, vision, life, and disability plans to all employees. Perquisites and Other Personal Benefits. The Company provides limited perquisites or personal benefits to its NEOs. The perquisites and personal benefits summarized above were provided because Coherent believed that they supported executive officers, served a necessary business purpose, and the related amounts of compensation were not material to the overall executive compensation program. The costs of these items are reported in the Summary Compensation Table. Employee Stock Purchase Plan. Pursuant to our employee stock purchase plan, our employees, including each of our NEOs, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The purpose of the employee stock purchase plan is to encourage our employees, including our named executive officers, to become our shareholders and better align their interests with those of our other shareholders.

  76. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS Grants of equity awards to our executive officers are generally determined and approved at our pre-scheduled quarterly Compensation and Human Capital Committee meetings whenever practicable, and the awards are granted in accordance with our equity grant policies and processes. In addition, the Committee approves the annual equity refresh grants, including performance-based awards, in the first quarter of each year. However, the Committee may otherwise approve the grant of equity awards outside of a pre-scheduled meeting in connection with a new hire, promotion, and other circumstances where our Committee deems it appropriate to make such grants.

  77. FISCAL YEAR 2026 PROGRAM UPDATES

    FISCAL YEAR 2026 PROGRAM UPDATES Beginning in fiscal year 2026 we are moving to a single annual incentive program called the Employee Incentive Program (EIP). The EIP replaces the GRIP and BIP for the NEOs and the Committee believes that having one annual cash incentive program is an effective way to unite the Company to progress on key strategic achievements. The target opportunity under the EIP is the combination of the GRIP and BIP target opportunities. The EIP performance metrics for fiscal year 2026 are Revenue and Adjusted EBITDA.

  78. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation of the NEOs for the fiscal years 2025, 2024 and 2023 discussed in this proxy document. All footnote references and explanatory statements relate to fiscal year 2025, unless otherwise noted.

  79. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)1,2 | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)3 | All Other Compensation ($)4 | Total ($) | | James R. Anderson5 Chief Executive Officer and President | 2025 | 1,060,000 | — | — | 2,654,558 | 8,377 | 3,722,935 | | | 2024 | 81,538 | 100,915,375 | — | — | 500,096 | 101,497,009 | | Sherri Luther6 Chief Financial Officer and Treasurer | 2025 | 435,096 | 28,692,017 | — | 874,563 | 516,953 | 30,518,629 | | Rob Beard6 Chief Legal and Global Affairs Officer and Secretary | 2025 | 444,231 | 13,173,670 | — | 923,538 | 36,372 | 14,577,811 | | Julie Eng Chief Technology Officer | 2025 | 497,831 | 4,222,174 | — | 701,805 | 22,139 | 5,443,949 | | Giovanni Barbarossa Chief Strategy Officer | 2025 | 655,515 | 3,351,054 | — | 917,223 | 59,550 | 4,983,342 | | | 2024 | 635,000 | 2,283,441 | — | 188,388 | 58,292 | 3,165,122 | | | 2023 | 635,000 | 4,330,141 | — | 33,840 | 53,442 | 5,052,423 | | Richard Martucci7 Former Interim Chief Financial Officer and Treasurer | 2025 | 340,108 | 3,972,242 | — | 282,778 | 171,502 | 4,766,630 | | | 2024 | 485,000 | 754,083 | — | 109,538 | 25,400 | 1,374,021 |

  80. SUMMARY COMPENSATION TABLE

    1. Represents the aggregate grant date fair value of RSUs, and PSUs awarded by the Company during the fiscal years presented, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 13 to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year that ended on June 30, 2025. For RSUs, the grant date fair value was computed based on the closing price of the Common Stock on the date of grant, multiplied by the number of shares awarded. 2. The grant date fair value of the PSU awards included in this column was calculated based on the estimate of aggregate compensation expense to be recognized over the service period. For the fiscal year 2025 PSUs, which have a single rTSR metric, this was calculated based on a Monte Carlo simulation fair value as of the grant date. This amount was $115.13 per share for the awards granted to the NEOs on August 29, 2024, $172.21 per share for the award granted to Sherri Luther on October 11, 2024 and $159.06 per share for the award granted to Rob Beard on October 21, 2024. Please refer to the Compensation Disclosure and Analysis for the target value approved by the Committee. Amounts reflect the cash awards earned by our NEOs under our two annual cash incentive programs, the BIP and the GRIP, which are discussed in further detail in the “Compensation Discussion and Analysis” section of this proxy statement. Amounts reflect each of the following items listed below in (a) and (b). a. Premiums paid for life and disability insurance and the Company’s contributions under the Company’s 401(k) retirement plan, which is qualified under Section 401(a) of the Code, and the Deferred Compensation Plan, a non-qualified deferred compensation plan for certain management and certain other highly compensated employees. The Company contributions are matching contributions earned in fiscal year 2025 for the 2024 calendar year.

  81. SUMMARY COMPENSATION TABLE

    | Name | Fiscal Year | Company Matching Contribution to 401k Plan ($) | Company Discretionary Retirement Plan Contribution ($) | Company Contribution to Deferred Contribution Plan ($) | | James R. Anderson | 2025 | 7,135 | — | — | | Sherri Luther | 2025 | 14,635 | — | — | | Rob Beard | 2025 | 15,811 | — | — | | Julie Eng | 2025 | 11,789 | — | 8,027 | | Giovanni Barbarossa | 2025 | 11,773 | 30,000 | 14,213 | | Richard Martucci | 2025 | 10,772 | — | — |

  82. SUMMARY COMPENSATION TABLE

    b. For Ms. Luther, a sign-on bonus in the gross amount of $500,000. 5. Mr. Anderson was a NEO for the first time for fiscal year 2024. 6. Ms. Luther and Mr. Beard were NEOs for the first time for fiscal year 2025. Mr. Martucci was a NEO for the first time for fiscal year 2024.

  83. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2025

    GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2025 The following table sets forth each annual, non-equity cash incentive award and long-term equity-based award granted to the NEOs in fiscal year 2025.

  84. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock (#)3 | Grant Date Fair Value of Stock Awards ($)4 | | | | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | James R. Anderson | — | — | 84,800 | 169,600 | — | — | — | — | — | | | — | — | 1,505,200 | 3,010,400 | — | — | — | — | — | | Sherri Luther | — | — | 50,000 | 100,000 | — | — | — | — | — | | | — | — | 481,250 | 962,500 | — | — | — | — | — | | | 10/11/2024 | — | — | — | 59,292 | 118,583 | 237,166 | — | $20,421,178 | | | 10/11/2024 | — | — | — | — | — | — | 79,056 | $8,270,839 | | Rob Beard | — | — | 52,800 | 105,600 | — | — | — | — | — | | | — | — | 508,200 | 1,016,400 | — | — | — | — | — | | | 10/21/2024 | — | — | — | 29,316 | 58,631 | 117,262 | — | $9,325,847 | | | 10/21/2024 | — | — | — | — | — | — | 39,088 | $3,847,823 | | Julie Eng | — | — | 40,123 | 80,246 | — | — | — | — | — | | | — | — | 336,032 | 672,064 | — | — | — | — | — | | | 08/29/2024 | — | — | — | 9,651 | 19,301 | 38,602 | — | $2,222,124 | | | 08/29/2024 | — | — | — | — | — | — | 12,867 | $1,000,023 | | | 02/28/2025 | — | — | — | — | — | — | 13,300 | $1,000,027 | | Giovanni Barbarossa | — | — | 52,832 | 105,664 | — | — | — | — | — | | | — | — | 508,508 | 1,017,016 | — | — | — | — | — | | | 08/29/2024 | — | — | — | 10,037 | 20,073 | 40,146 | — | $2,311,004 | | | 08/29/2024 | — | — | — | — | — | — | 13,382 | $1,040,049 | | Richard Martucci | — | — | 29,120 | 58,240 | — | — | — | — | — | | | — | — | 171,080 | 342,160 | — | — | — | — | — | | | 08/29/2024 | — | — | — | 9,651 | 19,301 | 38,602 | — | $2,222,124 | | | 08/29/2024 | — | — | — | — | — | — | 12,867 | $1,000,023 | | | 11/28/2024 | — | — | — | — | — | — | 7,647 | $750,094 |

  85. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2025

    These columns show the range of potential payouts for awards made to our NEOs in fiscal year 2025 under our two annual cash incentive programs, the GRIP and the BIP, assuming the target or maximum goals are satisfied with respect to the applicable performance measures underlying the awards. The business measurements and performance goals underlying these awards are described in the “Compensation Discussion and Analysis” section of this proxy statement. The aggregate amounts actually paid to our NEOs under these plans for fiscal year 2025 are set forth in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” Additional details regarding the specific pay-outs under each of the plans are provided in the footnotes. These columns show the range of pay-outs of PSU awards granted to our NEOs in fiscal year 2025 under the Amended and Restated 2018 Omnibus Incentive Plan and Coherent Corp. Omnibus Incentive Plan if threshold, target or maximum goals are achieved. See “Long-Term Incentives” starting on page 52. 3. This column shows the number of shares underlying the RSU awards granted to our NEOs in fiscal year 2025 under Amended and Restated 2018 Omnibus Incentive Plan and Coherent Corp. Omnibus Incentive Plan. For all NEOs, these awards are subject to annual vesting of one-third of the award over three years. 4. This column shows the full grant date fair value of the stock awards reported in this table, which were computed in accordance with FASB ASC Topic 718. Generally, the full grant date fair value of an award is the amount the Company would expense in its financial statements over the award’s vesting period as determined at the grant date. See footnotes 1 and 2 to the Summary Compensation Table and Note 14 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for fiscal year 2024 for additional information about the assumptions used in determining the grant date fair value of RSUs and PSUs (except that any estimate of forfeitures for service-based conditions have been disregarded).

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END This table summarizes the long-term equity-based awards held by our NEOs that were outstanding as of June 30, 2025.

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable1 | Number of Securities Underlying Unexercised Options (#) Un-exercisable1 | Option Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)2 | Market Value of Shares or Units of Stock That Have Not Vested ($)3 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)4 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)3 | | James R. Anderson | — | — | — | — | 98,143 | $8,755,337 | 694,007 | $61,912,364 | | Sherri Luther | — | — | — | — | 79,056 | $7,052,586 | 118,583 | $10,578,789 | | Rob Beard | — | — | — | — | 39,088 | $3,487,040 | 58,631 | 5,230,472 | | Julie Eng | — | — | — | — | 43,430 | $3,874,390 | 31,260 | $2,788,705 | | Giovanni Barbarossa | — | — | — | — | 61,616 | $5,496,763 | 46,382 | $4,137,738 | | | 14,640 | — | $35.25 | 08/18/2027 | — | — | — | — | | | 17,760 | — | $49.90 | 08/28/2028 | — | — | — | — | | | 27,080 | — | $36.56 | 08/28/2029 | — | — | — | — | | Richard Martucci | — | — | — | — | 1,249 | $111,423 | 13,070 | $1,165,975 |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    These columns show the number of shares underlying stock options that were outstanding as of June 30, 2025. Generally, awards granted in fiscal year 2017 and later vest over a four-year period, with 25% vesting occurring on each of the first, second, third, and fourth anniversaries of the grant date. This column shows the number of restricted shares or RSUs outstanding as of June 30, 2025, and includes PSUs with a performance period ending on June 30, 2025, which are included in the column after adjustment for performance results. These awards will vest as set forth in the following table:

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Shares Vesting in Aug. 2025 | Shares Vesting in Oct. 2025 | Shares Vesting in Feb. 2026 | Shares Vesting in June 2026 | Shares Vesting in Aug. 2026 | Shares Vesting in Oct. 2026 | Shares Vesting in Feb. 2027 | Shares Vesting in June 2027 | Shares Vesting in Aug. 2027 | Shares Vesting in Oct. 2027 | Shares Vesting in Feb. 2028 | Total Unvested Shares | | James R. Anderson | — | — | — | 49,071 | — | — | — | 49,072 | — | — | — | 98,143 | | Sherri Luther | — | 36,877 | — | — | — | 36,877 | — | — | — | 5,302 | — | 79,056 | | Rob Beard | — | 13,029 | — | — | — | 13,029 | — | — | — | 13,030 | — | 39,088 | | Julie Eng | 12,309 | — | 4,433 | — | 9,161 | — | 4,433 | — | 4,289 | — | — | 39,059 | | Giovanni Barbarossa | 23,659 | — | — | — | 15,180 | — | — | — | 4,462 | — | — | 43,301 | | Richard Martucci | — | — | — | — | — | — | — | — | — | — | — | — |

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    3. These values are based on the closing market price of the Common Stock on June 30, 2025, the last trading day of our fiscal year, of $89.21 per share. 4. This column shows the number of unvested PSUs outstanding as of June 30, 2025, that were granted for fiscal years 2024 and 2025. Based on performance through the end of the last fiscal year these amounts consist of shares underlying awards assuming target performance for fiscal year 2024 PSUs and fiscal year 2025 PSUs. These awards will vest as set forth in the following table, subject to actual performance results for the applicable performance period:

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Fiscal Year 2023 PSU Shares Vesting in June 2025 | Fiscal Year 2024 PSU Shares Vesting in June 2026 | Fiscal Year 2024 PSU Shares Vesting in June 2027 | Total Unvested Shares | | James R. Anderson | — | — | 694,007 | 694,007 | | Sherri Luther | — | — | 118,583 | 118,583 | | Rob Beard | — | — | 58,631 | 58,631 | | Julie Eng | 4,048 | 11,959 | 19,301 | 35,308 | | Giovanni Barbarossa | 16,959 | 26,309 | 20,073 | 63,341 | | Richard Martucci | 1,157 | 1,811 | 11,259 | 14,227 |

  92. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2025

    OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2025 The following table provides information related to the number of shares acquired upon the vesting of restricted stock and/or RSU awards and PSU awards in fiscal year 2025 and the value realized before payment of any applicable withholding tax or broker commissions.

  93. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting ($)1 | | James R. Anderson | — | — | 49,071 | 3,767,671 | | Sherri Luther | — | — | — | — | | Rob Beard | — | — | — | — | | Julie Eng | — | — | 12,485 | 963,374 | | Giovanni Barbarossa | — | — | 54,439 | 4,066,849 | | Richard Martucci | 2,892 | 195,946 | 31,005 | 2,287,068 |

  94. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2025

    The amount in this column equals the gross number of shares or units that vested, multiplied by the closing price of our Common Stock on the applicable vesting date, and includes any amounts that were withheld for taxes.

  95. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2025

    NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2025 This table provides information regarding executive contributions to, and aggregate earnings under, the Deferred Compensation Plan for our NEOs as of and for the fiscal year ended June 30, 2025.

  96. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2025

    | Name | Executive Contributions ($) | Registrant Contributions ($)1 | Aggregate Earnings (Loss) ($)2 | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at June 30, 2025 ($)3 | | James R. Anderson | — | — | — | — | — | | Sherri Luther | — | — | — | — | — | | Rob Beard | — | — | — | — | — | | Julie Eng | — | 8,027 | 2,989 | — | 30,691 | | Giovanni Barbarossa | — | 14,213 | 12,656 | — | 105,424 | | Richard Martucci | — | — | — | — | — |

  97. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2025

    1. Amounts in this column represent certain matching contributions made under the Deferred Compensation Plan for fiscal year 2025 to make up for IRS limitations on matching contributions under the 401(k) Retirement Savings Plan for calendar year 2024. These amounts were included as fiscal year 2025 compensation under “All Other Compensation” in the Summary Compensation Table. 2. Aggregate earnings include all changes in value based on performance of deemed investments elected by the NEO under the Deferred Compensation Plan. The Deferred Compensation Plan is administered by a third party and provides for deemed investment options similar to the investment options available under the Company’s 401(k) Retirement Savings Plan, with the exception that amounts under the Deferred Compensation Plan may be invested in Common Stock. Amounts that are deferred into Common Stock must remain invested in Common Stock and must be paid out in shares of Common Stock upon a qualifying distribution event. 3. Amounts shown in this column were reported in the Summary Compensation Table for previous fiscal years, other than earnings. The Deferred Compensation Plan was established to provide retirement savings benefits for NEOs and certain other employees beyond what is available through the 401(k) Retirement Savings Plan, which is subject to IRS limitations on annual contributions and compensation. Under the Deferred Compensation Plan, eligible participants can elect to defer up to 100% of certain performance-based cash incentive compensation and certain equity awards into an account that will be credited with earnings at the same rate as one or more deemed investments chosen by the participant. The Company may make matching contributions and other Company contributions to the Deferred Compensation Plan. A participant’s right to receive benefits under the Deferred Compensation Plan is an unfunded, unsecured right, no greater than the claim of a general creditor of the Company. Any assets that the Company sets aside to pay benefits under the Deferred Compensation Plan are the property of the Company and subject to claims of the Company’s creditors in case of the Company’s insolvency. Participants are eligible to receive distributions from the Deferred Compensation Plan upon a separation from service (as defined in the Deferred Compensation Plan) and may also receive in-service distributions in certain circumstances. They may also elect to receive payments in a lump sum or in annual installments over a specified term of years.

  98. POTENTIAL PAYMENTS UPON TERMINATION AND/OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION AND/OR CHANGE IN CONTROL Each of our NEOs is eligible to receive potential benefits and/or payments upon termination of employment and/or change in control.

  99. CEO PAY RATIO

    CEO PAY RATIO Information about the relationship between the fiscal year 2025 annual total compensation of James Anderson, our CEO, and the median of the annual total compensation of our employees is provided below. The fiscal year 2025 annual total compensation of James Anderson was $3,722,935 as reported in the Summary Compensation Table and the annual total compensation of our median compensated employee, also referred to as our median employee, was $22,791, and the ratio of these amounts is 1 to 163. We took the steps below to calculate the annual total compensation of James Anderson and determine the annual total compensation of our median compensated employee. 1. To determine the annual total compensation of Mr. Anderson, we used the amount reported in the “Total” column of our fiscal year 2025 Summary Compensation Table included in this proxy statement. 2. To determine our median compensated employee, we determined that, as of June 30, 2025, our employee population consisted of approximately 29,157 individuals and excluded James Anderson. This population consisted of our full-time, part-time, and temporary employees as of the determination date. 3. To identify the “median employee” from our employee population we used base salary, as reflected in our payroll records, for fiscal year 2025. For base salary, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums, and other payroll withholding. We did not use any statistical sampling techniques. 4. To determine the annual total compensation of our median employee, we then identified and calculated the elements of that employee’s compensation for fiscal year 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $22,791. 5. For currency conversion, the prevailing rates as of June 30, 2025 were used to reflect base salary in U.S. dollars and for all other purposes. The CEO pay ratio reported above is a reasonable estimate, calculated in a manner consistent with SEC rules, based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates, and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions, and which may have a significantly different work force structure from ours, might not be comparable to our CEO pay ratio.

  100. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For information regarding the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A.

  101. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO 11 ($) | Summary Compensation Table Total for PEO 21 ($) | Compensation Actually Paid to PEO 11,2,3 ($) | Compensation Actually Paid to PEO 21,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Adjusted EBITDA5 ($ Millions) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | — | 3,722,935 | — | 34,479,371 | 12,058,072 | 10,843,278 | 188.92 | 162.71 | 30 | 1318.6 | | 2024 | 28,811,152 | 101,497,009 | 45,071,892 | 108,396,274 | 2,455,433 | 5,025,954 | 153.45 | 143.21 | (159) | 1,001.2 | | 2023 | 15,435,656 | — | 12,935,741 | — | 5,304,906 | 6,787,965 | 107.96 | 138.81 | (259) | 1,238.7 | | 2022 | 10,727,919 | — | (616,749) | — | 2,670,549 | (77,480) | 107.90 | 118.03 | 235 | 864.8 | | 2021 | 10,459,536 | — | 24,530,582 | — | 2,820,131 | 6,185,153 | 153.73 | 152.64 | 298 | 800.7 |

  102. PAY VERSUS PERFORMANCE

    1. Vincent D. Mattera, Jr. was our PEO for the years shown through June 3, 2024 (PEO 1). James R. Anderson was our PEO from June 3, 2024 through June 30, 2024 and to the present date (PEO 2). The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  103. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Mary Jane Raymond | Mary Jane Raymond | Mary Jane Raymond | Richard Martucci | Sherri Luther | | Walter R. Bashaw II | Walter R. Bashaw II | Walter R. Bashaw II | Mary Jane Raymond | Rob Beard | | Giovanni Barbarossa | Giovanni Barbarossa | Giovanni Barbarossa | Walter R. Bashaw II | Julie Eng | | Jo Anne Schwendinger | Jo Anne Schwendinger | Mark Sobey | Giovanni Barbarossa | Giovanni Barbarossa | | | Christopher Koeppen | | Ronald Basso | Richard Martucci |

  104. PAY VERSUS PERFORMANCE

    2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  105. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO 1 ($) | Exclusion of Stock Awards for PEO 1 ($) | Inclusion of Equity Values for PEO 1 ($) | Compensation Actually Paid to PEO 1 ($) | | 2025 | — | — | — | — |

  106. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2025 | 3,722,935 | — | 30,756,436 | 34,479,371 | | 2025 | 12,058,072 | (10,682,231) | 9,467,437 | 10,843,278 |

  107. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  108. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 1 ($) | Total – Inclusion of Equity Values for PEO 1 ($) | | 2025 | — | — | — | — | — | — |

  109. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Total – Inclusion of Equity Values for PEO 2 ($) | | 2025 | 0 | 30,361,905 | 0 | 394,531 | 0 | 30,756,436 |

  110. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 8,961,326 | 295,257 | 130,610 | 92,701 | (12,458) | 9,467,437 |

  111. PAY VERSUS PERFORMANCE

    4. The Peer Group TSR set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The comparison assumes $100 was invested for the period starting June 30, 2020, through the end of the listed year in the Company and in the custom group of peer companies used in our performance graph, respectively. The Company’s fiscal year peer group consists of IPG Photonics Corp., Wolfspeed Inc., Lumentum Holdings, Inc., Corning, Inc., MKS Instruments, Inc., and Honeywell International, Inc. Historical stock performance is not necessarily indicative of future stock performance. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2025. See discussion under “Annual Cash Incentive Programs” and “Primary Bonus Program (GRIP)” in our CD&A for an explanation of Adjusted EBITDA, and the Appendix for a reconciliation of this non-GAAP measure to its most directly comparable financial measure calculated and presented in accordance with GAAP. Adjusted EBITDA may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  112. RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND TOTAL SHAREHOLDER RETURN (“TSR”)

    RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND TOTAL SHAREHOLDER RETURN (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years and the Peer Group TSR over the same period.

  113. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID* VERSUS TSR (6/30/2020 INDEXED TO $100)

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID* VERSUS TSR (6/30/2020 INDEXED TO $100)

  114. RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND NET INCOME The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.

  115. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID* VERSUS NET INCOME

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID* VERSUS NET INCOME

  116. RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND ADJUSTED EBITDA

    RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND ADJUSTED EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and Adjusted EBITDA during the five most recently completed fiscal years.

  117. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID* VERSUS ADJUSTED EBITDA ($M)

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID* VERSUS ADJUSTED EBITDA ($M) * “Compensation Actually Paid” is calculated pursuant to SEC requirements.