DEF 14A of Coherent Corp., Sep 29, 2023

DEF 14A of Coherent Corp.

Filed Sep 29, 2023 · FY20230001193125-23-246425

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    | 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. | |

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    The current term of our Class Three Directors expires at the Annual Meeting. Accordingly, four directors have been nominated for election to Class Three positions, for a term of three years or until such time as their respective successors are elected and qualified, or until 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 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 Joseph J. Corasanti, Patricia Hatter, Stephen A. Skaggs and Sandeep Vij. 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.

  4. 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 Environmental, Social Responsibility and Governance Committee (the “ESG Committee”) will recommend to the Board whether to accept or reject the resignation. The Board will act on the resignation, taking into account the ESG 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.

  5. INFORMATION REGARDING THE COMPANY’S BOARD

    INFORMATION REGARDING THE COMPANY’S BOARD The professional and personal experience, qualifications, attributes and skills of each director nominee and the Company’s other current directors are described below and reflect the qualities that the Company seeks in its Board members. In addition to the specific examples, the Board and the Company believe that the broad-based business knowledge, commitment to ethical and moral values, personal and professional integrity, sound business judgment, and commitment to corporate citizenship demonstrated by the nominees make them exceptional candidates for these positions.

  6. INFORMATION REGARDING THE COMPANY’S BOARD

    | Name | Class | Expiration of Term | Age | Director Since | Position(s) With Coherent | Audit Committee | Compensation and Human Capital Committee | ESG Committee | STAR Committee | | NON-EMPLOYEE DIRECTORS: | | | | | | | | | | | Michael L. Dreyer | One | 2024 | 59 | 2019 | Director | | Member | Member | | | Stephen Pagliuca | One | 2024 | 68 | 2021 | Director | | Member | | | | Howard H. Xia | One | 2024 | 62 | 2011 | Director | | | | Chair | | Elizabeth A. Patrick | One | 2024 | 55 | 2023 | Director | | | | | | Enrico DiGirolamo* | Two | 2025 | 68 | 2018 | Lead Independent Director | Member | | Chair | Member | | David L. Motley | Two | 2025 | 64 | 2021 | Director | | Member | | | | Shaker Sadasivam* | Two | 2025 | 63 | 2016 | Director | Member | Chair | | Member | | Lisa Neal-Graves | Two | 2025 | 60 | 2021 | Director | Member | | | | | Michelle Sterling | Two | 2025 | 56 | 2023 | Director | | | | | | Joseph J. Corasanti* | Three | 2023 | 59 | 2002 | Director | Chair | | Member | Member | | Patricia Hatter | Three | 2023 | 61 | 2019 | Director | | | Member | | | Stephen A. Skaggs* | Three | 2023 | 61 | 2022 | Director | Member | | | | | Sandeep Vij | Three | 2023 | 57 | 2022 | Director | | Member | | | | EMPLOYEE DIRECTOR: | | | | | | | | | | | Vincent D. Mattera, Jr. | One | 2024 | 67 | 2012 | Board Chair, Chief Executive Officer, Director | | | | | | Fiscal year 2023 meetings | | | | | | 5 | 7 | 4 | 6 |

  7. INFORMATION REGARDING THE COMPANY’S BOARD

    | * Qualifies as an audit committee “financial expert” as defined by the Securities and Exchange Commission. |

  8. CLASS THREE DIRECTORS STANDING FOR ELECTION

    CLASS THREE DIRECTORS STANDING FOR ELECTION Joseph J. Corasanti. Mr. Corasanti presently serves as chairman 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 J.D. degree from Whittier College School of Law. Mr. Corasanti’s past executive positions and his prior public company board experience have provided him with leadership skills and experience in a variety of matters that he contributes to our Board. His experience and skill set, including his legal background and acquisition experience, are valuable to our Board. Patricia Hatter. Ms. Hatter is currently the President and Chief Operating Officer of Opsera, an early-stage DevOps platform company, where she has served since May 2023. She previously served as the Chief Customer Officer of Palo Alto Networks, Inc., a multinational cybersecurity company, where she served from August 2019 to December 2022. Ms. Hatter previously served as the General Manager and Senior Vice President — Services and Interim Chief Information Officer of McAfee, LLC, a global computer security software company, from January 2017 to July 2017, and was the Chief Information Officer and Senior Vice President — Operations, at McAfee, LLC, from 2010 to June 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 June 2015 to January 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 April 2018 until January 2019, and the board of directors of Qualys, Inc., a leading provider of cloud-based security and compliance solutions, from October 2018 until August 2019. Ms. Hatter holds B.S. and M.S. degrees in Mechanical Engineering from Carnegie Mellon University. Among the attributes that qualify Ms. Hatter to serve as a member of our Board are her experience in executive roles at various cybersecurity and technology companies and her prior experience on boards of directors of public companies. Stephen A. Skaggs. Mr. Skaggs joined the Board in conjunction with the acquisition of Coherent, Inc. on July 1, 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 April 2016. Previously, he held the position of Senior Vice President and Chief Financial Officer of Atmel Corporation, a leading supplier of microcontrollers, from May 2013 until its acquisition by Microchip Technology Incorporated in April 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 Semiconductor, a supplier of programmable logic devices and related software. 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. He currently serves on the board of directors of IDEX Biometrics ASA. Mr. Skaggs holds an MBA degree from the Harvard Business School and a B.S. degree in Chemical Engineering from the University of California, Berkeley. Mr. Skaggs’ years of executive and management experience in the high-technology industry, including serving as the chief executive officer and chief financial officer of other public companies, his prior service on the board of another publicly held company, and his years of service as a director of Coherent, Inc., make him a valuable member of the Board. Sandeep Vij. Mr. Vij joined the Board in conjunction with the acquisition of Coherent, Inc. on July 1, 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 February 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 January 2010 until its sale in February 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 May 2008 to January 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. Mr. Vij’s years of executive and management experience in the high-technology industry, including serving as the chief executive officer of another public company, his service on the board of another publicly held company, and his years of service as a director of Coherent, Inc., make him a valuable member of the Board.

  9. CLASS THREE DIRECTORS STANDING FOR ELECTION

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES NAMED ABOVE FOR ELECTION AS A CLASS THREE DIRECTOR. |

  10. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  11. EXISTING CLASS ONE DIRECTORS WHOSE TERMS EXPIRE IN 2024

    EXISTING CLASS ONE DIRECTORS WHOSE TERMS EXPIRE IN 2024 Vincent D. Mattera, Jr. Dr. Mattera initially served as a member of the Coherent Board from 2000 until 2002. Dr. Mattera joined the Company as Vice President in 2004, and served as Executive Vice President from January 2010 to November 2013, when he became Chief Operating Officer. He was re-appointed to the Board in 2012. In November 2014, Dr. Mattera became the President and Chief Operating Officer. In September 2016, Dr. Mattera became the Company’s third President and Chief Executive Officer in 45 years and served as the Company’s President through June 2019, when the roles of President and Chief Executive Officer were separated. Dr. Mattera became the Company’s Board Chair immediately following the 2021 Annual Meeting. During his career at Coherent he has assumed successively broader management roles, including as a lead architect of the Company’s growth and diversification strategies. The platforms that the Company has added under his leadership have contributed to positioning the Company into large and transformative global growth markets while increasing our global reach, deepening our technology and IP portfolio, broadening our product roadmap and customer base, and increasing the potential of the Company. Prior to joining the Company as an executive, Dr. Mattera had a continuous 20-year career in the Optoelectronic Device Division of AT&T Bell Laboratories, Lucent Technologies and Agere Systems, during which he led the development and manufacturing of semiconductor laser-based materials and devices for optical and data communications networks. Dr. Mattera has 37 years of leadership experience in the compound semiconductor materials and device technology, operations and markets that are core to the Company’s business and strategy. Dr. Mattera holds a B.S. degree in chemistry from the University of Rhode Island (1979), and a Ph.D. in chemistry from Brown University (1984). He completed the Stanford University Executive Program in 1996. His long tenure at Coherent offers invaluable historical knowledge about the Company. We believe that Dr. Mattera’s expertise and experience qualify him to provide the Board with continuity, and a unique perspective about the Company. Michael L. Dreyer. Mr. Dreyer served as the Chief Operations Officer of Silicon Valley Bank from September 2015 to April 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 September 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 December 2015 through September 24, 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 an M.B.A. and a B.A. in psychology from Washington State University. Mr. Dreyer brings to the Board extensive executive and leadership experience, as well as expertise in various aspects of the financial and banking industries. Stephen Pagliuca. 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. 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 brings to the Board extensive global executive and leadership experience. Elizabeth A. Patrick. 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 April 2019 to December 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 July 2014 to March 2019. Ms. Patrick earned her B.S. in Finance from Michigan State University, and MBA from Wayne State University. Ms. Patrick’s global experience in human capital management, executive compensation, leadership development, change management strategies, transformation and HR system implementation will prove valuable to the Company. Howard H. Xia. Dr. Xia currently serves as a consultant to the telecommunications industry. Dr. Xia served as 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, and an M.S. in Physics and Electrical Engineering, and a Ph.D. in Electrophysics, from Polytechnic School of Engineering of New York University. Dr. Xia’s extensive knowledge of, and experience in, the telecommunications industry, his knowledge of international business, including with China, and his strong leadership skills make him a valuable member of our Board. In particular, his experience and knowledge of telecommunications in Asia contribute to the Board’s breadth of knowledge in this area.

  12. EXISTING CLASS TWO DIRECTORS WHOSE TERMS EXPIRE IN 2025

    EXISTING CLASS TWO DIRECTORS WHOSE TERMS EXPIRE IN 2025 Enrico DiGirolamo. Mr. DiGirolamo is currently a senior advisor to technology companies and manufacturing firms. From 2013 to 2017, Mr. DiGirolamo 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, Mr. DiGirolamo 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 from 2010 to 2017; Premier Trailer Leasing, Inc., from 2012 to 2013; and Identifix from 2013 to 2014. Mr. DiGirolamo holds a B.S. degree from Central Michigan University, and an M.B.A. 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, and a member of the Detroit Opera House board of directors and board of trustees. Mr. DiGirolamo has extensive experience leading complex global businesses and has a broad financial, general management, and board oversight background. David L. Motley. Mr. Motley has served as Managing Partner with BlueTree Venture Fund, a venture fund focused on early-stage life science and information technology opportunities, since 2012. Mr. Motley also has served as a partner in DDRC 327 NEGL, LLC, a real estate development company, since 2016, and as Chief Executive Officer and President of MCAPS, LLC, a professional services company providing corporate real estate services and information technology capabilities and services, since January 2018. From 2011 to July 2017, Mr. Motley served as Senior Managing Partner of Headwaters SC, a private equity advisory services company. Mr. Motley also serves on the boards of directors 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 SRI International, an independent nonprofit technology research and development organization. In addition, from January 2021 until January 2023, Mr. Motley served on the board of directors of Deep Lake Capital Acquisition Corp., a blank check company. 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 also holds an M.B.A. from the Harvard Business School. Mr. Motley brings to the Board his extensive executive experience and expertise in ESG related matters and prior experience on boards of directors of public companies. Lisa Neal-Graves. Ms. Neal-Graves is the Chief Executive Officer of the CU School of Medicine non-profit entity, the Aurora Wellness Community, an innovative collaborative to address the social determinants of health. Before her current role, Ms. Neal-Graves 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 General Manager of the Cloud Strategic Product Group for Zayo Group, and Corporate Counsel for the CIO at Intel Corp and in various roles of increasing responsibility and impact for the company’s strategic technology and research planning. Ms. Neal-Graves has also served as VP R&D, CTO, SVP/GM, and CIO positions within industry frontrunners such as Unisys, Chase, Deloitte, Lucent, and AT&T. Ms. Neal-Graves is a member of the board of directors of the Company, the vice chair of Rocky Mountain Public Media/PBS, and a board of directors member of Blackstone Entrepreneurial Network Colorado. Ms. Neal-Graves is a graduate of Hampton University, with an undergraduate degree in applied mathematics and computer science. Ms. Neal-Graves also holds a Masters in Computer Science from Michigan State University (with an emphasis in Artificial Intelligence), a Masters of Engineering from the University of Colorado Boulder, and a J.D. from the University of Colorado School of Law. Ms. Neal-Graves’ extensive executive experience in technology-related fields, including semiconductors, and legal background are valuable to the Board. Shaker Sadasivam. 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 three private companies, Sfara (developer of mobile-based safety and detection technology), Dclimate Inc. (developer of hybrid auxiliary power unit systems for the trucking industry), 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 M.B.A. from Washington University’s Olin School of Business, and a Ph.D. in Chemical Engineering from Clarkson University. Dr. Sadasivam brings to the Board his extensive experience related to the semiconductor industry, and insight into areas including operations, product development and engineering management. Michelle Sterling. Since 2020, Ms. Sterling has engaged in Human Resources consulting. Prior to that, 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 February 2015 to March 2020; Senior Vice President, Human Resources from September 2007 to January 2015 and served in various capacities at Qualcomm, Inc. from July 1994 to September 2007. Throughout her tenure with Qualcomm, Ms. Sterling supported Qualcomm’s strategies in complex transactions including acquisitions, joint ventures, 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 holds a B.S. in Business Management from the University of Redlands. Ms. Sterling’s broad, global, senior executive leadership experience in industries related to those served by the Company, human capital management leadership experience of a large and diverse global workforce, and experience in mergers & acquisitions brings relevant and valuable experience to the Board.

  13. 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, Aon, 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 Committee, with the help of Aon, 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 comparable companies used are the same as those used for the Company’s named executive officers (the “Comparator Group”) and are listed in the “Compensation Discussion and Analysis” section of this proxy statement. The components of our director compensation program for fiscal year 2023 are disclosed below. The Board is compensated based on a role-based compensation program, not on the number of meetings attended. The Compensation Committee strives to set director compensation at levels that are competitive with our Comparator Group. Typically, the overall compensation level of the Company’s directors ranges between the upper end of the second quartile and the lower end of the third quartile of the Comparator Group.

  14. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

  15. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

  16. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | Non-Employee Director | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3) | Total ($) | | Joseph J. Corasanti | $159,333 | $200,036 | $359,369 | | Enrico DiGirolamo | 202,500 | 200,036 | 402,536 | | Michael L. Dreyer | 124,500 | 200,036 | 324,536 | | Patricia Hatter | 110,833 | 200,036 | 310,869 | | Francis J. Kramer(4) | 0 | 200,036 | 200,036 | | Lisa Neal-Graves | 121,667 | 200,036 | 321,703 | | David L. Motley | 110,833 | 200,036 | 310,869 | | Stephen Pagliuca | 110,833 | 200,036 | 310,869 | | Shaker Sadasivam | 153,667 | 200,036 | 353,703 | | Stephen A. Skaggs(5) | 140,333 | 232,415 | 372,748 | | Sandeep Vij(5) | 140,500 | 232,415 | 372,915 | | Howard H. Xia | 144,500 | 200,036 | 344,536 |

  17. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | (1) Amounts reflect fees actually paid during fiscal year 2023. In fiscal year 2023, the Board changed the compensation period of the annual retainers from the year beginning on the date of the Annual Meeting, to the calendar year. As a result, amounts paid for fiscal year 2023 include a pro rata payment for the period from the date of the Annual Meeting to the end of calendar year 2022, plus a full retainer for calendar year 2023. |

  18. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | (2) At the invitation of the CEO, directors may attend segment level operations reviews and receive up to $2,000 per meeting. |

  19. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | (3) 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 (rounded up to the nearest whole share), computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (excluding the effect of forfeitures). The fair value of restricted stock units was computed based on the closing price of the Common Stock on August 26, 2022. |

  20. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | (4) Mr. Kramer did not stand for re-election when his term ended on November 16, 2022. |

  21. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | (5) For fiscal year 2023, Mr. Skaggs and Mr. Vij, who joined the Board on July 1, 2022, received pro rata cash retainers for the remainder of calendar year 2022 and a pro rata equity grant for the period between their start date and the annual equity grant date, in addition to a full grant on the equity grant date. |

  22. STOCK BENEFICIALLY OWNED BY DIRECTORS AND OFFICERS

    | (5) Includes 21,135 shares held on behalf of Dr. Mattera in the Coherent Corp. Nonqualified Deferred Compensation Plan. |

  23. Majority of CEO Compensation is Performance-Based and Variable/At-Risk

    Majority of CEO Compensation is Performance-Based and Variable/At-Risk In fiscal 2023, for our CEO, 50% of target total compensation was performance based and 91% was variable and at risk. Further, in the first quarter of fiscal 2024, the Compensation Committee, with the assistance of its independent compensation consultant, augmented the performance nature of the LTI awards by increasing the proportion delivered in PSUs to 60% for the CEO and 45% for other NEOs. The PSUs granted in fiscal 2023 are based 100% on cumulative rTSR over a 3-year period as compared to the S&P Composite 1500 — Electronic Equipment, Instruments & Components Index. The payout curve provides for target PSU shares to be earned at 50th percentile cumulative TSR. No shares are earned if TSR is negative or if TSR is 40% or more below the 50th percentile. We consider compensation “at-risk” if it is dependent upon stock price appreciation or value, as in our long-term equity incentive program, or if it is subject to achievement of rigorous pre-set, objective strategic, business or operational goals, such as in our GRIP and BIP annual cash incentive programs. This high level of “at risk” compensation for our CEO in 2023 emphasizes our pay for performance philosophy. We seek to maximize the alignment between stockholder results and executive compensation by emphasizing variable pay tied to performance, with the majority of the compensation opportunity for our CEO in 2023 based on long-term equity incentives. Additionally, for fiscal 2023 the performance-based metrics that were a part of our annual cash and long-term incentive programs further enhanced the link between pay and performance for the CEO and our other NEOs. Our annual cash incentive programs rewarded executives for performance based on the Company’s achievement of key operating goals. For fiscal 2023, the GRIP and BIP programs were tied to revenue, net income, and business operating profit goals. And the PSUs earned in fiscal 2023 (awarded in fiscal 2021 with the 3-year performance period ending June 30, 2023) were based 50% on 3-year cumulative rTSR compared to the S&P Composite 1500 — Electronic Equipment, Instruments & Components Index 50th percentile and 50% on achieving a 3-year cash flow from operations target. The goals under all of our performance-based plans were very rigorous resulting in 0% payout under the GRIP, 0% payout under the rTSR portion of the PSUs, a partial payout under the BIP and a partial payout under the cash flow from operations portion of the PSUs, collectively demonstrating a strong emphasis on pay for performance. Company Performance. Fiscal 2023 was the first year operating as a combined company with our acquisition of Coherent, Inc. closing on July 1, 2022. As a result of the acquisition, Coherent is a global leader in materials, networking, and lasers for the industrial, communications, electronics, and instrumentation markets operating in more than 20 countries around the world. We are market innovators defining the future through breakthrough technologies, from materials to systems that fuel market megatrends while pursuing our mission of enabling the world to be safer, healthier, closer, and more efficient. Fiscal 2023 highlights include:

  24. Fiscal Year 2023 Compensation Outcomes: Strong Pay for Performance Alignment

    | - | Bonus Incentive Program (“BIP”) — As a result of reduced bonus operating profit, the BIP (targeted at 8% of base salary) paid out at 70.5% of target (approximately 6% of base salary). |

  25. Fiscal Year 2023 Compensation Outcomes: Strong Pay for Performance Alignment

    | - | Goals Results Incentive Program (“GRIP”) — As a result of below target net income, the larger opportunity GRIP paid out at 0%. |

  26. Fiscal Year 2023 Compensation Outcomes: Strong Pay for Performance Alignment

    | - | Performance Share Units (“PSUs”) — As a result of total shareholder return performance relative to the S&P Composite 1500 – Electronic Equipment, Instruments & Components Index 50th percentile over the three-year measurement period (July 1, 2020 — June 30, 2023), the fiscal year 2020 PSUs paid out at 0% of target. |

  27. Fiscal Year 2023 Compensation Outcomes: Strong Pay for Performance Alignment

    | - | Performance Share Units (“PSUs”) — A PSU was granted in FY2020 tied to an Operating Cash Flow metric. Target payout for the three-year period cliff vesting was $1,792M in Operating Cash Flow. Actual results for the three-year period were $1,692M which equates to a 94.4% performance or 86.03% payout. |

  28. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | Drive shareholder value creation by aligning the long-term interests of our executives and shareholders. |

  29. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | What we do: | What we do not do: | | Pay for performance Provide maximum payout caps under incentive plans Conduct annual reviews, including validation of our peer group Double-trigger equity vesting following a change in control Stock ownership guidelines and holding requirements Clawback policy Fully independent Compensation Committee Utilize an independent compensation consultant | No hedging or pledging of the Company’s shares Limited perquisites No excise tax gross-ups for severance pay No discounting or repricing of stock options without shareholder approval We do not encourage excessive risk-taking in compensation practices |

  30. Compensation Setting Processes

    | • | Compensation Philosophy — Consider relevant market pay practices when setting executive compensation, including the median range for Total Direct Compensation (“TDC”) for similar roles in the Comparator Group. No formal benchmarking of NEO compensation at the competitive median; rather, market pay practices are used as a reference point and one input in Compensation Committee decision-making. Target TDC for the NEOs varies above or below the median range depending on the individual’s role, experience, and other factors. The Compensation Committee’s goal is to balance market alignment with the Company’s performance to allow the Company to recruit, motivate, and retain high caliber talent. The Compensation Committee recommends to the full Board, based on its judgment, current market practices, compensation data from the Comparator Group, compensation data from the independent compensation advisor, and each NEO’s contributions to the Company, target TDC and actual payouts at year-end for each NEO. |

  31. Compensation Setting Processes

    | • | Market data — The Compensation Committee reviews external market data from peer companies provided by independent compensation advisor. |

  32. Compensation Setting Processes

    | • | Performance Metrics — The Compensation Committee establishes annual performance metrics in support of strategic priorities and in alignment with the compensation philosophy, annual budget and long-range plan. |

  33. Compensation Setting Processes

    | • | Payouts — The Compensation Committee approves year-end results for compensation plans and approve NEO compensation for the completed fiscal year, and recommends, for Board approval, grants and target compensation for the current fiscal year. |

  34. Development of the Comparator Group

    Development of the Comparator Group Our Comparator Group was constructed by the Compensation Committee with assistance from Aon, and includes companies we compete with for investor capital, talent, and market share. Because the Company provides a wide range of products serving multiple end markets, the Compensation Committee believes that it is important to consider peers across the Electronic Components business sector. The Comparator Group for fiscal year 2023, which was established in July 2022 shortly after the Coherent, Inc. transaction, consisted of 23 manufacturing companies in the Electronics Components business sector and generally with revenues and market capitalization within the range of 0.3 to 3 times the Company’s revenues and market capitalization, with greater emphasis on revenue. The Compensation Committee also considered companies with a similar global footprint, number of employees and executive officer functions that are generally comparable to ours in terms of complexity and scope of responsibilities.

  35. Fiscal Year 2023 Comparator Group

    Fiscal Year 2023 Comparator Group

  36. Fiscal Year 2023 Comparator Group

    | AMETEK, Inc. | Keysight Technologies, Inc. | Rockwell Automation, Inc. | | Arista Networks, Inc. | KLA Corporation | Skyworks Solutions, Inc. | | Ciena Corporation | L3Harris Technologies, Inc. | Teledyne Technologies | | Corning Incorporated | Littelfuse | Teredyne | | Eaton Corporation plc | Lumentum Holdings, Inc. | Trimble Inc. | | Entegris, Inc. | MKS Instruments, Inc. | Wolfspeed, Inc. | | Illinois Tool Works Inc. | ON Semiconductor Corporation | Zebra Technologies Corporation | | IPG Photonics Corporation | Qorvo, Inc. | |

  37. Fiscal Year 2023 Comparator Group

    The following table summarizes our scale relative to our peer group. Financial data reflect fiscal year-end data available as of September 15, 2023.

  38. Fiscal Year 2023 Comparator Group

    | | Fiscal 2023 Peer Group Comparison | | | | Revenues ($M) | Market Cap ($M) | | 75th Percentile | $8,043.3 | $31,612.3 | | 50th Percentile | $5,420.0 | $13,681.2 | | 25th Percentile | $3,414.5 | $8,461.5 | | Coherent | $5,160.1 | $7,105.5 | | Percentile Rank | 49% | 23% |

  39. Fiscal Year 2023 Comparator Group

    | (1) All dollar amounts in millions. |

  40. Fiscal Year 2023 Comparator Group

    | (2) Data source: S&P Capital IQ. |

  41. ELEMENTS OF EXECUTIVE COMPENSATION

    ELEMENTS OF EXECUTIVE COMPENSATION Our executive compensation program combines both fixed and variable elements of compensation focusing on both annual and long-term incentives. The following charts show target TDC for fiscal year 2023 (excluding the special, one-time “integration RSUs” discussed below). As discussed below, the percentage of long-term incentive awards that are performance-based has increased for Fiscal Year 2024 to better align with our shareholders.

  42. ELEMENTS OF EXECUTIVE COMPENSATION

    | Element | Description | Key Measures | | Base Salary | Market-competitive fixed pay reflective of an NEO’s role, responsibilities, and individual performance. | Comparator Group benchmarking | | Bonus Incentive Program— Short-Term Cash Incentive | Broadly applied, annual, at-risk incentive designed to align management incentives with Company profitability targets. | Performance-based financial metrics based on fiscal year 2023 “bonus operating profit.” | | Goals Results Incentive Program—Short-Term Cash Incentive | Management-based annual, at-risk incentive designed to align management incentives with key financial metrics driving the execution of our strategy | Performance-based financial metrics based on fiscal year 2023 revenue and net income targets. | | Equity-Based Awards—Time Based Long-Term Incentive | Time-based equity awards that provide incentive to focus on long-term growth and financial success, to balance short-term and long-term performance, and to align executive and shareholder interests. | 60% awarded as time-vesting RSUs | | Equity-Based Awards—Performance Based Long-Term Incentive | Performance-based equity awards that provide incentive to focus on long-term growth and financial success, to balance short-term and long-term performance, and to align executive and shareholder interests. | 40% awarded as PSUs with a single relative total shareholder return (“rTSR”) metric for a three-year performance period | | Equity-Based Special Award—Time Based Integration RSUs | Time-based equity incentive award to incentivize key executive management to enable a seamless integration of Coherent, Inc. | Time-based award |

  43. Base Salary

    Base Salary The Compensation Committee annually reviews NEO base salaries. Dr. Mattera entered into a new employment agreement with the Company in August 2022 that adjusted his TDC opportunity to reflect the newly increased size and complexity of the Company following the closing of the Coherent, Inc. transaction and the related updates to the appropriate Comparator Group. The updated employment agreement included an increased rate of base salary for Dr. Mattera consistent with the overall change in TDC. A similar adjustment was made to Dr. Barbarossa’s rate of base salary for fiscal year 2023 in connection with the Coherent, Inc. transaction. For the other NEOs, the Compensation Committee recommended, and the Board approved annual increases in base salary to reflect the size and complexity of the Company following the closing of the Coherent, Inc. transaction, based on its assessment of current market data for similar positions in the Comparator Group and individual performance. The Compensation Committee’s approval was then reviewed and approved by the Board. The increases in NEO base salaries for fiscal year 2023 that appear in the chart below reflect these adjustments. The Compensation Committee does not expect that annual base salary increases in the future will be similar in degree, absent other circumstances.

  44. Short-Term Incentives

    Short-Term Incentives We provided our NEOs with annual cash incentive award opportunities for fiscal year 2023 under two programs: (1) Bonus Incentive Program, and (2) Goals Results Incentive Program. Actual payouts under these programs for fiscal year 2023 are included under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. Bonus Incentive Program. The Bonus Incentive Program (“BIP”) is a broadly applied bonus program that has been successfully used by the Company throughout most of its history to tie the interests of our employees to the operating earnings of the Company. The BIP encourages a Company-wide focus on operating income, which we believe is a major driver of shareholder value. BIP target opportunities are 8% of base salary. Mr. Sobey was not eligible for the BIP. The performance metric for BIP is bonus operating profit (“BOP”). BOP is operating income, without the impact of cash and equity-based variable compensation. The BOP target is set based on an assumed level of BOP and qualified wages, and payouts are increased or decreased based on the combination of BOP and qualified wages (a component of operating expense) as compared to targets. If qualified wages are less than target, the BIP payout per participant will be higher, assuming targeted BOP is attained. For fiscal year 2023, lower than budgeted BOP translated to a payout of 70.51% of target. The BOP target and adjusted results for fiscal year 2023 were:

  45. Short-Term Incentives

    | BIP (in millions) | Target BOP | Actual Performance | Approved Adjustments | Adjusted BOP | | Bonus Operating Profit | $1,001.2 | $172.1 | $464.5 | $636.6 |

  46. Short-Term Incentives

    Based on these results, the fiscal year 2023 BIP was earned at 70.51% of target. The NEO BIP payouts for fiscal year 2023 were:

  47. Short-Term Incentives

    | NEO | Target | BIP | | Vincent D. Mattera, Jr. | $90,000 | $65,456 | | Mary Jane Raymond | 50,000 | 36,381 | | Walter R. Bashaw II | 46,000 | 33,498 | | Giovanni Barbarossa | 50,800 | 33,840 | | Mark Sobey | 0 | 0 |

  48. Short-Term Incentives

    Goals Results Incentive Program. The Goals Results Incentive Program (“GRIP”) is designed to link the achievement of Company performance measures to our strategy. For fiscal year 2023, the GRIP performance measures were based on the achievement of revenue and net income targets. The GRIP revenue and net income targets, and performance results, for fiscal year 2023 were as follows. For purposes of calculating net income, the Compensation Committee used adjusted net income, which excluded certain incremental and non-recurring costs, including transaction related costs for the Coherent, Inc. acquisition.

  49. Short-Term Incentives

    | GRIP (in millions) | | | | | | | | Metric | Entry | Target | Maximum | Actual Performance | Approved Adjustments(1) | Adjusted Performance for GRIP Compensation | | Revenues | $4,675.0 | $5,500.0 | $6,666.0 | $5,160.1 | $— | $5,160.1 | | Net Income | $202.5 | $238.2 | $357.0 | $(259.5) | $338.6 | $79.1 |

  50. Short-Term Incentives

    | (1) Adjustments primarily reflected the removal of one-time expenses incurred in fiscal year 2023 related to the Coherent, Inc. acquisition. |

  51. Short-Term Incentives

    Based on these results, the fiscal year 2023 GRIP was earned at 0% of target, and the GRIP payouts to our NEOs for fiscal year 2023 were $0:

  52. Short-Term Incentives

    | NEO | Target | GRIP | | Vincent D. Mattera, Jr. | $2,160,000 | $0 | | Mary Jane Raymond | 481,250 | 0 | | Walter R. Bashaw II | 442,750 | 0 | | Giovanni Barbarossa | 488,950 | 0 | | Mark Sobey | 510,000 | 0 |

  53. Long-Term Incentives

    Long-Term Incentives Equity Grants Made in Fiscal Year 2023. The equity compensation for our NEOs for fiscal year 2023 was composed of a mix of (a) PSUs (40%) and (b) RSUs (60%). Equity awards were targeted based on the Compensation Committee’s assessment of market data and individual performance. The awards for all NEOs were made in August 2022, at the beginning of the 2023 fiscal year. We refer to these awards as the “2023 awards.” As mentioned above, the percentage of PSUs will be higher in the 2024 fiscal year. The “Stock Awards” column in the Summary Compensation Table and the Grants of Plan-Based Awards table later in this proxy statement, include the grant date fair value and other details for the 2023 awards and the “integration RSUs” described below. PSUs. We believe that long-term awards tied directly to key elements of long-term shareholder value are a critical element of NEO compensation. Our PSUs are designed to reward the NEOs for driving long-term value tied to the execution of our strategy. The fiscal year 2023 PSUs will be earned based on a single metric, rTSR—our total shareholder return relative to returns on the S&P Composite 1500—Electronic Equipment, Instruments & Components (Industry). The fiscal year 2023 PSUs will be measured over a 36-month period ending June 30, 2025. As with the fiscal year 2022 PSU design, we used rTSR as the sole performance measure for the fiscal year 2023 PSUs because we could not accurately forecast at the time of grant three-year free cash flow or other financial goals given the July 1, 2022, closing of the Coherent, Inc. transaction. PSUs were granted to the NEOs on August 28, 2022. The following table outlines the performance metrics of the fiscal year 2023 PSUs:

  54. Long-Term Incentives

    | 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, and an absolute positive cumulative rTSR | 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) |

  55. Long-Term Incentives

    | (1) 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% |

  56. Long-Term Incentives

    Target awards for the PSUs for fiscal year 2023, granted to the NEOs on August 28, 2022, are as follows:

  57. Long-Term Incentives

    | NEO | Target Performance Based Awards | Grant Date Fair Value at Target | | Vincent D. Mattera, Jr. | 66,487 shares | $3,959,966 | | Mary Jane Raymond | 17,152 shares | 1,021,573 | | Walter R. Bashaw II | 15,418 shares | 918,296 | | Giovanni Barbarossa | 16,959 shares | 1,010,078 | | Mark Sobey | 16,574 shares | 987,147 |

  58. PSUs Earned in Fiscal Year 2023

    PSUs Earned in Fiscal Year 2023 The NEOs (other than Dr. Sobey) were previously awarded PSUs in August 2020 that were earned based on achieving pre-established goals related to a combination of cumulative rTSR and cash flow from operations, each weighted 50%. We refer to these awards as the “fiscal year 2021 PSUs.” The fiscal year 2021 PSUs were measured over a 36-month period ending June 30, 2023. For purposes of the fiscal year 2021 PSUs, “cash flow from operations” means cash flow from operations as reported under U.S. GAAP in the Company’s Consolidated Statement of Cash Flows, subject to certain permitted adjustments under the Company’s Omnibus Incentive Plan (such as for certain unusual, infrequent, or non-recurring items). Achievement of rTSR was calculated based on the table below.

  59. PSUs Earned in Fiscal Year 2023

    | 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, and an absolute positive cumulative total shareholder return | 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) |

  60. PSUs Earned in Fiscal Year 2023

    | (1) If there is a negative cumulative total shareholder return for the performance period and cumulative rTSR is above Market 50th Percentile, the percentage of the target award earned will be capped at 100% |

  61. PSUs Earned in Fiscal Year 2023

    For the fiscal year 2021 PSUs, rTSR was achieved at approximately 61.91% below the S&P Composite 1500—Electronic Equipment, Instruments & Components 50th percentile, resulting in a payout to each NEO of 0% of the NEO’s target award, as follows:

  62. PSUs Earned in Fiscal Year 2023

    | NEO | PSU rTSR Target Award (shares) | Payout % Based on rTSR Performance | Shares Earned | | Vincent D. Mattera, Jr. | 23,916 | 0% | 0 | | Mary Jane Raymond | 7,993 | 0% | 0 | | Walter R. Bashaw II | 7,258 | 0% | 0 | | Giovanni Barbarossa | 7,542 | 0% | 0 | | Mark Sobey | 0 | 0% | 0 |

  63. PSUs Earned in Fiscal Year 2023

    For purposes of the fiscal year 2021 PSUs, target cash flow from operations during the performance period was $1,792,000,000. Achievement of cash flow from operations was calculated based on the table below.

  64. PSUs Earned in Fiscal Year 2023

    | Performance vs. Target | Payout vs. Target | | 0.00% to 79.99% | 0% | | 80.00% to 100% | 50.00% to 99.99% | | 100% | 100% | | 100% to 140% | 100% to 199.99% | | Greater than 140% | 200% |

  65. PSUs Earned in Fiscal Year 2023

    For the fiscal year 2021 PSUs, actual cash flow from operations for the performance period was $1,691,836,540 or 94.4% of target, resulting in a payout to each NEO of 86.03% of the NEO’s target award, as follows:

  66. PSUs Earned in Fiscal Year 2023

    | NEO | PSU Cash Flow Target Award (shares) | Payout % Based on Cash Flow Performance | Shares Earned | | Vincent D. Mattera, Jr. | 23,917 | 86.03% | 20,575 | | Mary Jane Raymond | 7,993 | 86.03% | 6,876 | | Walter R. Bashaw II | 7,258 | 86.03% | 6,244 | | Giovanni Barbarossa | 7,542 | 86.03% | 6,488 | | Mark Sobey | 0 | 86.03% | 0 |

  67. PSUs Earned in Fiscal Year 2023

    RSUs. We use RSUs to align management incentives with long-term shareholder value while also providing for long-term retention of management talent. RSUs are increasingly common in the marketplace relative to stock options and are becoming a more important component of our competitive compensation opportunity. The fiscal year 2023 RSUs were granted to our NEOs on August 28, 2022, with a fair market value of $51.89 per share, the closing price of the Common Stock on that date. The RSUs vest at the rate of one-third per year over a three-year period. RSUs granted to the NEOs for fiscal year 2023 were as follows:

  68. PSUs Earned in Fiscal Year 2023

    | NEO | RSUs Granted | Grant Date Fair Value(1) | | Vincent D. Mattera, Jr. | 99,731 | $5,175,042 | | Mary Jane Raymond | 25,728 | 1,335,026 | | Walter R. Bashaw II | 23,126 | 1,200,008 | | Giovanni Barbarossa | 25,439 | 1,320,030 | | Mark Sobey | 24,861 | 1,290,037 |

  69. PSUs Earned in Fiscal Year 2023

    | (1) Grant date fair value is calculated by multiplying the number of RSUs granted by the closing stock price on August 26, 2022, of $51.89 per share. |

  70. PSUs Earned in Fiscal Year 2023

    Coherent, Inc. Acquisition Integration RSUs. Coherent, Inc. was the largest and most complex acquisition in the Company’s history. The Board and the Compensation Committee determined that special, one-time awards to certain key executive officers were in the best interests of the Company and its shareholders to incentivize such individuals to enable the success of the integration and synergy capture activities necessary to achieve the strategic benefits of the transaction for all of the Company’s relevant constituencies, especially its shareholders. Accordingly, on July 1, 2022 (concurrent with the Coherent, Inc. closing), Dr. Mattera, Ms. Raymond, Dr. Barbarossa, Mr. Bashaw, and Dr. Sobey and certain other key executives received integration equity awards in the form of time-vesting RSUs with a grant date fair value of $4 million for Dr. Mattera and ranging from $1.75 million to $2 million for the other NEOs. We refer to these as the “integration RSUs.” The awards vest over a two-year period, with fifty percent (50%) vesting on the one-year anniversary of the award, and fifty percent (50%) vesting on the two-year anniversary of the award. As noted, these special, one-time awards are designed to enhance shareholder value through the alignment of the NEOs and other key executives with the strategic goals of the integration of Coherent, Inc. with the Company and encouraging a stable management team through the critical integration and value capture process. A time-based award was deemed to accomplish these objectives. Under the circumstances, including that the acquisition closed on the first day of the Company’s 2023 fiscal year, the development of meaningful, performance-based awards to achieve the integration and value capture objectives was not practicable. (In fact, as noted below, due to the challenges with developing meaningful, 3-year financial performance goals immediately after the closing, the fiscal year 2023 PSUs described below were 100% based on relative TSR.) These integration RSUs are special, one-time awards that reflect the extraordinary opportunity presented to the Company and its shareholders from this acquisition, and reflect the strategic importance of the synergy capture activities after the transaction led by the leadership team. The Company has not in the past and does not intend in the future to utilize similar awards absent extraordinary circumstances that merit such awards. Integration RSUs granted to the NEOs were as follows:

  71. PSUs Earned in Fiscal Year 2023

    | NEO | Integration RSUs Granted | Grant Date Fair Value(1) | | Vincent D. Mattera, Jr. | 81,417 | $4,000,017 | | Mary Jane Raymond | 35,620 | 1,750,011 | | Walter R. Bashaw II | 35,620 | 1,750,011 | | Giovanni Barbarossa | 40,709 | 2,000,033 | | Mark Sobey | 40,709 | 2,000,033 |

  72. PSUs Earned in Fiscal Year 2023

    | (1) Grant date fair value is calculated by multiplying the number of integration RSUs granted by the closing stock price on July 1, 2022, of $49.13 per share. |

  73. ADDITIONAL INFORMATION

    | • | Balanced Pay Mix: Our compensation program balances the mix of (i) cash and equity-based compensation and (ii) short-term and long-term award horizons. |

  74. ADDITIONAL INFORMATION

    | • | Mix of Performance Metrics: We do not rely on a single performance metric to determine payouts for performance-based awards. Instead, performance targets are tied to a variety of financial metrics, including earnings growth, revenue growth, cash flow from operations, free cash flow, and operating profits. |

  75. ADDITIONAL INFORMATION

    | • | Caps on Incentive Compensation Arrangements: Long-term (PSUs) and short-term incentive awards (BIP and GRIP) each have a maximum payout percentage (generally 200%). |

  76. ADDITIONAL INFORMATION

    | • | Multi-Year Vesting on Long-Term Equity-Based Compensation Awards: Our long-term equity-based awards are subject to multi-year vesting, which requires a long-term commitment on the part of our employees. |

  77. ADDITIONAL INFORMATION

    | • | Share Ownership Requirements: This policy requires our CEO to own Common Stock and RSUs having an aggregate value of at least three times his annual base salary, and our other executive officers to own Common Stock and RSUs having an aggregate value at least equal to their annual base salary. The guidelines have a phase-in period to allow newly hired or promoted executives to acquire the requisite share levels over a period of three years. |

  78. ADDITIONAL INFORMATION

    | • | Compensation Amounts. Base salaries, and the value of the annual bonus and long-term equity opportunities for the Executive Officers, were not changed for fiscal year 2024 from fiscal year 2023, except that the long-term equity incentive target for the CEO was increased by 10%. See “Equity Award Mix” below. |

  79. ADDITIONAL INFORMATION

    | • | GRIP. The GRIP is an annual bonus plan with semi-annual periods based on a combination of revenue and Adjusted EBITDA. Payouts are capped at 200% of target. |

  80. ADDITIONAL INFORMATION

    | • | Equity Award Mix. In order to better align with our shareholders, the Compensation Committee increased the percentage of long-term equity awards that are performance-based versus time-based. For the CEO, FY24 performance-based PSUs awards increased from 40% to 60% with time-based RSUs at 40%. For the other Executive Officers, FY24 performance-based PSUs awards increased from 40% to 45% with time-based RSUs at 55%. Stock options were not granted. |

  81. ADDITIONAL INFORMATION

    | • | PSU Awards. The Compensation Committee will use a combination of rTSR and cash flow performance as the metric for performance (similar to fiscal year 2021) and retained the S&P Composite 1500—Electronic Equipment, Instruments & Components (Industry) as the benchmark group. The PSUs will be earned 50% based on three-year rTSR and 50% based on three-year cash flow from operations. |

  82. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation of the NEOs for the fiscal years 2023, 2022 and 2021, discussed in this proxy document. All footnote references and explanatory statements relate to fiscal year 2023, unless otherwise noted.

  83. 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 ($)(6) | | Vincent D. Mattera, Jr. | 2023 | $1,125,000 | $13,135,025 | $— | $65,456 | $1,110,175 | $15,435,656 | | Chief Executive Officer | 2022 | 980,000 | 6,800,471 | — | 2,174,791 | 772,657 | 10,727,919 | | | 2021 | 950,833 | 5,611,783 | — | 3,375,706 | 521,214 | 10,459,536 | | Mary Jane Raymond | 2023 | $625,000 | $4,106,610 | $— | $36,381 | $49,794 | $4,817,785 | | Chief Financial Officer and Treasurer | 2022 | 550,000 | 2,195,109 | — | 517,145 | 41,956 | 3,304,210 | | | 2021 | 465,340 | 1,875,478 | — | 855,098 | 40,115 | 3,236,031 | | Walter R. Bashaw II | 2023 | $575,000 | $3,868,315 | $— | $33,498 | $48,523 | $4,525,336 | | President | 2022 | 515,000 | 1,930,676 | — | 484,955 | 47,242 | 2,977,873 | | | 2021 | 472,760 | 1,703,017 | — | 683,609 | 47,943 | 2,907,329 | | Giovanni Barbarossa | 2023 | $635,000 | $4,330,141 | $— | $33,840 | $53,442 | $5,052,423 | | Chief Strategy Officer and President, Materials | 2022 | 540,000 | 2,043,444 | — | 502,215 | 44,804 | 3,130,463 | | | 2021 | 515,000 | 1,769,655 | — | 666,490 | 43,953 | 2,995,098 | | Mark Sobey(5) | 2023 | $600,000 | $4,277,218 | $— | $ — | $1,946,862 | $6,824,080 | | President, Lasers | | | | | | | |

  84. 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, 2023. 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. |

  85. SUMMARY COMPENSATION TABLE

    | (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 2023 PSUs, which have a single rTSR metric, this was calculated based on a Monte Carlo simulation fair value as of the grant date of $59.56 per share for the awards granted to the NEOs on August 28, 2022. |

  86. SUMMARY COMPENSATION TABLE

    | (3) Amounts reflect the cash awards earned by our NEOs under the BIP and the GRIP, which are discussed in further detail in the “Compensation Discussion and Analysis” section of this proxy statement. The cash awards earned by Dr. Mattera, Ms. Raymond, Mr. Bashaw, Dr. Barbarossa and Dr. Sobey under the BIP for fiscal year 2023 were $65,456, $36,381, $33,498, $33,840 and $0, respectively. The cash awards earned by Dr. Mattera, Ms. Raymond, Mr. Bashaw, Dr. Barbarossa and Dr. Sobey under the GRIP for fiscal year 2023 were $0. |

  87. SUMMARY COMPENSATION TABLE

    | (4) Amounts reflect 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 matching contributions earned in fiscal year 2023 are for the 2022 calendar year. |

  88. SUMMARY COMPENSATION TABLE

    | Name | Fiscal Year | Company Matching Contribution to 401k Plan | Company Discretionary Retirement Plan Contribution | Company Contribution to Deferred Contribution Plan | | Vincent D. Mattera, Jr. | 2023 | $10,250 | $55,212 | $1,031,761 | | Mary Jane Raymond | 2023 | 10,250 | 26,340 | 13,204 | | Walter R. Bashaw II | 2023 | 10,250 | 26,760 | 11,513 | | Giovanni Barbarossa | 2023 | 10,250 | 30,000 | 13,192 | | Mark Sobey | 2023 | 12,456 | 0 | 0 |

  89. SUMMARY COMPENSATION TABLE

    | We maintain an arrangement with a third-party travel service for use of chartered aircraft and associated ground travel as necessary. Infrequently, Dr. Mattera will use a flight for personal purposes, or his spouse may accompany him when a flight is already going to a specific destination for a business purpose. The incremental cost to the Company of personal flights has been calculated to be $10,927 based on the amount paid to the third-party travel service for the personal flights. |

  90. SUMMARY COMPENSATION TABLE

    | Dr. Sobey received $1,934,406 as a payment under the Coherent, Inc. Change in Control and Leadership Severance Plan as though his employment had been terminated. |

  91. SUMMARY COMPENSATION TABLE

    | (5) Dr. Sobey was a NEO for the first time for fiscal year 2023. Dr. Sobey resigned as President, Lasers effective July 1, 2023, and retired as an employee of the Company on September 1, 2023. |

  92. SUMMARY COMPENSATION TABLE

    | (6) Total compensation for fiscal year 2023 includes, for each of the Named Executive Officers, the value of the special, one-time “integration RSUs” granted in connection with the acquisition of Coherent, Inc. The following table shows the grant date value of those integration RSUs and the Total Compensation for fiscal year 2023 excluding those grants. |

  93. SUMMARY COMPENSATION TABLE

    | Name | Total FY23 Compensation with Integration RSUs | Total FY 23 Compensation without Integration RSUs | Total FY22 Compensation | | Vincent D. Mattera, Jr. | $15,435,656 | $11,435,638 | $10,727,919 | | Mary Jane Raymond | 4,817,785 | 3,067,774 | 3,304,210 | | Walter R. Bashaw II | 4,525,336 | 2,775,325 | 2,977,873 | | Giovanni Barbarossa | 5,052,423 | 3,052,390 | 3,130,463 | | Mark Sobey | 6,824,079 | 4,824,046 | — |

  94. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2023 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 2023.

  95. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | Vincent D. Mattera, Jr | — | $— | $90,000 | $180,000 | — | — | — | — | $— | | | — | $— | $2,160,000 | $4,320,000 | — | — | — | — | $— | | | 7/1/2022 | — | | | — | — | — | 81,417 | $4,000,017 | | | 8/28/2022 | — | | | 33,244 | 66,487 | 132,974 | — | $3,959,966 | | | 8/28/2022 | — | | | — | — | — | 99,731 | $5,175,042 | | Mary Jane Raymond | — | $— | $50,000 | $100,000 | — | — | — | — | $— | | | — | $— | $481,250 | $962,500 | — | — | — | — | $— | | | 7/1/2022 | — | | | — | — | — | 35,620 | $1,750,011 | | | 8/28/2022 | — | | | 8,576 | 17,152 | 34,304 | — | $1,021,573 | | | 8/28/2022 | — | | | — | — | — | 25,728 | $1,335,026 | | Walter R. Bashaw II | — | $— | $46,000 | $92,000 | — | — | — | — | $— | | | — | $— | $442,750 | $885,500 | — | — | — | — | $— | | | 7/1/2022 | — | | | — | — | — | 35,620 | $1,750,011 | | | 8/28/2022 | — | | | 7,709 | 15,418 | 30,836 | — | $918,296 | | | 8/28/2022 | — | | | — | — | — | 23,126 | $1,200,008 | | Giovanni Barbarossa | — | $— | $50,800 | $101,600 | — | — | — | — | $— | | | — | $— | $488,950 | $977,900 | — | — | — | — | $— | | | 7/1/2022 | — | | | — | — | — | 40,709 | $2,000,033 | | | 8/28/2022 | — | | | 8,480 | 16,959 | 33,918 | — | $1,010,078 | | | 8/28/2022 | — | | | — | — | — | 25,439 | $1,320,030 | | Mark Sobey | — | $— | $0 | $0 | — | — | — | — | $— | | | — | $— | $510,000 | $1,020,000 | — | — | — | — | $— | | | 7/1/2022 | | | | — | — | — | 40,709 | $2,000,033 | | | 8/28/2022 | | | | 8,287 | 16,574 | 33,148 | — | $987,147 | | | 8/28/2022 | | | | — | — | — | 24,861 | $1,290,037 |

  96. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2023

    | (1) These columns show the range of potential payouts for awards made to our NEOs in fiscal year 2023 under 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 2023 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. |

  97. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2023

    | (2) These columns show the range of pay-outs of PSU awards granted to our NEOs in fiscal year 2023 under the Amended and Restated 2018 Omnibus Incentive Plan if threshold, target or maximum goals are achieved. See “Long-Term Incentives – PSUs” on page 40. |

  98. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2023

    | (3) This column shows the number of shares underlying the RSU awards granted to our NEOs in fiscal year 2023 under the Amendment and Restated 2018 Omnibus Incentive Plan. These awards are subject to annual vesting of one-third of the award over three years. |

  99. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2023

    | (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 13 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for fiscal year 2023 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). |

  100. 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, 2023.

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Un-exercisable(1) | 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) | | Vincent D. Mattera, Jr. | | | | | 263,753 | $13,446,117 | 104,600 | $5,332,508 | | | 57,580 | — | $17.84 | 8/15/2025 | | | | | | | 71,040 | — | $21.67 | 8/20/2026 | | | | | | | 60,120 | — | $35.25 | 8/18/2027 | | | | | | | 54,180 | — | $49.90 | 8/28/2028 | | | | | | | 73,452 | 24,484 | $36.08 | 1/28/2030 | | | | | | Mary Jane Raymond | | | | | 88,520 | $4,512,769 | 29,454 | $1,501,565 | | | 24,780 | — | $21.67 | 8/20/2026 | | | | | | | 17,880 | — | $35.25 | 8/18/2027 | | | | | | | 17,160 | — | $49.90 | 8/28/2028 | | | | | | | 21,351 | 7,117 | $36.56 | 8/28/2029 | | | | | | Walter R. Bashaw II | | | | | 83,069 | $4,234,861 | 26,238 | $1,337,613 | | | 3,800 | — | $18.73 | 11/7/2025 | | | | | | | 14,820 | — | $27.00 | 11/5/2025 | | | | | | | 19,080 | — | $39.95 | 10/5/2028 | | | | | | | 19,350 | 6,450 | $36.56 | 8/28/2029 | | | | | | Giovanni Barbarossa | | | | | 91,631 | $4,671,368 | 28,411 | $1,448,393 | | | 14,640 | — | $35.25 | 8/18/2027 | | | | | | | 17,760 | — | $49.90 | 8/28/2028 | | | | | | | 20,310 | 6,770 | $36.56 | 8/28/2029 | | | | | | Mark Sobey | | | | | 65,570 | $3,342,759 | 16,574 | $844,943 |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (1) This column shows the number of shares underlying stock options that were outstanding as of June 30, 2023. 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. |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (2) This column shows the number of restricted shares or RSUs outstanding as of June 30, 2023, and includes PSUs with a performance period ending on June 30, 2023, which are included in the column after adjustment for performance results. These awards are subject to our standard vesting schedule and will vest as set forth in the following table: |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Shares Vesting in July 2023 | Shares Vesting in August 2023 | Shares Vesting in July 2024 | Shares Vesting in August 2024 | Shares Vesting in August 2025 | Total Unvested Shares | | Vincent D. Mattera Jr. | 40,709 | 96,791 | 40,708 | 52,300 | 33,245 | 263,753 | | Mary Jane Raymond | 17,810 | 29,596 | 17,810 | 14,728 | 8,576 | 88,520 | | Walter R. Bashaw II | 17,810 | 26,620 | 17,810 | 13,119 | 7,710 | 83,069 | | Giovanni Barbarossa | 20,355 | 28,235 | 20,354 | 14,206 | 8,481 | 91,631 | | Mark Sobey | 20,355 | 8,287 | 20,354 | 8,287 | 8,287 | 65,570 |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (3) These values are based on the closing market price of the Common Stock on June 30, 2023, of $50.98 per share. |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (4) This column shows the number of unvested PSUs outstanding as of June 30, 2023, that were granted for fiscal years 2022 and 2023. Based on performance through the end of the last fiscal year these amounts consist of shares underlying awards assuming target performance for fiscal year 2022 PSUs and fiscal year 2023 PSUs. These awards will vest as set forth in the following table, subject to actual performance results for the applicable performance period: |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Fiscal Year 2022 PSU Shares Vesting in June 2024 | Fiscal Year 2023 PSU Shares Vesting in June 2025 | Total Unvested Shares | | Vincent D. Mattera, Jr. | 38,113 | 66,487 | 104,600 | | Mary Jane Raymond | 12,302 | 17,152 | 29,454 | | Walter R. Bashaw II | 10,820 | 15,418 | 26,238 | | Giovanni Barbarossa | 11,452 | 16,959 | 28,411 | | Mark Sobey | — | 16,574 | 16,574 |

  108. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2023

    OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2023 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 2023, and the value realized before payment of any applicable withholding tax or broker commissions. No options were exercised by our NEOs in fiscal year 2023. On August 24, 2023, Dr. Mattera exercised options to purchase 30,000 shares of Company Common Stock at an exercise price of $35.25 per share.

  109. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2023

    | | Stock Awards | | | | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting ($)(1) | | Vincent D. Mattera, Jr. | 160,476 | $8,034,254 | | Mary Jane Raymond | 48,308 | 2,447,181 | | Walter R. Bashaw II | 43,626 | 2,209,818 | | Giovanni Barbarossa | 45,763 | 2,318,029 | | Mark Sobey | 194,267 | 9,289,848 |

  110. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2023

    | (1) 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. |

  111. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2023

    NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2023 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 2023.

  112. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2023

    | Name | Executive Contributions ($)(1) | Registrant Contribution ($)(2) | Aggregate Earnings (Loss) ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at June 30, 2023 ($)(4) | | Vincent D. Mattera, Jr. | $1,044,288 | $1,058,223 | $78,457 | $— | $5,908,778 | | Mary Jane Raymond | — | 13,204 | 2,731 | — | 40,039 | | Walter R. Bashaw II | 110,043 | 11,513 | 11,249 | — | 149,178 | | Giovanni Barbarossa | — | 14,442 | 4,082 | — | 57,390 | | Mark Sobey | 100,201 | | 223,824 | (17,033) | 2,821,776 |

  113. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2023

    | (1) Executive Contributions included for fiscal year 2023 were incentive bonuses earned in fiscal year 2022, deferred at time of payment in fiscal year 2023. |

  114. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2023

    | (2) Amounts in this column represent certain matching contributions made under the Deferred Compensation Plan for fiscal year 2023 to make up for IRS limitations on matching contributions under the 401(k) Retirement Savings Plan for calendar year 2022. These amounts were included as fiscal year 2023 compensation under “All Other Compensation” in the Summary Compensation Table. In addition, and in accordance with his employment agreement entered into in January 2020, Dr. Mattera was credited with a Company contribution to the Deferred Compensation Plan in the amount of $1,000,000 on June 30, 2023. This amount was also included as fiscal year 2023 compensation under “All Other Compensation” in the Summary Compensation Table. This is the final year of this payment for Dr. Mattera. |

  115. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2023

    | (3) 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. |

  116. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2023

    | (4) Amounts shown in this column were reported in the Summary Compensation Table for previous fiscal years, other than earnings, although, for Dr. Mattera, for any PSUs that were deferred in prior years, the amount included in the column was the value of the PSUs at vesting rather than the grant date fair value at grant included in the Summary Compensation Table. |

  117. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2023

    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.

  118. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION Equity Awards. Treatment of equity awards upon a change in control of the Company depends on whether the awards are assumed or replaced by the buyer in the transaction. Awards vest upon closing of the transaction if the awards are not assumed or replaced by the buyer. For awards that are assumed or replaced by the buyer, they do not vest upon closing of the transaction, but will vest if the employment relationship is terminated by the buyer without cause, or by the executive with good reason, within two years after the closing. Vesting upon the occurrence of the two events, a change in control, and termination as described above, is often referred to as “double trigger” vesting. Stock options accelerate and vest in their entirety in the event of death or disability and continue to vest as set forth in the applicable award upon retirement, as defined in the agreement. PSUs generally are prorated in the event of death, disability, or retirement, based on the months employed during the performance period, and remain subject to actual performance results. For PSUs awarded to the CEO for fiscal year 2020 and later, upon his retirement the PSUs continue to vest in full (not prorated) subject to actual performance results,. RSUs accelerate and vest in their entirety in the event of death, disability or retirement from the Company, except that, other than by virtue of Dr. Mattera’s employment agreement, as described below, vesting for retirement does not apply to the integration RSUs granted on July 1, 2022. Performance awards for NEOs also provide pro-rata vesting, subject to actual performance, if such NEO is terminated by the Company without cause or the NEO terminates for good reason during the performance period. In all other circumstances, the awards terminate upon termination of service. Eligibility for retirement for this purpose is determined under the Company’s Global Retirement Policy, which means the NEO attains at least age 65 with five years of service. As of June 30, 2023, Dr. Mattera is the only NEO that is eligible for retirement under this definition. The following table provides the dollar amount each NEO would have been entitled to receive as a result of the acceleration of vesting of unvested stock options, PSUs and RSUs caused by (i) a change in control of the Company (and a subsequent termination without cause or with good reason, if applicable), (ii) the death or disability of the NEO, (iii) retirement of the NEO, or (iv) termination by the Company without “Cause” or for “Good Reason” (as those terms are defined in the NEO’s employment agreement described below), in each case assuming the triggering event occurred on June 30, 2023. The values shown are calculated based on the closing price of the Common Stock on June 30, 2023, of $50.98 per share, and, for stock options, are calculated based on the difference between the exercise price of the unvested options and $50.98. These benefits are in addition to benefits available generally to salaried employees, such as accrued vacation pay. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, such as the timing during the year of an event and the Company’s stock price, actual amounts paid or distributed may be different.

  119. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | Named Executive Officer | Acceleration of Equity Awards Upon Change in Control ($) | Acceleration of Equity Awards Upon Death or Disability ($) | Acceleration of Equity Awards Upon Retirement ($) | Acceleration of Equity Awards Upon Termination Without Cause or for Good Reason(1) ($) | | Vincent D. Mattera, Jr. | $19,143,437 | $16,235,617 | $19,143,437 | $19,143,437 | | Mary Jane Raymond | 6,116,961 | 5,324,887 | — | 709,491 | | Walter R. Bashaw II(2) | 5,665,483 | 4,957,530 | — | 629,661 | | Giovanni Barbarossa | 6,217,384 | 5,446,303 | — | 677,312 | | Mark Sobey | 4,187,701 | 3,624,969 | — | 282,211 |

  120. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | (1) For Dr. Mattera, in accordance with his employment agreement, his termination without Cause or for Good Reason would receive the same treatment as his retirement. |

  121. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | (2) As discussed under “Employment Agreements and Executive Severance Plan” in the CD&A, the terms of Mr. Bashaw’s equity award agreements allow Mr. Bashaw to require the Company to enter into a consulting agreement with him in case of termination of employment other than due to death, disability, retirement, or termination by the Company for Cause, and in that case, his outstanding equity awards will continue to vest in accordance with their terms so long as he remains in service as a consultant. |

  122. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    Employment Agreements. The Company has entered into employment agreements or participation agreements for the Executive Severance Plan with each of the NEOs. The following terms are commonly used in the NEO employment agreements and Executive Severance Plan:

  123. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | • | “Cause” means a determination by our Board, in the exercise of its reasonable judgment, that any of the following has occurred: (i) the willful and continued failure by the NEO to perform his or her duties and responsibilities under the agreement (after notice and a 30-day cure period); (ii) the willful engaging by the NEO in any act which is materially damaging to the Company; (iii) the conviction of an NEO of, or a plea of “guilty” or “no contest” to, a felony or a criminal offense involving fraud, dishonesty or other moral turpitude; (iv) any material breach by an NEO of the terms of the agreement, or any other written agreement between the NEO and the Company relating to proprietary information, confidentiality, noncompetition or non-solicitation; or (v) the engaging by the NEO in any intentional act of dishonesty resulting, or intended to result, directly or indirectly, in personal gain to the NEO at the Company’s expense. |

  124. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | • | “Change in Control” or “CIC” means (i) the Company is merged or consolidated with another entity and following such transaction (A) the persons who were our shareholders immediately prior to such a transaction have less than a majority of the voting power over the Company or the entity owning or controlling the Company, or (B) individuals who comprise our Board immediately prior to such transactions cease to be at least a majority of the Board, or of an entity controlling the Company; or (ii) a majority of our assets are sold or otherwise transferred to another corporation not controlled by or under common control with us, or to a partnership, firm, entity or individuals not so controlled; or (iii) a majority of the members of our Board consists of persons who were not nominated for election by or on behalf of our Board, or with their concurrence; or (iv) a single person, or group of persons, obtains voting control over a majority of our outstanding shares. |

  125. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | • | “Good Reason” means, without the NEO’s express written consent: (i) a material reduction of the NEO’s employment responsibilities; (ii) a material reduction by the Company of the NEO’s eligibility for total direct compensation (or for purposes of the Executive Severance Plan discussed below, a material reduction in an NEO’s base salary); (iii) a material increase in the amount of the NEO’s business travel, which produces a constructive relocation of the NEO; (iv) a material reduction by the Company of the level of employee benefits provided to the NEO with the result that overall benefits to such NEO are significantly reduced; or (v) for the NEOs other than Dr. Mattera, the relocation of the NEO to a facility or a location more than 30 miles from the NEOs primary work location. |

  126. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    Employment Agreement – Dr. Mattera. Dr. Mattera’s employment agreement provides for an annual base salary to be determined by the Company, with the potential to earn cash bonuses and other bonuses in the judgment of the Company. The agreement also provides Dr. Mattera with a life insurance benefit equal to two times his base salary and with other benefits which are routinely provided to the employees of the Company, including participation in our equity incentive plans. Dr. Mattera’s employment agreement was amended and restated in August 2022, but no changes were made in that agreement to the provisions regarding compensation to Dr. Mattera upon termination of employment. If Dr. Mattera’s employment is terminated as a result of death or permanent disability, the Company will pay to him or his representatives his annual base salary through the last day of the fiscal year in which the date of death or disability occurs, and bonuses that would have been paid to him for the full year had he remained employed by the Company. Any such payments shall be made not later than the 15th day of the third month following the end of the Company’s fiscal year in which Dr. Mattera dies or becomes totally disabled. If Dr. Mattera terminates employment other than for Good Reason, he will receive his fiscal year salary and bonuses, on a pro rata basis, earned up to the date of termination. If the Company terminates Dr. Mattera’s employment without Cause, or if Dr. Mattera terminates employment for Good Reason, except when such termination is coincident with, or within 24 months following, the occurrence of a CIC, after Dr. Mattera’s execution of a release, the Company will pay him severance of two times his Average Annual Income. Average Annual Income for such payment is the sum of his annual base pay and annual cash bonuses for the preceding three fiscal years, divided by three. (The amount of severance is reduced to one year of base salary if such termination occurs after Dr. Mattera attains age 70, other than during the 24-month protected period following a change in control.) The severance will be paid no later than 60 days after the date of termination (following the expiration of any applicable revocation periods set forth in the release). The Company also will pay Dr. Mattera a lump sum equal to 18 months of his applicable COBRA monthly premiums. If Dr. Mattera’s employment is terminated by the Company without Cause, or by him for Good Reason, and such termination is coincident with or within the 24 months following the occurrence of a Change in Control, after his execution of a release, the Company will pay to him severance in an amount equal to three times his Average Annual Income. The severance will be paid in a lump sum no later than 60 days after the date of termination. The Company will also pay, no later than 60 days after the date of termination, a lump sum payment equal to 24 months of Dr. Mattera’s applicable COBRA monthly premiums, a lump sum cash payment of $40,000 to cover the cost of his post-termination benefit coverage, and expenses associated with his seeking another position. Dr. Mattera’s employment agreement does not provide gross-up payments for excise taxes. Instead, the agreement requires payments to be scaled back to an amount that would not trigger the excise taxes, if such reduction would result in Dr. Mattera retaining a larger amount on an after-tax basis. Dr. Mattera is subject to undertakings, including restrictions on the assignment of inventions, confidentiality, and one-year non-solicitation and non-competition covenants, which survive the termination of his employment. If he engages in activities that violate any of these undertakings, he will have no right to unpaid severance benefits. The following table summarizes the estimated severance payments that Dr. Mattera would have been entitled to receive assuming that a termination of his employment had occurred as of June 30, 2023, under any of the circumstances described below.

  127. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | Payments | Termination For Death or Disability (No Change in Control) | Termination With Cause or Without Good Reason | Termination Without Cause or for Good Reason (No Change in Control) | Termination Without Cause or for Good Reason (After Change in Control) | | Cash Severance | $— | $— | $5,781,191 | $8,671,786 | | Health Benefits | — | — | 35,921 | 47,895 | | Post-termination Benefits | — | — | — | 40,000 | | | $— | $— | $5,817,112 | $8,759,681 |

  128. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    Employment Agreement – Dr. Barbarossa. Dr. Barbarossa’s employment agreement provides for an annual base salary and the potential to earn cash bonuses and other bonuses in the judgment of the Company. The agreement also provides Dr. Barbarossa with other benefits that are routinely provided to the employees of the Company, including participation in our equity incentive plans and bonus plans. If Dr. Barbarossa’s employment is terminated by the Company without Cause, except when such termination is coincident with or within an 18-month period following the occurrence of a Change in Control, after execution of a release, the Company will pay to Dr. Barbarossa up to nine times his then current monthly salary. The severance will be paid no later than 60 days after the date of termination. The Company also will pay the premiums for health insurance coverage for a period of up to nine months. If employment is terminated by the Company without Cause, or by Dr. Barbarossa with Good Reason, and such termination is coincident with or within the 18 month period following the occurrence of a CIC, after execution of a release, the Company will pay him severance in an amount equal to one-half his average annual base salary, multiplied by his number of years of service with the Company as of the date of termination, up to four (i.e., for a maximum severance equal to two years’ of average annual base salary). Average annual base salary is annual base pay for the preceding five fiscal years (or fiscal years employed if less than five years), divided by the lesser of years of service or five years. The severance will be paid in a lump sum, no later than 60 days after the date of termination. The Company will pay the premiums for health insurance coverage for a period of up to 18 months and shall also pay, no later than 60 days after the date of termination, a lump sum cash payment of $1,000 to cover expenses associated with seeking another position. Payments received in connection with a Change in Control can potentially trigger excise taxes under Sections 280G and 4999 of the Code. Dr. Barbarossa’s employment agreement does not provide gross-up payments for excise taxes. Instead, the agreement requires payments to be scaled back to an amount that would not trigger the excise taxes, if such reduction would result in Dr. Barbarossa retaining a larger amount on an after-tax basis. Dr. Barbarossa is subject to undertakings including restrictions on the assignment of inventions, confidentiality, and one-year non-solicitation and non-competition covenants, which survive the termination of employment. If he engages in activities that violate any of these covenants, he will have no right to any unpaid severance benefits. The following tables summarize the estimated severance payments that Dr. Barbarossa would have been entitled to receive assuming that a termination of his employment occurred as of June 30, 2023.

  129. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | Payments | Termination For Death or Disability (No Change in Control) | Termination With Cause or Without Good Reason | Termination Without Cause or for Good Reason (No Change in Control) | Termination Without Cause or for Good Reason (After Change in Control) | | Cash Severance | $— | $— | $476,250 | $1,056,000 | | Health Benefits | — | — | 21,166 | 42,332 | | Post-termination Benefits | — | — | — | 1,000 | | | $— | $— | $497,416 | $1,099,332 |

  130. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    Agreements – Dr. Sobey. In connection with the acquisition of Coherent, Inc., Dr. Sobey was given an offer letter that provided for a $600,000 base salary, annual incentive target percentage of 85% of base salary, a one-time integration equity award as described in the CD&A, participation in the long-term equity incentive plan with a minimum equity award for fiscal 2023 of $2,150,000 and participation in the Executive Severance Plan described below. As described in the CD&A, in connection with Dr. Sobey’s resignation as President of the Laser Segment effective July 1, 2023 and retirement as an employee of the Company on September 1, 2023, the Company entered into a consulting agreement with Dr. Sobey as of June 12, 2023 to provide management support services to the Company and assist with other matters as reasonably requested by the Company CEO or President for up to eighty hours per month through August 30, 2025 for a monthly fee of $25,000. If Dr. Sobey provides more than 25 hours of services in a particular month, the Company will pay $675 per hour for such additional hours of service. Dr. Sobey’s consulting service will count as vesting service for his equity awards. The Company will pay Dr. Sobey an amount equal to his COBRA cost for health benefit coverage until Dr. Sobey reaches age 65. Dr. Sobey may terminate the consulting agreement with ninety days prior notice and the Company may terminate the consulting agreement only for Cause as defined in the consulting agreement. Dr. Sobey’s retirement and consulting are dealt with in his consulting agreement described above and he therefore did not have any entitlement to severance payments assuming a termination of his employment occurred as of June 30, 2023. Executive Severance Plan. On August 16, 2019, the Board adopted the Coherent Corp. Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides severance benefits upon a qualifying termination of employment to selected employees of the Company. By executing a Participation Agreement for the Executive Severance Plan, each participating NEO agreed that the NEO’s employment agreement was terminated. 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 a participant under the terms of any other agreement, policy, or plan maintained by the Company that provides for severance benefits. Currently, the participating NEOs are Ms. Raymond and Mr. Bashaw. Dr. Sobey’s offer letter provided for his participation in the Executive Severance Plan but he has since entered into a consulting agreement governing the terms of his service. In the event of a termination by the Company without “Cause” or by an NEO for “Good Reason,” the NEO will be eligible to receive the following under the Executive Severance Plan:

  131. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | • | If the termination takes place outside of a CIC Period (which is a period of 18 months beginning on a CIC), an amount equal to 12 months of then-current annual base salary, payable in accordance with the Company’s regular pay schedule, over the 12 months following the qualifying termination; |

  132. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | • | If the termination takes place during a CIC Period, (i) a lump sum cash payment equal to the sum of (A) 24 months of then-current annual base salary, plus (B) the NEO’s annual target bonus for the year in which the termination occurs, and (ii) accelerated vesting of all outstanding equity compensation awards; and |

  133. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    | • | A lump sum cash payment by the Company equal to the cost of the NEO’s health care insurance premiums for a period of (x) 12 months in the event of a qualifying termination other than during a CIC Period, or (y) 18 months in the event of a qualifying termination during a CIC Period. |

  134. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND EMPLOYMENT TERMINATION

    Severance benefits are conditioned upon the NEO’s giving the Company a general release of claims at the time of separation. Benefits are also conditioned upon the NEO’s compliance with certain covenants regarding confidentiality, assignment of inventions, non-competition, and non-solicitation. The Executive Severance Plan does not provide any gross-up payment for excise taxes. Instead, the plan requires payments to be scaled back to an amount that would not trigger the excise taxes, if such reduction would result in the participant retaining a larger amount on an after-tax basis. The following table summarizes the estimated severance payments that Mr. Bashaw would have been entitled to receive assuming that a termination of his employment occurred as of June 30, 2023, under any of the circumstances described below.

  135. CEO PAY RATIO

    CEO PAY RATIO Information about the relationship of the annual total compensation of our employees and the annual total compensation of Dr. Mattera, our CEO, is provided below. For fiscal year 2023, our last completed fiscal year:

  136. CEO PAY RATIO

    | • | The median of the annual total compensation of all our employees (other than our CEO) was $20,355; and |

  137. CEO PAY RATIO

    | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $15,435,656. |

  138. CEO PAY RATIO

    Based on this information, for fiscal year 2023 the ratio of the annual total compensation of Dr. Mattera to the median of the annual total compensation of all our employees was 758 to 1. We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO.

  139. CEO PAY RATIO

    | 1. | We determined that, as of June 30, 2023, our employee population consisted of approximately 26,621 individuals, other than the CEO. This population consisted of our full-time, part-time, and temporary employees as of the determination date. |

  140. CEO PAY RATIO

    | 2. | To identify the “median employee” from our employee population we used base salary, as reflected in our payroll records, for fiscal year 2023. For gross wages, 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. |

  141. CEO PAY RATIO

    | 3. | For the annual total compensation of our median employee, we then identified and calculated the elements of that employee’s compensation for fiscal year 2022 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $20,355. |

  142. CEO PAY RATIO

    | 4. | For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our fiscal year 2023 Summary Compensation Table included in this proxy statement. |

  143. CEO PAY RATIO

    | 5. | For currency conversion, the prevailing rates as of June 30, 2023, were used to reflect all gross wages in U.S. dollars. |

  144. CEO PAY RATIO

    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.

  145. 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 Mr. Mattera, our CEO (referred to in the tables below and related information as our principal executive officer (“PEO”)) and Non-PEO NEOs and Company performance for the fiscal years listed below. 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.

  146. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO Vincent D. Mattera, Jr. 1 ($) | Compensation Actually Paid to PEO Vincent D. Mattera, Jr. 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Thousands) | Relative Total Shareholder Return (Performance Relative to Median) 5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 15,435,656 | 12,935,741 | 5,304,906 | 6,787,965 | 107.96 | 139.40 | (259,458) | (37.0%) | | 2022 | 10,727,919 | (616,749) | 2,670,549 | (77,480) | 107.90 | 118.21 | 234,759 | (8.8%) | | 2021 | 10,459,536 | 24,530,582 | 2,820,131 | 6,185,153 | 153.73 | 152.65 | 297,552 | (4.5%) |

  147. PAY VERSUS PERFORMANCE

    | 1. | Vincent D. Mattera, Jr. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  148. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | | Mary Jane Raymond | Mary Jane Raymond | Mary Jane Raymond | | Walter R. Bashaw | Walter R. Bashaw | Giovanni Barbarossa | | Giovanni Barbarossa | Giovanni Barbarossa | Mark S. Sobey | | Jo Anne Schwendinger | Christopher Koeppen | Walter R. Bashaw | | | Jo Anne Schwendinger | |

  149. 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. |

  150. PAY VERSUS PERFORMANCE

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO 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. |

  151. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Vincent D. Mattera, Jr. ($) | Exclusion of Stock Awards for Vincent D. Mattera, Jr. ($) | Inclusion of Equity Values for Vincent D. Mattera, Jr. ($) | Compensation Actually Paid to Vincent D. Mattera, Jr. ($) | | 2023 | 15,435,656 | (13,135,025) | 10,635,110 | 12,935,741 | | 2022 | 10,727,919 | (6,800,471) | (4,544,197) | (616,749) | | 2021 | 10,459,536 | (5,611,783) | 19,682,829 | 24,530,582 |

  152. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 5,304,906 | (4,145,571) | 5,628,630 | 6,787,965 | | 2022 | 2,670,549 | (1,722,773) | (1,025,256) | (77,480) | | 2021 | 2,820,131 | (1,626,994) | 4,992,016 | 6,185,153 |

  153. 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:

  154. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Vincent D. Mattera, Jr. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Vincent D. Mattera, Jr. ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Vincent D. Mattera, Jr. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Vincent D. Mattera, Jr. ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Vincent D. Mattera, Jr. ($) | Total - Inclusion of Equity Values for Vincent D. Mattera, Jr. ($) | | 2023 | 12,192,905 | (1,478,831) | — | (78,964) | — | 10,635,110 | | 2022 | 4,699,558 | (7,552,359) | — | (1,691,396) | — | (4,544,197) | | 2021 | 10,360,440 | 8,413,587 | — | 908,802 | — | 19,682,829 |

  155. 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 3,627,715 | (343,093) | 2,322,462 | 21,546 | — | 5,628,630 | | 2022 | 1,190,550 | (1,890,663) | — | (325,143) | — | (1,025,256) | | 2021 | 3,003,740 | 2,063,463 | — | (75,187) | — | 4,992,016 |

  156. 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 current 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. |

  157. PAY VERSUS PERFORMANCE

    | 5. | We determined Relative Total Shareholder Return to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Relative Total Shareholder Return is measured as our total shareholder return relative to the median of the returns of the individual components of the S&P Composite 1500—Electronic Equipment, Instruments & Components (Industry) over each covered year, similar to how performance is measured for our PSUs. (See discussion under “Elements of Executive Compensation” in our CD&A.) This performance measure may not have been the most important financial performance measure for fiscal years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  158. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with SEC rules, the following charts sets forth the relationship between Compensation Actually Paid (see footnote 2 above) to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s financial performance as measured by our TSR, our Peer Group TSR (see footnote 4 above), our Net Income and our Relative Total Shareholder Return (see footnote 5 above).

  159. NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

  160. NEO Compensation Actually Paid and Net Income

    NEO Compensation Actually Paid and Net Income

  161. NEO Compensation Actually Paid and Relative Total Shareholder Return

    NEO Compensation Actually Paid and Relative Total Shareholder Return