DEF 14A of Coherent Corp., Oct 4, 2024

DEF 14A of Coherent Corp.

Filed Oct 4, 2024 · FY20240001193125-24-232597

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 One Directors expires at the Annual Meeting. Accordingly, five directors have been nominated for election to Class One 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 James R. Anderson, Michael L. Dreyer, Stephen Pagliuca, Elizabeth A. Patrick and Howard H. Xia. 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 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 highlighted above and described in more detail 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 | 60 | 2019 | Director | | Member | Member | | | Stephen Pagliuca | One | 2024 | 69 | 2021 | Director | | Member | | | | Howard H. Xia | One | 2024 | 64 | 2011 | Director | | | | Chair | | Elizabeth A. Patrick | One | 2024 | 56 | 2023 | Director | | | Member | | | Enrico DiGirolamo* | Two | 2025 | 69 | 2018 | Chair | Member | | Chair | Member | | David L. Motley | Two | 2025 | 65 | 2021 | Director | | Member | | | | Shaker Sadasivam* | Two | 2025 | 64 | 2016 | Director | Member | Chair | | Member | | Lisa Neal-Graves | Two | 2025 | 61 | 2021 | Director | Member | | | | | Michelle Sterling | Two | 2025 | 56 | 2023 | Director | | Member | | | | Joseph J. Corasanti* | Three | 2026 | 60 | 2002 | Director | Chair | | Member | Member | | Patricia Hatter | Three | 2026 | 62 | 2019 | Director | | | Member | | | Stephen A. Skaggs* | Three | 2026 | 62 | 2022 | Director | Member | | | | | Sandeep Vij | Three | 2026 | 58 | 2022 | Director | | Member | | | | EMPLOYEE DIRECTOR: | | | | | | | | | | | James R. Anderson | One | 2024 | 52 | 2024 | Chief Executive Officer, President, Director | | | | | | Fiscal year 2024 meetings*** | | | | | | 5 | 8 | 5 | 5 |

  7. INFORMATION REGARDING THE COMPANY’S BOARD

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

  8. INFORMATION REGARDING THE COMPANY’S BOARD

    | ** Age calculated as of August 31, 2024 |

  9. INFORMATION REGARDING THE COMPANY’S BOARD

    | *** The Board met 11 times in fiscal year 2024. |

  10. CLASS ONE DIRECTORS STANDING FOR ELECTION

    CLASS ONE DIRECTORS STANDING FOR ELECTION James R. Anderson. Mr. Anderson was appointed Chief Executive Officer of Coherent Corp. and a member of the Board of Directors on June 3, 2024 and was subsequently appointed President on August 29, 2024, effective September 1, 2024. He previously served as a director and President and Chief Executive Officer of Lattice Semiconductor Corporation (“Lattice”) since 2018. Prior to joining Lattice, Mr. Anderson served as the Senior Vice President and General Manager of the Computing and Graphics Business Group at Advanced Micro Devices (“AMD”). Prior to AMD, Mr. Anderson held a broad range of leadership positions spanning general management, engineering, sales, marketing and corporate strategy at companies including Intel, Broadcom (formerly Avago Technologies) and LSI Corporation. Mr. Anderson served on the Board of Directors of Entegris, Inc., from March 2023 to July 2024 and on the Board of Directors of the Semiconductor Industry Association through June 2024. He previously served on the Board of Directors of Sierra Wireless from April 2020 to January 2023. Mr. Anderson earned an MBA and Master of Science degree in electrical engineering and computer science from the Massachusetts Institute of Technology, a Master of Science degree in electrical engineering from Purdue University, and a bachelor’s degree in electrical engineering from the University of Minnesota. Mr. Anderson brings to the Board extensive executive leadership experience and experience in the areas of risk management; accounting and finance; corporate governance; talent and compensation; business development and strategy; technology and intellectual property; and in the industries we serve. 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.S. in psychology from Washington State University. Mr. Dreyer brings to the Board extensive executive and leadership experience, as well as expertise in cybersecurity, 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. Mr. Pagliuca has served on the board of Gartner, Inc., a research and advisory company, since 2010. He is a co-owner and Managing General Partner of the World Champion Boston Celtics and serves on the NBA Board of Governors. Mr. Pagliuca is also co-owner and co-chairman of the Serie A professional football club, Atalanta Bergamasca Calcio. Mr. Pagliuca 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 brings to the Board global experience in human capital management, executive compensation, leadership development, change management strategies, transformation and HR system implementation. 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.

  11. CLASS ONE DIRECTORS STANDING FOR ELECTION

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

  12. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  13. 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, manufacturing concerns, and private equity 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; IdentiFix from 2013 to 2014; and Garsite from 2018 to 2024. 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 serves as General Partner of BTN Ventures, a venture fund investing in pre-seed and seed stage technology companies, since 2021. Mr. Motley also serves as a partner in DDRC 327 NEGL, LLC, a real estate development company, since 2016, and as Chief Executive Officer of MCAPS, LLC, a professional services company providing corporate real estate services, since January 2018. Mr. Motley has also served as Senior Managing Partner of Blue Tree Venture Fund since 2012, a venture investing in early-stage life science and IT companies. Mr. Motley also serves on the boards of F.N.B. Corporation, a diversified financial services company; Koppers Holdings Inc., an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds; and Armada, a privately-owned supply chain management company. Mr. Motley is also board chair for SRI International, an independent nonprofit technology research and development organization. In addition, from January 2021 until January 2023, Mr. Motley served on the board 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 holds an M.B.A. from the Harvard Business School. Mr. Motley brings to the Board extensive executive experience, functional expertise in strategy development, and broad experience in corporate governance from prior experience on boards of public companies. Lisa Neal-Graves. Ms. Neal-Graves is the former Chief Executive Officer of the Aurora Wellness Community (“AWC”), a University of Colorado School of Medicine nonprofit entity in partnership with the Aurora, Colorado, community. Ms. Neal-Graves is a data scientist, technology strategist, and technology legal policy and compliance executive. Before her last role, she served as the Chief Innovation Officer for the Colorado Attorney General; General Counsel and Chief Marketing Officer of Universal Plasma, LLC, an early-stage antenna technology company; Vice President and General Manager of the Cloud Strategic Product Group for Zayo Group; and in various roles at Intel Corporation, including CIO Counsel and positions of increasing responsibility and impact for the company’s strategic long-range technology and research planning. Ms. Neal-Graves also held senior executive positions, including VP/GM (Unisys), CTO (Serviceware), Senior VP/GM (Chase), and GM (AT&T/Bell Labs). In addition to serving as a director on the board of Coherent Corp., Ms. Neal-Graves serves on the Center for Improving Value in Health Care (“CIVHC”), Rocky Mountain Public Media, and BEN Colorado board of directors. Ms. Neal-Graves graduated from Hampton University, where she obtained her undergraduate degree in applied mathematics and computer science. She also holds a Master degree in Computer Science from Michigan State University (with an emphasis in Artificial Intelligence), a Master degree in Engineering Management from the University of Colorado Boulder, and a J.D. from the University of Colorado School of Law. Ms. Neal-Graves brings extensive experience with the semiconductor and telecommunications industries to our Board. She also brings extensive experience in technology strategic planning, global operations management, and global product management, as well as executive expat experience in China, Italy, and the United Kingdom. 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 two private companies, Sfara (developer of mobile-based safety and detection technology), and Sea Pharmaceuticals, LLC (a neurotherapeutics R&D company advancing potential treatments for Tinnitus & Epilepsy). In 2016, Dr. Sadasivam retired as President and Chief Executive Officer of SunEdison Semiconductor Limited, a leading manufacturer of advanced semiconductors for electronics, a position he held from 2013. From 2009 to 2013, he served as Executive Vice President and President, Semiconductor Materials Business Unit of SunEdison, Inc. (a predecessor to SunEdison Semiconductor Limited, formerly known as MEMC Electronic Materials, Inc.). From 2002 to 2009, Dr. Sadasivam served as Senior Vice President Research and Development of SunEdison, Inc. Dr. Sadasivam holds B.S. and M.S. degrees in Chemical Engineering from the University of Madras and Indian Institute of Technology, an 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.

  14. EXISTING CLASS TWO DIRECTORS WHOSE TERMS EXPIRE IN 2025

    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 has served as director for Digital Turbine, Inc., a mobile growth platform for advertisers, publishers, carriers, and device original equipment manufacturers, since 2019, and previously served as a director of TuSimple, an autonomous technology company specifically designed for semi-trucks, from October 2021 until November 2022. 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.

  15. EXISTING CLASS THREE DIRECTORS WHOSE TERMS EXPIRE IN 2026

    EXISTING CLASS THREE DIRECTORS WHOSE TERMS EXPIRE IN 2026 Joseph J. Corasanti. Mr. Corasanti presently serves as a member of the Board of Directors of SRC, Inc., a company that designs, manufactures and sells products and services for the defense industry. Mr. Corasanti is also the chair of the risk and mission fulfillment committee for the Board of Directors of SRC, Inc. 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 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. He was also previously a member of the board of directors of Lattice. Prior to Lattice, Mr. Skaggs was employed by Bain & Company, a global management consulting firm, where he specialized in high-technology product strategy, mergers and acquisitions, and corporate restructurings. Mr. Skaggs holds 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.

  16. 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 “Peer 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 2024 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 Peer Group.

  17. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

  18. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

    DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

  19. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

    | Non-Employee Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non- equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings | All other compensation ($) | Total ($) | | Joseph J. Corasanti | 150,000 | 200,003 | — | — | — | — | 350,003 | | Enrico DiGirolamo | 275,500 | 200,003 | — | — | — | — | 475,503 | | Michael L. Dreyer | 106,000 | 200,003 | — | — | — | — | 306,003 | | Patricia Hatter | 95,000 | 200,003 | — | — | — | — | 295,003 | | Lisa Neal-Graves | 104,000 | 200,003 | — | — | — | — | 304,003 | | David L. Motley | 95,000 | 200,003 | — | — | — | — | 295,003 | | Stephen Pagliuca | 110,000 | 200,003 | — | — | — | — | 310,003 | | Elizabeth A. Patrick | 126,000 | 200,011 | — | — | — | — | 326,011 | | Shaker Sadasivam | 162,000 | 200,003 | — | — | — | — | 362,003 | | Stephen A. Skaggs | 105,000 | 200,003 | — | — | — | — | 305,003 | | Michelle Sterling | 155,000 | 200,011 | — | — | — | — | 355,011 | | Sandeep Vij | 114,000 | 200,003 | — | — | — | — | 314,003 | | Howard H. Xia | 134,000 | 200,003 | — | — | — | — | 334,003 |

  20. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

    | (1) As noted in the footnotes to the Director Cash Compensation Table above, certain directors received one-time fees in connection with their chair or membership on the Search Committee and/or the Office of the Chair. In addition to these one-time fees, previously, at the invitation of the CEO, a director could attend segment level operations reviews and receive up to $2,000 per meeting. This practice has been discontinued. |

  21. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

    | (2) Represents the aggregate grant date fair value of restricted stock units issued to the non-employee directors under the Amended and Restated 2018 Omnibus Incentive Plan and the Coherent Corp. Omnibus Incentive Plan (rounded up to the nearest whole share), computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (excluding the effect of forfeitures). |

  22. Leadership Transitions

    Leadership Transitions Chief Executive Officer. As the culmination of an orderly and thorough succession planning process led by our independent directors, effective June 3, 2024, our Board of Directors appointed James R. Anderson as our CEO and as a member of the Board, succeeding Dr. Vincent D. Mattera, Jr. Mr. Anderson is an established industry executive with a proven track record of driving innovation and leading business transformations. He previously served as President, Chief Executive Officer, and a member of the Board of Directors of Lattice Semiconductors (“Lattice”). As CEO, Mr. Anderson was responsible for driving Lattice’s corporate strategy and strengthening the Company’s product roadmap, achieving record operating profits and gross margins. Prior to joining Lattice, Mr. Anderson served as the Senior Vice President and General Manager of the Computing and Graphics Business Group at Advanced Micro Devices, Inc. (“AMD”). Prior to AMD, Mr. Anderson held a broad range of leadership positions spanning general management, engineering, sales, marketing, and corporate strategy at companies including Intel, Broadcom (formerly Avago Technologies), and LSI Corporation. We entered into an Offer Letter with Mr. Anderson that has provisions with respect to his regular, ongoing compensation, including equity grants made in fiscal year 2024 that serve as fiscal year 2025 grants (that is, he will not receive any regular annual equity grants in fiscal year 2025). The Offer Letter also provides for sign-on compensation. See the “Compensation Related to Leadership Transition” section below for additional information. On February 17, 2024, Dr. Mattera had informed the Company’s Board of his intent to retire as CEO following the appointment of his successor or otherwise at the end of calendar 2024. The Board viewed it as essential to retain the services of Dr. Mattera through this indeterminate period of transition, and to provide appropriate compensation to Dr. Mattera for continuing to lead the Company during the period of transition and to maximize the likelihood of making the transition to a new leader successful. To that end, in order to compensate Dr. Mattera for continuing to manage the business for the period necessary to recruit or identify a new CEO, and to ensure a seamless transition, the Company and Dr. Mattera entered into an agreement (the “CEO Succession Agreement”) with provisions relating to compensation and termination that were designed to compensate Dr. Mattera for his continued service as CEO for this indeterminate period while the Company sought to recruit a new CEO. The CEO Succession Agreement provided that on whatever date a new CEO eventually commenced employment, Dr. Mattera’s employment would end and be treated as a qualifying termination. As contemplated by the CEO Succession Agreement, immediately prior to Mr. Anderson’s start date, Dr. Mattera retired and resigned as a member of the Board . See the “Compensation Related to Leadership Transition” section below for additional information. Please see the “Compensation Related to Leadership Transitions” section of this CD&A for additional information. Chief Financial Officer. On September 13, 2023, the Company and Mary Jane Raymond, the Company’s Chief Financial Officer, Treasurer and principal financial officer (“CFO”) mutually agreed that she would conclude her services as the Company’s CFO as of September 29, 2023. In connection with the separation of Ms. Raymond, Richard Martucci, the Company’s Senior Vice President, Business Operations, was appointed to serve as its interim Chief Financial Officer and Treasurer and principal financial officer (“Interim CFO”), effective as of September 30, 2023 and until a permanent successor is identified. President. Subsequent to the end of fiscal year 2024, Walter R. Bashaw II, the Company’s President, ceased to be President effective August 31, 2024, and agreed to resign effective September 6, 2024. This resignation was a result of a change in the Company’s leadership structure, which led to the elimination of Mr. Bashaw’s position, and the Board’s additional appointment of Mr. Anderson as President effective September 1, 2024. Consequently, Mr. Bashaw’s resignation was treated as a “Good Reason” termination under the Company’s Revised Executive Severance Plan and his Participation Agreement. There were no changes to the severance benefits Mr. Bashaw was entitled to receive under the Revised Executive Severance Plan and his Participation Agreement thereunder.

  23. Fiscal Year 2024 Executive Compensation Program: Strong Emphasis on Performance

    Fiscal Year 2024 Executive Compensation Program: Strong Emphasis on Performance Majority of CEO Total Compensation and Equity Compensation is Performance-Based For Dr. Mattera, CEO for fiscal year 2024 with the exception of the last month, 61% 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 (also referred to as the “Committee”), with the assistance of its independent compensation consultant, augmented the performance nature of long-term incentive equity awards by increasing the proportion delivered in performance share units (“PSUs”) to 60% for the CEO and 45% for other NEOs. The other 40% of our CEO’s long-term incentive equity grant (55% of NEO equity grants) was in the form of time-based restricted share units (RSUs), which vest over a period of three years. We consider compensation “at-risk” if it is dependent upon stock price appreciation or value, such as a portion of our fiscal year 2024 long-term equity incentive program, or if it is subject to achievement of rigorous pre-set, objective strategic, business or operational goals, such as a portion of our fiscal year 2024 long-term equity incentive program and in our fiscal year 2024 annual cash incentive programs. This high level of “at risk” compensation for our CEO in 2024 illustrates our pay for performance philosophy. We seek to maximize the alignment between financial results and executive compensation by emphasizing variable pay tied to performance, with the majority of the compensation opportunity for our CEO in 2024 based on long-term equity incentives. As discussed below under “Compensation Related to Leadership Transitions,” effective June 3, 2024, we appointed Mr. Anderson as our CEO. In connection with the transition to a new CEO and as is common when a new CEO is appointed following a longer-tenured CEO, the Committee considered pay quantum and structures for CEOs at peer companies, advice from its independent compensation consultant and other factors. For his compensation for fiscal year 2025, 60% of Mr. Anderson’s target total compensation is performance-based and 93% is variable and at risk. The initial PSU grant has a Relative TSR metric with performance similar to the Company’s fiscal year 2024 Relative TSR PSU awards, but with (i) target (100%) payout set at 55th percentile achievement, and (ii) the maximum payout (250%) set at the 75th percentile achievement or better. Fiscal Year 2024 Long-Term Incentives: 60% Performance-Based for CEO, 45% for all other NEOs; Three Year Performance Goals; Three Year Vesting of RSUs In addition to 60% of Dr. Mattera’s target equity grant that is in the form of PSUs, with the other 40% being RSUs, 45% of the value of the target equity grant for our other executive officers is comprised of PSUs, with the other 55% in the form of time-based RSUs. The proportion of total compensation that was variable and at-risk and the performance-based metrics enhances the link between pay and performance for the CEO and other continuing NEOs and strengthened the alignment of the interests of the executive officers with those of Coherent and our shareholders. Rigorous Pre-Set Financial Targets; Payouts Reflecting Pay for Performance Alignment For fiscal year 2024, for the annual cash incentive programs, the Committee selected performance metrics, Revenue and Adjusted EBITDA, that enhanced the link between pay and performance for the CEO and our other NEOs and established objective, pre-set targets. These targets were rigorous, aggressive and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks we were facing. Evidencing the rigor of the performance-based plans were the fact that performance achievement resulted in only a 30% payout under the primary executive officer/management annual cash incentive program and 82.1% payout under the more broad-based, significantly smaller (targeted at 8% of base salary) annual cash incentive program. The 2022-24 PSUs awarded in fiscal year 2022 with the 3-year performance period ending at the end of fiscal year 2024 were based 100% on 3-year cumulative Relative TSR compared to the S&P Composite 1500 — Electronic Equipment, Instruments & Components Index. Based on the Company’s relative TSR for the performance period, these fiscal year 2022 PSUs were earned at 80% of target. These fiscal year 2024 outcomes collectively demonstrated not only the goal rigor but the strong emphasis on, and alignment of, pay for performance. Peer Group: Rigorously Determined and Appropriate, Reviewed Annually Each year, the Committee reassesses the group of peer companies used as a reference point for evaluating executive compensation. In connection with determining the compensation of the CEO and other executive officers, in the second half of fiscal year 2023, the Committee conducted a review of our peer group to ensure its continued appropriateness. The Committee gave careful consideration to the selection criteria, the range of values on such criteria and the companies included, ultimately determining that the companies listed below represented an appropriate and stable peer group for fiscal year 2024 compensation decisions. Consistent with best practices for corporate governance, the Committee has committed to review the peer group annually.

  24. Summary of the Fiscal Year 2024 Executive Compensation Program

    Summary of the Fiscal Year 2024 Executive Compensation Program Base Salaries. In the wake of the closing of the merger of II-VI and Coherent in fiscal year 2023 and related integration efforts, the Committee held the base salaries of our CEO and other continuing NEOs steady in fiscal year 2024, with no increases. Annual Cash Incentive Programs. In fiscal year 2024, the Committee similarly held the target bonus opportunities of Dr. Mattera and the other continuing NEOs steady, with no increases. The total annual cash incentive opportunity of the NEOs (e.g. the percentage of base salary) is spread across the two programs described in the next paragraph, with the majority being allocated to the main program and 8% being allocated to the broad-based program total (e.g., 47% plus 8% equal the total of, for example, 55%). The Committee views the annual cash incentive opportunity as a whole, including the allocation to the performance metrics across both programs (in other words, the Committee considers the performance metrics in the two programs combined, rather than separately, and there is not overlap since they are viewed collectively). In the combined allocation among the performance metrics, Adjusted EBITDA is slightly higher because of the criticality of generating cash to pay down debt and invest in the business. The Company operates two annual cash incentive programs, one primarily for executive officers/management and one for more broad-based employees in order to unify the team in pursuing the achievement of a key goal. The opportunity for executive officers was composed of a combination of: 1) the Goals Results Incentive Program (“GRIP”), the main bonus program for executive officers, which for fiscal year 2024 utilized Revenue and Adjusted EBITDA as the performance metrics and, to a far less extent, 2) the Bonus Incentive Program (“BIP”), a program applicable to more broad-based employees, with just Adjusted EBITDA as the metric, and targeted at 8% of base salary. For fiscal year 2024, because of the timing of developing the business plan less than a year after the closing of the acquisition of the Coherent predecessor company, leading to some challenges in forecasting for the newly-combined business, the Committee divided the fiscal year 2024 performance period for the main bonus program for executive officers into two halves, measured separately. In setting the goals for Revenue and Adjusted EBITDA, the Committee took into account various factors, including forecasted growth levels for the segments, markets and regions where the Company operates. The Committee set the target for Revenue slightly below prior year actual performance mainly due to market driven factors in our Consumer and Telecom product related areas. In light of these factors, the goals were considered rigorous, aggressive and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks we were facing. The Committee incorporated these measures in the fiscal year 2024 annual cash incentive programs in order to focus executive officers on the critical strategic priorities of top line revenue growth, cash flow generation and operating profitability. As noted above, Revenue for the year ended June 30, 2024 decreased 9% to $4,708 million, compared to $5,160 million for the prior fiscal year. Adjusted EBITDA for fiscal year 2024 was $1,001.2 million. Based on these Revenue and Adjusted EBITDA results, the Committee determined that achievement for the main bonus program for executive officers averaged over the two half-year periods was 30% of target. The 0% attainment for the second half period, and the 60% attainment in the first half period, clearly demonstrate the rigor of the targets and underscore the alignment between pay and performance in our executive compensation program. Long-Term Equity Incentives. Equity grants for our CEO and NEOs in fiscal year 2024 consisted of PSUs and RSUs, with the target value divided 60% PSUs / 40% RSUs for the CEO and 45% PSUs / 55% RSUs for the other NEOs. Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term shareholder value. The Committee structures the long-term incentive opportunity to motivate executive officers, including our NEOs, to achieve multi-year strategic goals and deliver sustained long-term value to shareholders, and to reward them for doing so. The PSUs granted in fiscal year 2024 are based 50% on cumulative Relative TSR 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 performance. If TSR is negative, the number of PSUs that may be earned is capped at target. No shares are earned if TSR is below the 25th percentile, and the shares earned are capped if TSR is at or above the 75th percentile. The other performance metric for the PSUs granted in fiscal year 2024, representing the other 50% of the opportunity, is cumulative cash flow from operations over a 3-year period, a true long-term measure. TSR ties executive officer compensation to shareholder value creation and aligns the interests and experience of executive officers with those of Coherent and its shareholders. Relative TSR filters out macroeconomic and other factors that are not within management’s control. Cash flow from operations focuses executive officers on the high priority of generating cash and increasing liquidity to service debt and to invest in the business.

  25. II. COMPENSATION PHILOSOPHY AND OBJECTIVES

    II. COMPENSATION PHILOSOPHY AND OBJECTIVES Pay-for-performance: We aim to incentivize our executive officers by creating a strong link between their performance and compensation. Therefore, a significant portion of the total compensation package provided to our executive officers is based on measures that reflect both our short- and long-term goals and performance, as well as the executive officer’s individual performance and impact on shareholder value. Alignment of executive officers’ interests with those of Coherent and its shareholders: Equity-based compensation constitutes a significant portion of our executive officers’ overall compensation opportunity. The Committee uses equity as the form for long-term incentive opportunities in order to incentivize and reward executive officers to (i) achieve multiyear strategic goals and (ii) deliver sustained long-term value to shareholders. The Committee believes using equity for the long-term incentives creates strong alignment between the interests of executive officers and the interests of our shareholders because it gives executive officers and shareholders a common interest in stock price performance. Granting equity also fosters an ownership culture among executive officers by making them shareholders with a personal stake in Coherent’s growth and success. Competitive compensation to attract and retain talent: To manage our business and carry out our strategy, we seek high-caliber executive officers and managers who have diverse experience, expertise, capabilities and backgrounds. In recruiting our executive officers and determining competitive pay levels, the Committee references the amounts and compensation structures of executive officers in the companies in our compensation peer group and in industry surveys.

  26. Compensation Program Governance

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

  27. Compensation Program Governance

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

  28. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities. The Committee has the power to retain an independent compensation consultant to assist in the performance of its duties and responsibilities. The Committee retained Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as its independent compensation consultant. Aon reported directly to the Committee, and the Committee had the sole authority to retain, terminate and obtain the advice of Aon at Coherent’s expense. The Committee selected Aon as its consultant because of the firm’s expertise and experience. The Committee worked with Aon to develop a compensation peer group, provide a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, report on share utilization, assess compensation risk, and review other market practices and trends and regulatory developments. While the Committee took into consideration the review and recommendations of Aon when making decisions about the executive compensation program, ultimately, the Committee made its own independent decisions about compensation matters. The Committee assessed the independence of Aon pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors set forth by the SEC and the NYSE with respect to a compensation consultant’s independence. The Committee also considered the nature and amount of work performed for the Committee and the fees paid for those services in relation to the firm’s total revenues. Based on its consideration of the foregoing and other relevant factors, the Committee concluded that there were no conflicts of interest, and that Aon is independent.

  29. Executive Compensation Competitive Market Information

    Executive Compensation Competitive Market Information In making determinations about executive compensation, the Committee believes that obtaining relevant market data is important, because it serves as a reference point for making decisions and provides very helpful context. When making decisions about the structure and component mix of the executive compensation program, the Committee considers the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies, as derived from public filings and other sources. The Committee, with the assistance of Aon, its independent compensation consultant, developed a peer group in the second half of fiscal year 2023. The criteria used to determine the peer group generally included: companies in the electronic components sector; revenue in the range of approximately 1/3 to 3 times Coherent’s revenue; and market capitalization in the range of 1/3 to 3 times Coherent’s market capitalization. Based on these criteria and considerations, the peer group selected for decisions relating to fiscal year 2024 executive compensation, as approved by the Committee, consisted of the following 23 companies, which were the same as the peer group used in the prior year:

  30. Fiscal Year 2024 Peer Group

    Fiscal Year 2024 Peer Group

  31. Fiscal Year 2024 Peer Group

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

  32. Fiscal Year 2024 Peer Group

    The following table summarizes our rank relative to this peer group. Financial data reflect fiscal year-end data available as of April 28, 2023.

  33. Fiscal Year 2024 Peer Group

    | | Revenues ($M) | | 75th Percentile | 8,338.80 | | 50th Percentile | 5,304.40 | | 25th Percentile | 3,414.50 | | Coherent | 5,000.0 | | Percentile Rank | 49% |

  34. Fiscal Year 2024 Peer Group

    | Data | source: S&P Capital IQ. |

  35. Fiscal Year 2024 Peer Group

    The Committee believes that the compensation practices of the peer group provide it with appropriate compensation reference points for determining the fiscal year 2024 compensation of the NEOs. Consistent with best practices for corporate governance, the Committee intends to review the peer group annually.

  36. Fiscal Year 2024 Components in General

    | Element | Description | Additional Detail | | Base Salary | Fixed cash compensation. Determined based on each executive officer’s role, individual skills, experience, performance, and external market value. | Base salaries are intended to provide stable compensation to executive officers, allow Coherent to attract and retain skilled executive talent and maintain a stable leadership team. | | Short-Term Incentives: Annual Cash Incentive Opportunities | Variable cash compensation based on the level of achievement of pre-determined annual corporate goals. Primary executive officer program: Goals Results Incentive Program (“GRIP”) (significantly larger proportion of total opportunity) Broad program applicable to many employees: Bonus Incentive Program (“BIP”) (significantly smaller proportion of total opportunity) Cash incentives are capped at a maximum of 200% of each NEO’s target opportunity. Performance against the corporate objectives must exceed a threshold level of performance in order to earn any credit toward a payout with respect to that goal. | Annual cash incentive opportunities are designed to ensure that executive officers are motivated to achieve Coherent’s annual goals; payout levels are generally determined based on actual financial results. | | Long-Term Incentives: Annual Equity-Based Compensation | Variable equity-based compensation. PSUs: Performance share units with three-year cliff vesting. For fiscal year 2024 grants, the applicable performance-based vesting measures were relative TSR and cash flow from operations. RSUs: Restricted stock units that are time-based with three-year ratable annual vesting. | Designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers. |

  37. Annual Cash Incentive Programs

    Annual Cash Incentive Programs The annual incentive programs for executive officers are cash-based plans that reward our NEOs for the achievement of key short-term objectives. The structure of the annual cash programs incentivize NEOs to achieve annual financial results that the Committee views as critical to the execution of our business strategy, with the intent ultimately of increasing shareholder value. In the Committee’s view, the most senior executive officers have the greatest responsibility for the performance of the Company, and consequently, the annual incentive programs for such executive officers utilize only pre-established objective Company performance measures, with no individual discretionary component. The Committee maintains two annual cash incentive programs, a primary executive officer program that accounts for the substantial majority of the opportunity (the Goals Results Incentive Program, or GRIP), and a second, smaller program that applies to a broader set of employees of the Company (the Bonus Incentive Program, or BIP). The bulk of the target opportunity is allocated to the primary executive officer program, the GRIP, with 8% of the target opportunity allocated to the broader program, the BIP. Target Opportunities The Committee determines a target cash incentive opportunity for each NEO under the annual cash incentive programs by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. The target incentive percentages remained unchanged from the prior year for the continuing NEOs. (Mr. Anderson, Mr. Martucci and Mr. Basso were not NEOs for fiscal year 2023.)

  38. Annual Cash Incentive Programs

    | NEO | Fiscal Year 2024 Target Cash Incentive Opportunity (%) | Fiscal Year 2023 Target Cash Incentive Opportunity (%) | | Richard J. Martucci | 55 | NA | | Walter R. Bashaw II | 85 | 85 | | Giovanni Barbarossa | 85 | 85 | | Ronald Basso | 75 | NA |

  39. Annual Cash Incentive Programs

    Mr. Anderson was ineligible to participate in the annual cash incentive programs in fiscal year 2024, having only joined the Company in the last month of the fiscal year. Dr. Mattera and Ms. Raymond terminated during fiscal year 2024, with the treatment of their annual cash incentives addressed in agreements with them relating to their separations. Please see “Compensation Related to Leadership Transitions” below. Primary Bonus Program (GRIP) The Committee believes that certain financial measures are key performance indicators of the present and future prospects of our business and key drivers of shareholder value, and selected the following two financial measures, equally weighted at 50% of the total GRIP opportunity, for use in this primary executive officer annual cash incentive program:

  40. Annual Cash Incentive Programs

    | • | Revenue (50%): The Committee selected Revenue as a measure because it focuses management on the critical strategic priority of generating top line growth, and is a leading indicator of corporate performance and value creation. |

  41. Annual Cash Incentive Programs

    For purposes of the GRIP, Revenue is defined as the amount reported in our audited financial statements.

  42. Annual Cash Incentive Programs

    | • | Adjusted EBITDA (50%): The Committee selected this metric in order to focus executive officers on the critical strategic priority of generating cash, in part to repay debt incurred in connection with the acquisition of the Coherent predecessor company. In addition, it is an important measurement of the Company’s liquidity and leverage ratio. The metric also focuses the NEOs on achieving and improving operating profitability, and giving a clear line of sight into how |

  43. Annual Cash Incentive Programs

    | achieving operating goals drives Coherent performance and generates rewards. The Committee viewed Adjusted EBITDA as a better measure than the metric it used in fiscal year 2023, net income, because its elimination of interest, taxes and depreciation and amortization make it more closely aligned with actual cash generation and profitability, excluding financing and other items. |

  44. Annual Cash Incentive Programs

    EBITDA is defined as earnings before interest expense, interest income, income taxes, depreciation and amortization. Adjusted EBITDA excludes non-GAAP adjustments for share-based compensation, certain restructuring, integration, and transaction expenses, debt extinguishment charges, start-up costs, and the impact of foreign currency exchange gains and losses. Restructuring charges include severance, non-cash impairment charges for production assets and improvements on leased facilities and other costs related to the 2023 Restructuring Plan. Integration, site consolidation and other costs include retention and severance payments, expenses not included in restructuring charges related to site closures as well as other integration costs related to the acquisition of Coherent, Inc. Transaction fees and financing includes debt extinguishment costs and various fees related to closing the Coherent transaction. Start-up costs in operating expenses were related to the start-up of new devices for new customer applications. For more information on the non-GAAP measures we use for our compensation performance metrics and how such non-GAAP measures are calculated, please see the earnings press release furnished with our Current Report on Form 8-K filed with the SEC on August 15, 2024. For a reconciliation of these non-GAAP measures to their most directly comparable financial measures calculated and presented in accordance with GAAP, please see Appendix B hereto. EBITDA is an adjusted non-GAAP financial measurement that is considered by management to be useful in measuring the profitability between companies within the industry by reflecting operating results of the Company excluding non-operating factors. There are limitations associated with the use of non-GAAP financial measures, including that such measures may not be entirely comparable to similarly titled measures used by other companies, due to potential differences among calculation methodologies. Thus, there can be no assurance whether (i) items excluded from the non-GAAP financial measures will occur in the future or (ii) there will be cash costs associated with items excluded from the non-GAAP financial measures. The Company compensates for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by providing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures. Investors should consider adjusted measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP. Threshold, Target and Maximum Performance Levels The Committee set the fiscal year 2024 threshold, target and maximum performance levels for the performance metrics. The Committee developed the performance metric targets in conjunction with our fiscal year 2024 business plan. In setting these goals, the Committee took into account various factors, including forecasted growth levels for the global economy, for the geographic areas where the Company operates and for our product markets. In light of all of these factors, these goals were considered rigorous, aggressive and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks we were facing. After setting the targets, the Committee also set the threshold and maximum performance levels. For the Revenue metric, the Committee set the threshold level at 85% of target performance. An achievement percentage of less than 85% of target would result in no achievement for the Revenue metric. The Committee set the maximum level of performance at 115% of target, a level that presented a significant challenge requiring exceptionally strong performance. For the Adjusted EBITDA measure, the Committee set the threshold level at 80% of target, and the maximum level at 115% of target. Fiscal Year 2024 Bifurcation of Performance Period On July 1, 2022 (the beginning of fiscal year 2023), the Company (then named II-VI) completed its acquisition of Coherent, Inc., a global provider of lasers and laser-based technology for scientific, commercial, and industrial customers, in a combined cash and stock transaction in accordance with an agreement dated March 25, 2021. The acquiror kept the Coherent name for the Company. In connection with this transaction, the businesses of the two predecessors were combined, and the operations of the two companies were integrated. At the time that the Company was developing the fiscal year 2024 budget plan, the two organizations had been combined for less than 12 months, and there were challenges in forecasting performance for the full fiscal year and accurately finalizing the plan, and thus setting appropriate performance targets. To address this temporary issue while maintaining the rigor of the GRIP program, the Committee bifurcated the fiscal year 2024 performance period into two halves. In the Committee’s view, utilizing two six-month performance periods not only maintained challenging performance goals, and kept the strong pay for performance alignment of the program, it also helped to improve the accuracy of targets and upheld the motivational aspect for the NEOs. For fiscal year 2025, the performance period for the GRIP reverted to being the full year. Payout Levels Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. The Committee defined payout curves for the Revenue metric and the Adjusted EBITDA metric which set out the amount to be paid depending on actual performance. In order to motivate performance and underscore the centrality of achieving target, the Committee set the payout for achieving the threshold level of performance at 30%, with the payout increasing through various bend points to 100% of the target opportunity for achieving target performance, and through additional bend points to 200% of the target opportunity for maximum performance or above. In order to receive any payout, the performance achievement for both of the metrics had to at least attain the threshold level. A failure to reach the threshold level on either metric would result in a zero payout for the applicable six-month performance period. Achievement above the maximum level is capped at the maximum payout of 200% of target. Fiscal Year 2024 Achievement As disclosed above, for the full fiscal year 2024, Revenue decreased 9% to $4,708 million. Revenue decreased in all four markets, with the largest decline, $270 million, or 43%, in the electronics market, primarily from lower volumes in the consumer electronics vertical, largely due to a design change implemented by a significant electronics customer. For the full fiscal year 2024, Adjusted EBITDA was $1,001.2 million. As described above, the Committee divided the performance period into two halves. The tables below set forth the fiscal year 2024 first half and second half performance goals and Coherent’s achievement against these goals. The Committee averaged the attainment for the first half, 60%, with the attainment for the second half, 0%, to derive an overall attainment for the GRIP annual cash incentive program of 30%.

  45. First Half of Fiscal Year 2024

    | Performance Metric | Relative Weighting (%) | Threshold ($ million) | Target ($ million) | Maximum ($ million) | Metric Achievement ($ million) | | Revenue | 50 | 1,980.9 | 2,330.5 | 2,680.1 | 2,184.5 | | Payout Percentage (% of Target) | | 85% | 100% | 115% | | | Adjusted EBITDA | 50 | 409.0 | 511.2 | 587.9 | 442.4 | | Payout Percentage (% of Target) | | 80% | 100% | 115% | | | Matrix Attainment | | | | | 60% |

  46. Second Half of Fiscal Year 2024

    | Performance Metric | Relative Weighting (%) | Threshold ($ million) | Target ($ million) | Maximum ($ million) | Metric Achievement ($ million) | | Revenue | 50 | 2,312.1 | 2720.1 | 3,128.1 | 2,523.2 | | Payout Percentage (% of Target) | | 85% | 100% | 115% | | | Adjusted EBITDA | 50 | 566.3 | 707.9 | 814.1 | 557.8 | | Payout Percentage (% of Target) | | 80% | 100% | 115% | | | Matrix Attainment | | | | | 0% |

  47. Second Half of Fiscal Year 2024

    Payout Determination As described above, the Committee verified achievement relative to the targets to determine the respective performance levels. Although the Company’s performance relative to the Revenue metric for the second half exceeded the threshold, performance relative to the Adjusted EBITDA did not, and consequently there was no payout under the applicable matrix. The 0% attainment for the second half period, and the only 60% attainment in the first half period, clearly demonstrate the rigor of the targets and underscore the alignment between pay and performance in our executive compensation program. The total payout under the GRIP annual cash incentive program for each NEO for fiscal year 2024 is reflected in the table below.

  48. Second Half of Fiscal Year 2024

    | NEO | Fiscal Year 2024 Base Salary ($) | Fiscal Year 2024 GRIP Target Cash Incentive Opportunity (as a % of Base Salary) (%) | Target Incentive ($) | Performance Attainment (%) | Total Fiscal Year 2024 Cash Incentive Payout Amount ($) | | Richard J. Martucci | 530,000 | 47 | 249,100 | 30 | 74,730 | | Walter R. Bashaw II | 575,000 | 77 | 442,750 | 30 | 132,825 | | Giovanni Barbarossa | 635,000 | 77 | 488,950 | 30 | 146,685 | | Ronald Basso | 480,000 | 67 | 321,600 | 30 | 96,480 |

  49. Second Half of Fiscal Year 2024

    Mr. Anderson was ineligible to participate in the annual cash incentive programs in fiscal year 2024, having only joined the Company in the last month of the fiscal year. Dr. Mattera and Ms. Raymond terminated during fiscal year 2024, with the treatment of their annual cash incentives addressed in agreements with them relating to their separations. Please see “Compensation Related to Leadership Transitions” below. Broad-Based Employee Bonus Program (BIP) As discussed above, the Company conducts a second annual cash incentive program, the Bonus Incentive Program, or BIP. Many full-time regular employees are eligible for this program, including the NEOs, in order to incentivize the broader employee population and align their interests with the interests of shareholders and the Company. The Committee viewed having one annual cash incentive program in which most employees participate as an effective way to get the whole Company aligned and working together to achieve a key goal or goals, underscoring commonality of interest across the organization. (For employees other than the NEOs, there is a component based on the segment of the Company’s business in which they are employed. For the NEOs, only the corporate measure is used.) For the NEOs, of the total annual cash incentive opportunity described above, 8% is allocated to the BIP. In part because of the broader participation of employees, the BIP utilizes quarterly payouts and quarterly cumulative year to date measurement periods, with a true up after year end. The Committee believes that certain financial measures are key performance indicators of the present and future prospects of our business and key drivers of shareholder value, and selected Adjusted EBITDA as the sole metric in the BIP. As noted in connection with the GRIP, the Committee selected this metric in order to focus executive officers on the critical strategic priority of generating cash, in part to repay debt incurred in connection with the acquisition of the Coherent predecessor company. In additions, it is an important measurement of the Company’s liquidity and leverage ratio. The metric also focuses the NEOs on achieving and improving operating profitability, and gives a clear line of sight into how achieving operating goals drives Coherent performance and generates rewards. The total annual cash incentive opportunity of the NEOs (e.g. the percentage of base salary) is spread across the GRIP and the BIP, with the majority being allocated to the GRIP and 8% being allocated to the BIP (e.g., 47% plus 8% equal the total of, for example, 55%). The Committee views the annual cash incentive opportunity as a whole, including the allocation to the performance metrics across both programs (in other words, the Committee considers the performance metrics in the two programs combined, rather than separately, and there is not overlap since they are viewed collectively). In the combined allocation among the performance metrics, Adjusted EBITDA is slightly higher because of the criticality of generating cash to pay down debt and invest in the business. The Committee set the fiscal year 2024 target for Adjusted EBITDA at the same level as the combined halves of the GRIP, $1,219.1 million. The Committee developed this target in conjunction with our fiscal year 2024 business plan. In setting this goal, the Committee took into account various factors, including forecasted growth levels for the global economy, for the geographic areas where the Company operates and for our product markets. In light of all of these factors, this goal was considered rigorous, aggressive and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks we were facing. After setting the target at the same level as the combined halves of the GRIP, the Committee also set the threshold and maximum performance levels. For the BIP, the Committee set the threshold level for the Adjusted EBITDA measure at 0% of target, and the maximum level at 200% of target. For the first three quarters of the year, if performance achievement translates to a payout, the Company pays 75% of the corresponding attainment based on the year-to-date actual performance as a percentage of the year-to-date budget amount. After the fourth quarter, the Committee determines the total full year achievement and full year payout, and makes a true-up payment to align with the final outcome. For the full fiscal year 2024, Adjusted EBITDA was $1,001.2 million. This represented 82.1% of the target, and was the payout percentage applicable to the target opportunity of 8% of base salary under the BIP. The total payout under the BIP annual cash incentive program for each NEO for fiscal year 2024 is reflected in the table below.

  50. Second Half of Fiscal Year 2024

    | NEO | Fiscal Year 2024 Base Salary ($) | Fiscal Year 2024 BIP Target Cash Incentive Opportunity (as a % of Base Salary) (%) | Target Incentive ($) | Performance Attainment (%) | Total Fiscal Year 2024 Cash Incentive Payout Amount ($) | | Richard J. Martucci | 530,000 | 8 | 42,400 | 82.1 | 34,808 | | Walter R. Bashaw II | 575,000 | 8 | 46,000 | 82.1 | 37,763 | | Giovanni Barbarossa | 635,000 | 8 | 50,800 | 82.1 | 41,703 | | Ronald Basso | 480,000 | 8 | 38,400 | 82.1 | 31,254 |

  51. Second Half of Fiscal Year 2024

    Mr. Anderson was ineligible to participate in the annual cash incentive programs in fiscal year 2024, having only joined the Company in the last month of the fiscal year. Dr. Mattera and Ms. Raymond terminated during fiscal year 2024, with the treatment of their annual cash incentives addressed in agreements with them relating to their separations. Please see “Compensation Related to Leadership Transitions” below.

  52. Long-Term Incentives

    Long-Term Incentives The third and largest component of the Coherent executive compensation program is long-term equity incentives. Long-term equity incentive awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term shareholder value. The Committee designed the long-term incentive opportunity to motivate and reward Coherent’s executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of Coherent’s shareholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed over the required term, and they foster an ownership culture among Coherent’s executive officers by making them shareholders with a personal stake in the value they are intended to create. Equity Vehicles and Mix: PSUs and RSUs The mix of long-term incentives granted to the NEOs in fiscal year 2024 is shown below:

  53. Long-Term Incentives

    | Equity Vehicle | Fiscal Year 2024 Allocation | Vesting Period | How Value is Delivered | Rationale for Use | | PSUs | 60%(CEO) (45% NEOs) | 3-year cliff | Fiscal Year 2024-2026 Relative TSR (50%) | • TSR ties executive officer compensation to shareholder value creation • Use of relative TSR to filter macroeconomic and other factors where management may have limited ability to influence | | | | | Fiscal Year 2024-2026 Operating Cash Flow (50%) | • Prioritizes the critical strategic priority of generating cash to repay debt incurred in connection with the acquisition of the Coherent predecessor company • Aligns with role of cash flow as a key driver of long-term value • Gives management more direct control over outcome | | RSUs | 40%(CEO) (55% NEOs) | 3-year ratable annual vesting | Value of stock | • Aligns with shareholders • Promotes retention • Provides value even during periods of stock price or market underperformance |

  54. Long-Term Incentives

    The Committee structured the mix of equity vehicles and the relative weight assigned to each type of award for the following reasons: 1) to motivate relative stock price outperformance over the long term through the PSUs, and 2) to ensure some amount of value delivery through the RSUs, which are complementary because they have upside potential but deliver some value even during periods of stock price underperformance, while also reinforcing an ownership culture and commitment to Coherent. Long Term Incentive Opportunities The Committee established long-term incentive opportunities for each of the NEOs in August 2023, considering the following:

  55. Long-Term Incentives

    | • | the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the peer group companies; |

  56. Long-Term Incentives

    | • | individual performance and criticality of, and expected future contributions of the NEO; |

  57. Long-Term Incentives

    | • | time in role, skills and experience; and |

  58. Long-Term Incentives

    | • | retention considerations. |

  59. Long-Term Incentives

    Fiscal Year 2024 Grants of PSUs and RSUs As described above, the Committee established the mix of equity vehicles for fiscal year 2024 as 60% PSUs / 40% RSUs for the CEO (Dr. Mattera) and 45% PSUs / 55% RSUs for the other NEOs. Having joined only in the last month of the fiscal year, Mr. Anderson was ineligible to receive regular annual incentive grants in fiscal year 2024. In his position as interim CFO, Mr. Martucci did not receive the same allocation of long-term incentives as the other NEOs, although the Committee awarded him a one-time grant of RSUs valued at approximately $500,000 in recognition of his service in this role and to further align his interests with the Company and shareholders. In determining the target number of PSUs and RSUs awarded to meet the compensation level approved for an NEO, the Committee starts with the target grant value and divides it by the closing stock price on the grant date. The resulting number of shares is then allocated to PSUs and RSUs in accordance with the proportions in the preceding paragraph. The PSUs had a three-year performance period, beginning July 1, 2023 and ending June 30, 2026. For the performance metrics of the PSUs, 50% is based on relative Total Shareholder Return, or relative TSR, for the fiscal year 2024-26 performance period. Coherent’s TSR is ranked relative to companies in the S&P Composite 1500–Electronic Equipment, Instruments & Components Index. Comparing Coherent’s performance against the TSR of an index rewards NEOs for driving performance greater than or equal to similar companies, as the index companies are all generally subject to the same market factors as Coherent. The Committee determined to use percentile rank because doing so aligned with the predominant practice among the peer group. The Committee selected the S&P Composite 1500 – Electronic Equipment, Instruments & Components Index as the relevant index because it is made up of a large roster of durable companies that are similar in size to Coherent. The actual number of PSUs earned will be based on the percentile rank of Coherent’s TSR relative to the TSRs of the companies in the peer group as described in the following table.

  60. Long-Term Incentives

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

  61. Long-Term Incentives

    Interpolation would be used to determine payout levels in between thresholds. To achieve a threshold payout, TSR must rank at or above the 25th percentile. The number of PSUs earned is capped at 100% of target if absolute TSR is negative for the performance period. The Committee views the inclusion of a metric that includes TSR as critical because it ties executive officer compensation with the creation of shareholder value and aligns the interests of executive officers with those of Coherent and its shareholders. By measuring Coherent’s performance relative to peers, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management. Additionally, it provides rewards that are more directly aligned with performance through different economic cycles. The other 50% of performance under the PSUs is based on operating cash flow for the fiscal year 2024-26 performance period. This metric emphasizes the great importance of generating cash to repay debt incurred in connection with the acquisition of the Coherent predecessor company. Before the conclusion of the three-year performance period, we do not publicly disclose our specific performance measure targets and the corresponding thresholds and maximums because of the potential for competitive harm from such disclosure. These measures are competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The Committee believes that it has set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. After the end of the performance period, the targets and achievement relative to such targets will be disclosed. The PSUs cliff vest at the end of the three-year performance period. The RSUs vest ratably over a three-year period. Fiscal Year 2024 Grants

  62. Long-Term Incentives

    | NEO | Target Value ($) | PSUs ($) | PSUs (#) | RSUs ($) | RSUs (#) | | Vincent D. Mattera, Jr. | 9,500,000 | 5,700,000 | 151,475 | 3,800,000 | 100,984 | | Richard J. Martucci(1) | NA | 74,350 | 1,976 | 173,400 | 4,823 | | Walter R. Bashaw II | 2,000,000 | 900,000 | 23,918 | 1,100,000 | 29,232 | | Giovanni Barbarossa | 2,200,000 | 990,000 | 26,309 | 1,210,000 | 32,156 | | Ronald Basso | 1,400,000 | 630,000 | 16,742 | 770,000 | 20,463 |

  63. Long-Term Incentives

    | (1) In connection with his appointment as Interim CFO, to further align his interests with the Company and shareholders, the Committee granted Mr. Martucci RSUs that vest over a two-year period valued at approximately $500,000. Please see “Compensation Related to Leadership Transitions” below. |

  64. Long-Term Incentives

    Mr. Anderson did not begin employment with the Company until June 2024 and did not receive a regular annual grant for fiscal year 2024. Ms. Raymond did not receive a regular annual grant for fiscal year 2024, with certain grants and the treatment of her equity addressed in the agreement relating to her separation. Please see “Compensation Related to Leadership Transitions” below. Fiscal Year 2022-24 PSUs In fiscal year 2022, the Committee granted PSUs with performance-based vesting requirements for the three-year performance period of fiscal years 2022-2024 based on cumulative Relative TSR. The comparator group was the S&P Composite 1500—Electronic Equipment, Instruments & Components (Industry). The fiscal year 2022 PSUs were to be earned based on a single metric, Relative TSR—our total shareholder return relative to returns on the S&P Composite 1500—Electronic Equipment, Instruments & Components (Industry) as described in the following table.

  65. 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) |

  66. 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%. |

  67. Long-Term Incentives

    The Committee determined that the cumulative relative TSR for the period, and the rank of such performance, translated to an earned percentage of 80%. The Committee then multiplied this earned payout percentage by the number of PSUs originally granted to determine the numbers of PSUs earned, which were as follows:

  68. Long-Term Incentives

    | NEO | Fiscal PSUs Granted (#) | Total PSUs Earned (#) | | Vincent D. Mattera, Jr. | 38,113 | 30,490 | | Walter R. Bashaw II | 10,820 | 8,656 | | Giovanni Barbarossa | 11,452 | 9,161 | | Ronald Basso | 943 | 754 | | Mary Jane Raymond | 12,302 | 9,841 |

  69. Compensation Related to Leadership Transitions

    Compensation Related to Leadership Transitions New CEO Compensation Effective June 3, 2024 (the “Start Date”), we entered into an Offer Letter with Mr. Anderson in connection with his appointment as our CEO. Under the Offer Letter, Mr. Anderson’s compensation consists of 1) regular ongoing components and 2) sign-on components. Mr. Anderson’s base salary was set in connection with his hiring and the related arm’s length negotiations, and the Committee and the Board took into account and considered peer group data, role and responsibilities, recognition for achievements, regulatory or contractual requirements, budgetary constraints, his prior experience as a CEO and market trends. Mr. Anderson’s fiscal year 2025 target pay mix contains approximately 93% “at risk,” consistent with prior practice. The sign-on components are generally intended as “make whole” compensation for the potential bonus and equity forfeited by Mr. Anderson in connection with his departure from his prior employer, given the timing of the transition. As discussed above, Mr. Anderson was not eligible to participate in the fiscal year 2024 annual cash incentive programs and was not granted any regular annual PSUs or RSUs in respect of fiscal year 2024 because he was appointed as our CEO effective during the last month of the fiscal year. Mr. Anderson’s regular ongoing compensation components consist of:

  70. Compensation Related to Leadership Transitions

    | • | beginning in fiscal year 2025 (he did not receive an annual cash incentive opportunity for fiscal year 2024), an annual cash incentive programs target opportunity of 150% of his base salary (below the target opportunity of Dr. Mattera) |

  71. Compensation Related to Leadership Transitions

    | • | a long-term incentive equity opportunity of $12.0 million for fiscal year 2025 (he did not receive a regular annual long-term incentive equity grant in respect of fiscal year 2024), in the form of 60% PSUs and 40% RSUs. As an inducement to his acceptance of the Company’s offer of employment, the fiscal year 2025 PSUs and RSUs were granted on June 3, 2024 as part of his sign-on inducement equity awards. He will not receive any further regular annual grants in fiscal year 2025. |

  72. Compensation Related to Leadership Transitions

    | • | a cash sign-on bonus in the amount of $500,000. If Mr. Anderson’s employment with the Company terminates before the second anniversary of the Start Date either by his voluntary resignation other than for “good reason” or by the Company for “cause” (as such terms are defined in the Offer Letter), then Mr. Anderson will be required to promptly repay to the Company the full gross amount of the sign-on bonus. |

  73. Compensation Related to Leadership Transitions

    | • | an inducement equity award that is in the form of performance-based PSUs with a value of $32.4 million. The PSUs will be earned over an approximate 3-year performance period (beginning on June 3, 2024 and ending on the last day of fiscal year 2027) based on Relative TSR performance similar to the Company’s fiscal year 2024 Relative TSR PSU awards, but with (i) target (100%) payout set at 55th percentile achievement, and (ii) the maximum payout (250%) set at the 75th percentile achievement or better. By establishing the target at the 55th percentile, the Committee established that relative TSR must be greater than the median in order to achieve the target payout, which provides an extra degree of rigor to these inducement PSUs. |

  74. Compensation Related to Leadership Transitions

    | • | an inducement equity award in the form of RSUs with a value of $3.6 million, with annual vesting over three years starting on June 3, 2025. |

  75. Compensation Related to Leadership Transitions

    In determining the value of the entirely performance-based inducement PSUs to grant, the Committee recognized the fact that Mr. Anderson was already a sitting CEO of a significant semiconductor company, and reviewed Mr. Anderson’s equity holdings from prior years as publicly disclosed, as well as what he received in 2024. All of the inducement grant PSUs and RSUs were make-whole amounts that recognized what he was giving up at the then-current level of performance by joining Coherent. The value of the combined make-whole PSU and RSU grants as determined by the Committee was approximately $36 million, of which 90% was performance-based and 10% was time-based. Having set that value, and to be fair, and in an effort to use an amount designed to more accurately reflect a reasonable value (and to avoid the volatility of using a spot price), the actual numbers of PSUs and RSUs granted to Mr. Anderson were determined by taking the applicable values and dividing them by the average of the closing prices for the 30 calendar days preceding the date of grant. Although the Committee set the value at a level designed merely to make Mr. Anderson whole for what he was giving up at his prior employer, the value of the grants reported below in the Summary Compensation Table differed significantly for the following reasons. While the Committee had used a 30-day average price, the stock price had generally increased during the 30-day period, and was higher at the end of the measurement period. The stock price on May 31, 2024, the last day before the announcement of Mr. Anderson’s appointment, was $57.06. The announcement of Mr. Anderson’s appointment as the next CEO generated a very strong positive response as reflected in the stock price, and on the day of the announcement, the stock price closed at $70.10, a nearly 23% increase. The increase over the 30-day average value considered by the Committee was even greater. In the compensation tables below, the SEC proxy rules require that equity grants must be valued in accordance FASB Accounting Standards Codification Topic 718 (“Topic 718”). In general, under Topic 718, RSUs are valued using the closing price on the date of grant (which was meaningfully higher than the average price used by the Committee). For the PSUs, this situation was compounded even further. Not only was the closing price on the grant date much higher than the average price for the preceding 30 days, but because PSUs with a relative stock price metric must be valued using a Monte Carlo simulation valuation model, and because of the tremendous stock price increase, and because one factor in the valuation is the maximum payout of 250%, the valuation under Topic 718 and as reported in the tables below was substantially higher than the amount considered by the Committee. Thus, ironically, the high value of the inducement grants reported below was driven to a large degree by the market’s favorable response to the news of Mr. Anderson’s appointment. The new hire grants do have some inherent and structural risk management features. The sign-on PSUs provide value to Mr. Anderson only if he drives the creation of substantial value for all shareholders and relative stock price outperformance. In addition, he is subject to the Company’s clawback policy and the stock ownership guidelines. If Mr. Anderson were to be terminated without cause or if he voluntary resigned for good reason, then, subject to his timely execution and non-revocation of a release of claims, he will be eligible to receive severance payments and benefits set forth in the Offer Letter that are generally consistent with the terms of the Company’s Executive Severance Plan, except that the amounts will be based on a 2x multiple for a “Qualifying Termination” during a “Non-CIC Period” and a 3x multiple during a “CIC Period” (as those terms are defined in the Offer Letter). In case of a Qualifying Termination during a Non-CIC Period, the inducement PSUs described below will be determined based on Relative TSR performance through the date of termination and immediately paid out on a prorated basis (after credit for an additional 12 months of service) at the greater of target or actual performance. The Offer Letter includes restrictive covenants consistent with those applicable under the Executive Severance Plan, but excluding covenants related to not competing with the Company and not soliciting Company customers. The equity inducement awards will have vesting treatment on termination of employment or “change in control” (as defined in the Coherent Corp. Omnibus Incentive Plan) consistent with the Company’s standard terms for executive officers, as modified by the Offer Letter as described above. Former CEO Compensation On February 17, 2024, the Company and Dr. Mattera entered into an agreement (the “CEO Succession Agreement”) with provisions relating to compensation and termination that were designed to compensate Dr. Mattera for his continued service as CEO for the indeterminate period while the Company sought to recruit a new CEO. Under the CEO Succession Agreement, while the Company conducted its search process, Dr. Mattera agreed to continue to serve the Company as the CEO. The CEO Succession Agreement provided that on whatever date a new CEO eventually commenced employment, Dr. Mattera’s employment would be terminated. If no candidate had accepted by November 15, 2024, Dr. Mattera could end his service on December 31, 2024. The CEO Succession Agreement provided for the continued duties and compensation of Dr. Mattera during his service as CEO generally consistent with the terms of his Employment Agreement with the Company dated August 23, 2022 (the “Employment Agreement”) in order to compensate Dr. Mattera for his continued service as CEO for the indeterminate period while the Company sought to recruit a new CEO, except that (i) his annual cash incentive award for fiscal year 2024 would not be less than the target amount, and (ii) he would receive a grant of annual equity awards for fiscal year 2025 (to be granted in August 2024) at not less than the grant value of the fiscal year 2024 annual equity awards (granted in August 2023) to be made entirely as RSUs. The CEO Succession Agreement provided that Dr. Mattera’s termination is treated as a termination for “Good Reason” under the terms of the Employment Agreement, entitling Dr. Mattera to the severance benefits provided under the Employment Agreement for such a termination, subject to the requirements under the Employment Agreement that he provide the Company with a release of claims and that he complies with all applicable post-employment covenants. In addition, even though he had agreed to continue to serve as CEO during the transition up to the end of calendar 2024, if, before the grant of the fiscal year 2025 equity award (in August 2024), his service ends (which it did), the amount of the severance benefits will be increased by the intended grant date fair value of the fiscal year 2025 equity (which award therefore was not granted). Having agreed to serve as long as necessary up to calendar year end, a period which included the start of the Company’s fiscal year 2025, the CEO Succession Agreement provided that he would continue to be compensated in a manner similar to prior years, including an annual equity grant or its equivalent.

  76. Compensation Related to Leadership Transitions

    | • | For fiscal year 2024, Ms. Raymond was eligible to earn annual cash incentive compensation under the Company’s BIP and GRIP programs based on her target award amounts under those programs. Actual amounts payable were to the minimum of 100% of the target or at the actual payout if above 100%. She received $531,250 in respect of these programs. |

  77. Compensation Related to Leadership Transitions

    | • | Ms. Raymond received equity awards as follows: 16,261 RSUs, valued at approximately $470,000, and 13,304 PSUs, valued at approximately $378,000, consistent with the fiscal year 2024 award design for other executive officers. |

  78. V. ADDITIONAL COMPENSATION POLICIES AND PRACTICES

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

  79. Timing of Equity Awards

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

  80. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation of the NEOs for the fiscal years 2024, 2023 and 2022, discussed in this proxy document. All footnote references and explanatory statements relate to fiscal year 2024, unless otherwise noted.

  81. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | James R. Anderson(5) | 2024 | 81,538 | 100,915,375 | — | — | 500,096 | 101,497,009 | | Chief Executive Officer | | | | | | | | | Vincent D. Mattera, Jr.(6) | 2024 | 1,060,096 | 9,980,211 | — | 2,250,000 | 15,520,845 | 28,811,152 | | Former Chief Executive Officer | 2023 | 1,125,000 | 13,135,025 | — | 65,456 | 1,110,175 | 15,435,656 | | | 2022 | 980,000 | 6,800,471 | — | 2,174,791 | 772,657 | 10,727,919 | | Richard Martucci(7) | 2024 | 485,000 | 754,083 | — | 109,538 | 25,400 | 1,374,021 | | Interim Chief Financial Officer and Interim Treasurer | | | | | | | | | Mary Jane Raymond(8) | 2024 | 483,173 | 848,833 | — | 531,250 | 894,499 | 2,757,755 | | Former Chief Financial Officer and Treasurer | 2023 | 625,000 | 4,106,610 | — | 36,381 | 49,794 | 4,817,785 | | | 2022 | 550,000 | 2,195,109 | — | 517,145 | 41,956 | 3,304,210 | | Walter R. Bashaw II(9) | 2024 | 575,000 | 2,075,855 | — | 170,588 | 52,332 | 2,873,775 | | Former President | 2023 | 575,000 | 3,868,315 | — | 33,498 | 48,523 | 4,525,336 | | | 2022 | 515,000 | 1,930,676 | — | 484,955 | 47,242 | 2,977,873 | | Giovanni Barbarossa | 2024 | 635,000 | 2,283,441 | — | 188,388 | 58,292 | 3,165,121 | | Chief Strategy Officer and President, Materials Segment | 2023 | 635,000 | 4,330,141 | — | 33,840 | 53,442 | 5,052,423 | | | 2022 | 540,000 | 2,043,444 | — | 502,215 | 44,804 | 3,130,463 | | Ronald Basso(10) | 2024 | 480,000 | 1,453,096 | — | 127,734 | 45,661 | 2,106,491 | | Chief Legal and Compliance Officer & Secretary | | | | | | | |

  82. 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 14 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, 2024. 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. |

  83. 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 2024 PSUs, which have a single rTSR metric, this was calculated based on a Monte Carlo simulation fair value as of the grant date. This amount was $43.97 per share for the awards granted to the NEOs on August 31, 2023, $27.99 per share for the award granted to Mary Jane Raymond on September 21, 2023 and $130.54 per share for the award granted to Jim Anderson on June 3, 2024. |

  84. SUMMARY COMPENSATION TABLE

    | (3) Amounts reflect the cash awards earned by our NEOs under our two annual cash incentive programs, the BIP and the GRIP, which are discussed in further detail in the “Compensation Discussion and Analysis” section of this proxy statement. The cash awards earned by Dr. Mattera, Mr. Martucci, Ms. Raymond, Mr. Bashaw, Dr. Barbarossa and Mr. Basso under the BIP for fiscal year 2024 were $90,000, $34,808, $50,000, $37,763, $41,703 and $31,254, respectively. The cash awards earned by Dr. Mattera, Mr. Martucci, Ms. Raymond, Mr. Bashaw, Dr. Barbarossa and Mr. Basso under the GRIP for fiscal year 2024 were $2,160,000, $74,730, $481,250, $132,825, $146,685 and $96,480, respectively. |

  85. SUMMARY COMPENSATION TABLE

    | (4) Amounts reflect each of the following items listed below in (a) through (d). |

  86. SUMMARY COMPENSATION TABLE

    | (a) Premiums paid for life and disability insurance and the Company’s contributions under the Company’s 401(k) retirement plan, which is qualified under Section 401(a) of the Code, and the Deferred Compensation Plan, a non-qualified deferred compensation plan for certain management and certain other highly compensated employees. The Company contributions are matching contributions earned in fiscal year 2024 for the 2023 calendar year. |

  87. SUMMARY COMPENSATION TABLE

    | Name | Fiscal Year | Company Matching Contribution to 401k Plan ($) | Company Discretionary Retirement Plan Contribution ($) | Company Contribution to Deferred Contribution Plan ($) | | James R. Anderson | 2024 | — | — | — | | Vincent D. Mattera, Jr. | 2024 | 11,239 | — | 33,750 | | Richard Martucci | 2024 | 10,563 | 9,764 | — | | Mary Jane Raymond | 2024 | 11,500 | — | — | | Walter R. Bashaw II | 2024 | 11,500 | 26,760 | 11,750 | | Giovanni Barbarossa | 2024 | 10,578 | 30,000 | 14,150 | | Ronald Basso | 2024 | 11,500 | 21,000 | — |

  88. SUMMARY COMPENSATION TABLE

    | (b) For James R. Anderson, a sign-on bonus in the gross amount of $500,000. |

  89. SUMMARY COMPENSATION TABLE

    | (c) For Vincent D. Mattera, Jr., a severance payment of $15,317,112 which is discussed in further detail in the “Compensation Discussion and Analysis” Section of this Proxy Statement and unused paid-time-off payments of $129,808. In addition, we maintain an arrangement with a third-party travel service for use of chartered aircraft and associated ground travel as necessary. Infrequently, Dr. Mattera used a flight for personal purposes, and his spouse accompanied him when a flight was already going to a specific destination for a business purpose. The incremental cost to the Company of Dr. Mattera’s personal flights for fiscal year 2024 has been calculated to be $11,352, based on the amounts paid to the third-party travel service for such personal flights. |

  90. SUMMARY COMPENSATION TABLE

    | (d) For Mary Jane Raymond, a severance payment of $794,255 which is discussed in further detail in the “Compensation Discussion and Analysis” Section of this Proxy Statement and unused paid-time-off payments of $72,115. |

  91. SUMMARY COMPENSATION TABLE

    | (5) James R. Anderson was a NEO for the first time for fiscal year 2024. His appointment to Chief Executive Officer and a Class One member of the Company’s Board became effective on June 3, 2024 and his appointment as President became effective on September 1, 2024. |

  92. SUMMARY COMPENSATION TABLE

    | (6) Vincent D. Mattera, Jr. exited his position as Chief Executive Officer and resigned as a Class One member of the Company’s Board, effective on June 3, 2024, immediately before James R. Anderson’s appointments. |

  93. SUMMARY COMPENSATION TABLE

    | (7) Richard Martucci was a NEO for the first time for fiscal year 2024. His appointment as Interim Chief Financial Officer and Interim Treasurer became effective on September 30, 2023. |

  94. SUMMARY COMPENSATION TABLE

    | (8) Mary Jane Raymond’s last day serving as Chief Financial Officer and Treasurer was September 29, 2023. On September 30, 2023, she continued her employment with the Company as a non-executive employee reporting to the Chief Executive Officer. Her employment with the Company ended on April 1, 2024. |

  95. SUMMARY COMPENSATION TABLE

    | (9) Walter R. Bashaw II exited from the Company, effective September 6, 2024. He was replaced as President by CEO James R. Anderson effective on September 1, 2024. |

  96. SUMMARY COMPENSATION TABLE

    | (10) Ronald Basso was a NEO for the first time for fiscal year 2024. |

  97. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024 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 2024.

  98. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024

    | 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 # | | | | James R. Anderson | 6/3/2024 | — | — | — | 347,004 | 694,007 | 1,735,018 | — | 90,595,674 | | | 6/3/2024 | — | — | — | — | — | — | 147,214 | 10,319,701 | | Vincent D. Mattera, Jr. | — | — | 90,000 | 180,000 | — | — | — | — | — | | | — | — | 2,160,000 | 4,320,000 | — | — | — | — | — | | | 8/31/2023 | — | — | — | 37,869 | 75,738 | 151,476 | — | 3,330,200 | | | 8/31/2023 | — | — | — | 37,869 | 75,737 | 151,474 | — | 2,849,983 | | | 8/31/2023 | — | — | — | — | — | — | 100,984 | 3,800,028 | | Richard Martucci | — | — | 42,400 | 84,800 | — | — | — | — | — | | | — | — | 249,100 | 498,200 | — | — | — | — | — | | | 8/31/2023 | — | — | — | 494 | 988 | 1,976 | — | 43,442 | | | 8/31/2023 | — | — | — | 494 | 988 | 1,976 | — | 37,178 | | | 8/28/2023 | — | — | — | — | — | — | 4,823 | 173,435 | | | 11/28/2023 | — | — | — | — | — | — | 13,855 | 500,027 | | Mary Jane Raymond | — | — | 50,000 | 100,000 | — | — | — | — | — | | | — | — | 481,250 | 962,500 | — | — | — | — | — | | | 9/21/2023 | — | — | — | 3,326 | 6,652 | 13,304 | — | 186,189 | | | 9/21/2023 | — | — | — | 3,326 | 6,652 | 13,304 | — | 192,376 | | | 9/21/2023 | — | — | — | — | — | — | 16,261 | 470,268 | | Walter R. Bashaw II | — | — | 46,000 | 92,000 | — | — | — | — | — | | | — | — | 442,750 | 885,500 | — | — | — | — | — | | | 8/31/2023 | — | — | — | 5,980 | 11,959 | 23,918 | — | 525,837 | | | 8/31/2023 | — | — | — | 5,980 | 11,989 | 23,918 | — | 450,017 | | | 8/31/2023 | — | — | — | — | — | — | 29,232 | 1,100,000 | | Giovanni Barbarossa | — | — | 50,800 | 101,600 | — | — | — | — | — | | | — | — | 488,950 | 977,900 | — | — | — | — | — | | | 8/31/2023 | — | — | — | 6,578 | 13,155 | 26,310 | — | 578,425 | | | 8/31/2023 | — | — | — | 6,577 | 13,154 | 26,308 | — | 494,985 | | | 8/31/2023 | — | — | — | — | — | — | 32,156 | 1,210,031 | | Ronald Basso | — | — | 38,400 | 76,800 | — | — | — | — | — | | | — | — | 321,600 | 643,200 | — | — | — | — | — | | | 8/31/2023 | — | — | — | 4,186 | 8,371 | 16,742 | — | 368,073 | | | 8/31/2023 | — | — | — | 4,186 | 8,371 | 16,742 | — | 315,001 | | | 8/31/2023 | — | — | — | — | — | — | 20,463 | 770,023 |

  99. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024

    | (1) These columns show the range of potential payouts for awards made to our NEOs in fiscal year 2024 under our two annual cash incentive programs, the GRIP and the BIP, assuming the target or maximum goals are satisfied with respect to the applicable performance measures underlying the awards. Mr. Anderson was not eligible in fiscal year 2024 for annual non-equity incentive plan 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 2024 were significantly below target and 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. |

  100. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024

    | (2) These columns show the range of pay-outs of PSU awards granted to our NEOs in fiscal year 2024 under the Amended and Restated 2018 Omnibus Incentive Plan and Coherent Corp. Omnibus Incentive Plan if threshold, target or maximum goals are achieved. See “Long-Term Incentives” starting on page 51. |

  101. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024

    | (3) This column shows the number of shares underlying the RSU awards granted to our NEOs in fiscal year 2024 under Amended and Restated 2018 Omnibus Incentive Plan and Coherent Corp. Omnibus Incentive Plan. For all NEOs other than Richard Martucci, these awards are subject to annual vesting of one-third of the award over three years. Mr. Martucci’s awards are subject to annual vesting of one-half of the award over two years. |

  102. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024

    | (4) This column shows the full grant date fair value of the stock awards reported in this table, which were computed in accordance with FASB ASC Topic 718. Generally, the full grant date fair value of an award is the amount the Company would expense in its financial statements over the award’s vesting period as determined at the grant date. See footnotes 1 and 2 to the Summary Compensation Table and Note 14 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for fiscal year 2024 for additional information about the assumptions used in determining the grant date fair value of RSUs and PSUs (except that any estimate of forfeitures for service-based conditions have been disregarded). |

  103. 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, 2024.

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | 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) | | James R. Anderson | — | — | — | — | 147,214 | $10,667,126 | 694,007 | $50,287,747 | | Vincent D. Mattera, Jr. | — | — | — | — | 257,727 | $18,674,898 | 217,962 | $15,793,527 | | | 50,113 | — | $17.84 | 8/15/2025 | — | — | — | — | | | 71,040 | — | 21.67 | 8/20/2026 | — | — | — | — | | | 30,120 | — | 35.25 | 8/18/2027 | — | — | — | — | | | 54,180 | — | 49.90 | 8/28/2028 | — | — | — | — | | | 97,936 | — | 36.08 | 1/28/2030 | — | — | — | — | | Richard Martucci | — | — | — | — | 21,408 | $1,551,224 | 3,133 | $227,017 | | | 900 | — | $49.90 | 8/28/2028 | — | — | — | — | | | 1,992 | — | 36.56 | 8/28/2029 | — | — | — | — | | Mary Jane Raymond | — | — | — | — | 9,841 | $713,079 | 30,456 | $2,206,842 | | | 7,880 | — | $35.25 | 8/18/2027 | — | — | — | — | | | 17,160 | — | 49.90 | 8/28/2028 | — | — | — | — | | | 28,468 | — | 36.56 | 8/28/2029 | — | — | — | — | | Walter R. Bashaw II | — | — | — | — | 76,527 | $5,545,146 | 39,336 | $2,850,287 | | | 19,080 | — | $39.95 | 10/05/2028 | — | — | — | — | | | 25,800 | — | 36.56 | 8/28/2029 | — | — | — | — | | Giovanni Barbarossa | — | — | — | — | 84,358 | $6,112,581 | 43,268 | $3,135,199 | | | 14,640 | — | $35.25 | 8/18/2027 | — | — | — | — | | | 17,760 | — | 49.90 | 8/28/2028 | — | — | — | — | | | 27,080 | — | 36.56 | 8/28/2029 | — | — | — | — | | Ronald Basso | — | — | — | — | 32,745 | $2,372,703 | 27,535 | $1,995,186 |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (1) These columns show the number of shares underlying stock options that were outstanding as of June 30, 2024. 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. |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (2) This column shows the number of restricted shares or RSUs outstanding as of June 30, 2024, and includes PSUs with a performance period ending on June 30, 2024, which are included in the column after adjustment for performance results. These awards will vest as set forth in the following table: |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Shares Vesting in July 2024 | Shares Vesting in August 2024 | Shares Vesting in November 2024 | Shares Vesting in December 2024 | Shares Vesting in June 2025 | Shares Vesting in August 2025 | Shares Vesting in November 2025 | Shares Vesting in June 2026 | Shares Vesting in August 2026 | Shares Vesting in June 2027 | Total Unvested Shares | | James R. Anderson | — | — | — | — | 49,071 | — | — | 49,071 | — | 49,072 | 147,214 | | Vincent D. Mattera, Jr. | — | 30,490 | — | 227,237 | — | — | — | — | — | — | 257,727 | | Richard Martucci | — | 3,436 | 6,928 | — | — | 2,508 | 6,927 | — | 1,609 | — | 21,408 | | Mary Jane Raymond | — | 9,841 | — | — | — | — | — | — | — | — | 9,841 | | Walter R. Bashaw II | 17,810 | 31,519 | — | — | — | 17,454 | — | — | 9,744 | — | 76,527 | | Giovanni Barbarossa | 20,354 | 34,085 | — | — | — | 19,199 | — | — | 10,720 | — | 84,358 | | Ronald Basso | — | 13,706 | — | — | — | 12,218 | — | — | 6,821 | — | 32,745 |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (3) These values are based on the closing market price of the Common Stock on June 28, 2024, the last trading day of our fiscal year, of $72.46 per share. |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (4) This column shows the number of unvested PSUs outstanding as of June 30, 2024, that were granted for fiscal years 2023 and 2024. Based on performance through the end of the last fiscal year these amounts consist of shares underlying awards assuming target performance for fiscal year 2023 PSUs and fiscal year 2024 PSUs. These awards will vest as set forth in the following table, subject to actual performance results for the applicable performance period: |

  110. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Fiscal Year 2023 PSU Shares Vesting in June 2025 | Fiscal Year 2024 PSU Shares Vesting in June 2026 | Fiscal Year 2024 PSU Shares Vesting in June 2027 | Total Unvested Shares | | James R. Anderson | — | — | 694,007 | 694,007 | | Vincent D. Mattera, Jr. | 66,487 | 151,475 | — | 217,962 | | Richard Martucci | 1,157 | 1,976 | — | 3,133 | | Mary Jane Raymond | 17,152 | 13,304 | — | 30,456 | | Walter R. Bashaw II | 15,418 | 23,918 | — | 39,336 | | Giovanni Barbarossa | 16,959 | 26,309 | — | 43,268 | | Ronald Basso | 10,793 | 16,742 | — | 27,535 |

  111. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2024

    OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2024 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 2024, and the value realized before payment of any applicable withholding tax or broker commissions.

  112. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2024

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting ($)(1) | | James R. Anderson | — | — | — | — | | Vincent D. Mattera, Jr. | 37,467 | 432,669 | 137,500 | 5,500,778 | | Richard Martucci | 5,780 | 165,526 | 2,380 | 84,228 | | Mary Jane Raymond | 34,780 | 1,486,897 | 104,781 | 5,433,429 | | Walter R. Bashaw II | 18,620 | 795,881 | 44,430 | 1,850,036 | | Giovanni Barbarossa | — | — | 48,590 | 2,036,935 | | Ronald Basso | 7,750 | 233,722 | 6,916 | 244,757 |

  113. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2024

    | (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. |

  114. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024 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 2024.

  115. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    | Name | Executive Contributions ($) | Registrant Contributions ($)(1) | Aggregate Earnings (Loss) ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at June 30, 2024 ($)(3) | | James R. Anderson | — | — | — | — | — | | Vincent D. Mattera, Jr. | — | 33,750 | 691,657 | — | 6,659,147 | | Richard Martucci | — | — | — | — | — | | Mary Jane Raymond | — | — | 4,412 | — | 44,452 | | Walter R. Bashaw II | — | 11,750 | 19,126 | — | 180,054 | | Giovanni Barbarossa | — | 14,150 | 7,016 | — | 78,556 | | Ronald Basso | — | — | — | — | — |

  116. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    | (1) Amounts in this column represent certain matching contributions made under the Deferred Compensation Plan for fiscal year 2024 to make up for IRS limitations on matching contributions under the 401(k) Retirement Savings Plan for calendar year 2023. These amounts were included as fiscal year 2024 compensation under “All Other Compensation” in the Summary Compensation Table. |

  117. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    | (2) Aggregate earnings include all changes in value based on performance of deemed investments elected by the NEO under the Deferred Compensation Plan. The Deferred Compensation Plan is administered by a third party and provides for deemed investment options similar to the investment options available under the Company’s 401(k) Retirement Savings Plan, with the exception that amounts under the Deferred Compensation Plan may be invested in Common Stock. Amounts that are deferred into Common Stock must remain invested in Common Stock and must be paid out in shares of Common Stock upon a qualifying distribution event. |

  118. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    | (3) 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 fair market value of the PSUs at vesting rather than the grant date fair value at grant included in the Summary Compensation Table. |

  119. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    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.

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

    POTENTIAL PAYMENTS UPON TERMINATION AND/OR CHANGE IN CONTROL Each of our NEOs is eligible to receive potential benefits and/or payments upon termination of employment and/or change in control. Part I (Continuing NEOs) describes these potential benefits and/or payments payable to Mr. Anderson, Mr. Martucci, Mr. Bashaw, Dr. Barbarossa and Mr. Basso, our NEOs as of the last day of our fiscal year 2024 (the “Continuing NEOs”). Part II (Non-Continuing NEOs) describes the actual benefits and/or payments provided and/or paid to Dr. Mattera and Ms. Raymond, our NEOs whose employment with us ended prior to the last day of our fiscal year 2024 (the “Non-continuing NEOs”). PART I – CONTINUING NEOS. TREATMENT OF EQUITY AWARDS. The equity award agreements for the Continuing NEOs’ outstanding, unvested equity awards – currently comprised only of restricted stock units (“RSUs”) and performance share units (“PSUs”) – include the following vesting treatment upon termination of employment, subject to more favorable treatment under individual agreements or severance plans as described below:

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

    | • | Death or Disability: If a Continuing NEO dies or becomes disabled, such Continuing NEO’s (i) RSUs immediately vest, and (ii) PSUs will generally be prorated, based on the months employed during the performance period, subject to actual performance results for the full performance period. |

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

    | • | Retirement: If a Continuing NEO retires as defined under the Company’s Global Retirement Policy, for awards granted prior to August 2024, such Continuing NEO’s (i) RSUs will immediately vest, and (iii) PSUs will generally be prorated, based on the number of months employed during the performance period, subject to actual performance results for the full performance period. To be eligible for these retirement benefits, a Continuing NEO would need to be at least age 65 and have served the Company for at least five years. As of June 30, 2024, no Continuing NEO was eligible for retirement treatment. |

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

    | • | Termination without Cause or with Good Reason (Non-Change in Control): If a Continuing NEO is terminated by the Company without Cause or by the Continuing NEO for Good Reason (other than during the two-year period following a Change in Control), PSUs will generally be prorated, based on the number of months employed during the performance period, subject to actual performance results for the full performance period. No special vesting treatment applies to RSUs in this case. |

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

    | • | Change in Control (Double-Trigger): If the Company has a Change in Control and the resulting entity assumes, converts or replaces outstanding Company equity awards upon the Change in Control, the equity awards will not accelerate and vest unless, within two years of the date of the Change in Control, the Continuing NEO’s employment is terminated by the Company without Cause or by the Continuing NEO for Good Reason, in which cases unvested awards will fully vest upon such termination of employment. Vesting of PSUs in each case will be based on the greater of (x) an assumed achievement of all relevant performance goals at the “target level” and (y) the actual level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change in Control. Because vesting requires the occurrence of two events, a Change in Control followed by an involuntary employment termination (as described in this paragraph), this vesting treatment is often referred to as a “double trigger” vesting. If, however, the Company has a Change in Control and the resulting entity does not assume, convert or replace the equity awards, the Continuing NEO’s outstanding equity awards will fully vest upon the Change in Control, based on the same assumed performance for PSUs (i.e., greater of target or actual performance). |

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

    | • | All Other Terminations: Unvested RSUs and PSUs immediately forfeit upon any other termination of employment, except as may otherwise be provided in individual agreements or severance plans or as determined by the Compensation Committee in its discretion. |

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

    In addition to these standard award agreement vesting terms, special equity vesting terms apply to Mr. Anderson under his May 31, 2024 offer letter (the “Offer Letter”) and to the other Continuing NEOs, other than Dr. Barbarossa, under their Participation Agreements entered under the Company’s Revised Executive Severance Plan (the “Executive Severance Plan”). Dr. Barbarossa does not have any special equity vesting terms under his Employment Agreement with the Company dated October 3, 2012 (the “Employment Agreement”). For Mr. Anderson and the other applicable Continuing Executives who participate in the Executive Severance Plan, if the Continuing Executive is terminated by the Company without Cause or by the Continuing Executive for Good Reason, outstanding equity awards will receive additional vesting based on whether the termination occurs during a CIC Period (defined as the period beginning 6 months before and ending 18 months after a Change in Control), as follows:

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

    | • | Termination Not During a CIC Period: All outstanding, unvested equity awards with a vesting date within 12 months after the date of termination will fully vest and, if applicable, will remain exercisable for the period set forth in the applicable award agreement. In addition, any vesting tranche of such equity awards that began during employment or during the first 12 months after the date of termination but was not completed by the first anniversary of the date of termination, will vest on a pro-rata basis. The payout for any PSUs will be based on actual performance during the entire performance period and then pro-rated (taking into account the additional 12 months following termination), except that for inducement PSUs under Mr. Anderson’s Offer Letter, performance will be determined on the date of termination and the payout will be the greater of target or actual performance. |

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

    | • | Termination During a CIC Period: If the termination occurs during a CIC Period, all outstanding, unvested equity awards will become fully vested and, if applicable, will remain exercisable for the period set forth in the applicable award agreement. In the case of any PSUs, vesting will be based on the greater of (i) an assumed achievement of all relevant performance goals at the “target level” and (ii) the actual level of achievement of all relevant performance goals against target measured for the period from the beginning of the relevant performance period through the date immediately preceding the Change in Control. |

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

    Receipt of additional equity vesting under Mr. Anderson’s Offer Letter and under the Participation Agreements under the Executive Severance Plan are subject to certain conditions, including the Continuing Executive providing the Company with a release of claims and complying with applicable post-employment covenants. The following table sets forth the value of each Continuing NEO’s accelerated RSUs and PSUs in the event of a termination of employment and/or Change in Control, as if such termination of employment and/or Change in Control had occurred on June 30, 2024, the last day of our fiscal year 2024. The value of the equity awards is based on the closing market price of our common stock on June 28, 2024, the last trading day of the fiscal year, which was $72.46 per share.

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

    | Name of Continuing NEO | Triggering Event | Accelerated Restricted Stock Units ($) | Accelerated Performance Stock Units ($)(1) | Total ($) | | James R. Anderson | Death/Disability | $10,667,126 | $1,359,128 | $12,026,255 | | | Retirement(2) | — | — | — | | | Voluntary Termination | — | — | — | | | Termination with Cause | — | — | — | | | Termination Without Cause or for Good Reason (no change in control) | 3,851,992 | 1,359,128 | 5,211,120 | | | Termination Without Cause or for Good Reason (change in control) | 10,667,126 | 50,287,747 | 60,954,873 | | | Change in Control Only (continued employment)(3) | — | — | — | | | Change in Control Only/Equity Awards not Assumed/Converted/Replaced(4) | 10,667,126 | 50,287,747 | 60,954,873 | | Richard Martucci | Death/Disability(1) | $1,551,224 | $103,598 | $1,654,822 | | | Retirement(2) | — | — | — | | | Voluntary Termination | — | — | — | | | Termination with Cause | — | — | — | | | Termination Without Cause or for Good Reason (no change in control) | 1,161,081 | 83,836 | 1,244,917 | | | Termination Without Cause or for Good Reason (change in control) | 1,551,224 | 227,017 | 1,778,241 | | | Change in Control Only (continued employment)(3) | — | — | — | | | Change in Control Only/Equity Awards not Assumed/Converted/Replaced(4) | 1,551,224 | 227,017 | 1,778,241 | | Walter R. Bashaw II | Death/Disability(1) | $5,545,146 | $1,322,286 | $6,867,432 | | | Retirement | — | — | — | | | Voluntary Termination | — | — | — | | | Termination with Cause | — | — | — | | | Termination Without Cause or for Good Reason (no change in control) | 4,001,096 | 1,117,188 | 5,118,284 | | | Termination Without Cause or for Good Reason (change in control) | 5,545,146 | 2,850,287 | 8,395,433 | | | Change in Control Only (continued employment)(3) | — | — | — | | | Change in Control Only/Equity Awards not Assumed/Converted/Replaced(4) | 5,545,146 | 2,850,287 | 8,395,433 |

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

    | Name of Continuing NEO | Triggering Event | Accelerated Restricted Stock Units ($) | Accelerated Performance Stock Units ($)(1) | Total ($) | | Giovanni Barbarossa | Death/Disability(1) | $6,112,581 | $1,454,457 | $7,567,038 | | | Retirement(2) | — | — | — | | | Voluntary Termination | — | — | — | | | Termination with Cause | — | — | — | | | Termination Without Cause or for Good Reason (no change in control) | — | — | — | | | Termination Without Cause or for Good Reason (change in control) | 6,112,581 | 3,136,199 | 9,248,780 | | | Change in Control Only (continued employment)(3) | — | — | — | | | Change in Control Only/Equity Awards not Assumed/Converted/Replaced(4) | 6,112,581 | 3,136,199 | 9,248,780 | | Ronald Basso | Death/Disability(1) | $2,372,703 | $925,605 | $3,298,308 | | | Retirement(2) | — | — | — | | | Voluntary Termination | — | — | — | | | Termination with Cause | — | — | — | | | Termination Without Cause or for Good Reason (no change in control) | 1,676,265 | 782,061 | 2,458,326 | | | Termination Without Cause or for Good Reason (change in control) | 2,372,703 | 1,995,186 | 4,367,889 | | | Change in Control Only (continued employment)(3) | — | — | — | | | Change in Control Only/Equity Awards not Assumed/Converted/Replaced(4) | 2,372,703 | 1,995,186 | 4,367,889 |

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

    | (1) For purposes of calculating the value of accelerated PSUs, we have assumed achievement of all relevant performance goals at the “target level.” |

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

    | (2) As of June 30, 2024, no Continuing NEO was eligible for retirement benefits under the Company’s Global Retirement Policy. |

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

    | (3) Assumes that all equity awards are assumed, converted and/or replaced by the resulting entity, that there is no accelerated vesting pursuant to the terms of the applicable award agreements if such Continuing NEO’s employment continues after and Change in Control and that such Continuing NEO is not terminated without Cause, or by the Continuing NEO for Good Reason, within two years of such Change in Control. |

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

    | (4) Assumes that no equity award is assumed, converted and/or replaced by the resulting entity. Pursuant to the terms of the applicable equity plans, any stock options become fully exercisable, any unvested portions of any RSUs fully vest and any unvested portions of any PSUs are deemed fully earned as of the date of the Change in Control. For purposes of calculating the value of the accelerated PSUs, we have assumed achievement of all relevant performance goals at the “target level.” |

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

    SEVERANCE PAYMENTS. In addition to equity vesting, the Continuing NEOs may become eligible for additional severance payments in case of a qualifying termination, generally defined as (i) a termination of employment by the Company other than for Cause, death or disability, or (ii) the Continuing NEO’s resignation for Good Reason (which, for Dr. Barbarossa, applies only during a CIC Period). The right to severance payments upon a qualifying termination is governed by the Offer Letter for Mr. Anderson, the Employment Agreement for Dr. Barbarossa, and the applicable Participation Agreements under the Executive Severance Plan for the other Current NEOs. The following discussion summarizes and quantifies those severance payments. The relevant agreements and Executive Severance Plan include definitions of “Cause” and “Good Reason,” which are generally similar to one another but with minor variations. These definitions also control for purposes of equity vesting noted in the preceding section. “Cause” generally requires conduct significantly adverse to the Company, such as material breach by the executive of agreements, willful failure to perform duties, willful violation of Company policies, conviction of certain crimes, and other types of significant misconduct, and “Good Reason” is generally triggered by the Company reducing pay, reducing duties and responsibilities, requiring significant additional business travel, or forcing a significant home relocation, all subject to certain notice and cure requirements. The definition of “Change in Control” is also generally similar in each agreement, and as general matter requires a change in majority ownership of the Company or sale of all or majority of the Company’s assets. The specific definitions can be found in the applicable agreements and Executive Severance Plan, as publicly filed with our Annual Report on Form 10-K. In each case, the amount and type of severance payments vary based on whether the qualifying termination occurs during a CIC Period, defined as the period beginning 6 months before and ending 18 months after a Change in Control (except for Dr. Barbarossa, for whom a CIC Period begins on a Change in Control and ends 18 months after). In each case, payments received in connection with a Change in Control can potentially trigger excise taxes under Sections 280G and 4999 of the Code. The relevant agreements and Executive Severance Plan do not provide gross-up payments for these excise taxes. Instead, payments are required to be scaled back to an amount that would reduce the excise taxes, if such reduction would result in the Continuing NEO retaining a larger amount on an after-tax basis. Payments under each agreement and the Executive Severance Plan are conditioned on the Continuing NEO providing the Company with a release of claims and complying with applicable post-employment covenants, which include protection of confidential Company information, assignment of inventions, non-competition, and non-solicitation of customers and employees. Offer Letter — James R. Anderson. Mr. Anderson’s Offer Letter sets forth the terms and conditions of his severance benefits (in addition to the equity vesting described in the preceding section), depending on whether the qualifying termination occurs during a CIC Period, summarized as follows:

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

    | • | Qualifying Termination Not During a CIC Period. If Mr. Anderson’s employment is terminated by the Company without Cause, or by Mr. Anderson for Good Reason, and such termination is not during a CIC Period, after providing the Company with a release, the Company will pay Mr. Anderson cash severance in an amount equal to 24 times his then current monthly salary plus any bonus that Mr. Anderson would have earned had his employment continued through the end of the fiscal year in which his employment was terminated. The Company will also pay the premiums for health insurance coverage for a period of 24 months. These payments will be made in a cash lump shortly after the date of termination. |

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

    | • | Qualifying Termination During a CIC Period. If Mr. Anderson’s employment is terminated by the Company without Cause, or by Mr. Anderson for Good Reason, and such termination occurs during a CIC Period, after providing the Company with a release, the Company will pay Mr. Anderson cash severance in an amount equal to 36 times his then current monthly salary plus three times the amount of the target bonus for the fiscal year in which his employment was terminated. The Company will also pay the premiums for health insurance coverage for a period of 36 months. Finally, the Company will pay to Mr. Anderson an amount equal to a pro-rata portion of his “CIC Period Bonus” (defined generally as the greater of his target or actual annual incentive award for the year of termination or the year in which the Change in Control occurred) plus any annual incentive award owed to Mr. Anderson for the year preceding Mr. Anderson’s termination. These payments will be made in a cash lump sum shortly after the date of termination, provided that special rules apply if Mr. Anderson’s termination occurs during the portion of the CIC Period preceding the Change in Control. |

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

    The following tables summarize the estimated severance payments that Mr. Anderson would have been entitled to receive assuming that a termination of his employment occurred as of June 30, 2024.

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

    | Name of Continuing NEO | Triggering Event | Cash Severance ($)(1) | Healthcare Coverage Payments ($) | Bonus ($) | Other Post- termination Benefits ($) | Total ($) | | James R. Anderson | Death/Disability | — | — | — | — | — | | | Retirement | — | — | — | — | — | | | Voluntary Termination | — | — | — | — | — | | | Termination with Cause | — | — | — | — | — | | | Termination Without Cause or for Good Reason (during a non-CIC Period) | 2,120,000 | 45,412 | — | — | 2,165,412 | | | Termination Without Cause or for Good Reason (during a CIC Period) | 3,180,000 | 68,118 | — | — | 3,248,118 |

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

    | (1) Mr. Anderson’s cash severance does not include any amount calculated by reference to his bonus as he was not entitled to a bonus for fiscal year 2024. |

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

    Employment Agreement – Giovanni Barbarossa. Dr. Barbarossa’s Employment Agreement sets forth the terms and conditions of his severance benefits, depending on whether the qualifying termination occurs during a CIC Period, summarized as follows:

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

    | • | Qualifying Termination Not During a CIC Period. If Dr. Barbarossa’s employment is terminated by the Company without Cause and such termination is not during a CIC Period, after providing the Company with a release, the Company will pay to Dr. Barbarossa nine times his then current monthly salary. The payment will be made in a cash lump shortly after the date of termination. The Company also will pay the premiums for health insurance coverage for a period of up to nine months. |

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

    | • | Qualifying Termination During a CIC Period. If employment is terminated by the Company without Cause, or by Dr. Barbarossa with Good Reason, and such termination is during a CIC Period, after providing the Company with a release, the Company will pay him cash severance in an amount equal to two times his average annual base salary (which is his average annual base pay for the preceding five fiscal years). The payment will be made in a cash lump shortly after the date of termination. The Company will pay the premiums for health insurance coverage for a period of up to 18 months plus a lump sum cash payment of $1,000 to cover expenses associated with seeking another position. |

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

    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, 2024.

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

    | Name of Continuing NEO | Triggering Event | Cash Severance ($) | Healthcare Coverage Payments ($) | Bonus ($) | Other Post- termination Benefits ($) | Total ($) | | Giovanni Barbarossa | Death/Disability | — | — | — | — | — | | | Retirement | — | — | — | — | — | | | Voluntary Termination | — | — | — | — | — | | | Termination with Cause | — | — | — | — | — | | | Termination Without Cause or for Good Reason (no change in control) | 476,250 | 23,319 | — | — | 499,569 | | | Termination Without Cause or for Good Reason (after a change in control) | 1,130,000 | 46,639 | — | 1,000 | 1,177,639 |

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

    Participation Agreements/Executive Severance Plan. The Executive Severance Plan covers select members of management who are offered coverage and execute a Participation Agreement, which includes each of the Continuing NEOs other than Mr. Anderson and Dr. Barbarossa. Under the terms of the Executive Severance Plan and applicable Participation Agreements, the amount of severance (in addition to the equity vesting described in the preceding section) depends on whether the qualifying termination occurs during a CIC Period, summarized as follows:

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

    | • | Qualifying Termination Not During a CIC Period. If a participant’s employment is terminated by the Company without Cause, or by the participant for Good Reason, and such termination is not during a CIC Period, after providing the Company with a release, the Company will pay the participant an amount equal to 12 months of then-current annual base salary, generally payable in accordance with the Company’s regular pay schedule over the 12 months following the qualifying termination. The Company will also pay the participant lump sum cash payment equal to the cost of the participant’s health care insurance premiums for a period of 12 months. |

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

    | • | Qualifying Termination During a CIC Period. If a participant’s employment is terminated by the Company without Cause, or by the participant for Good Reason, and such termination is not during a CIC Period, after providing the Company with a release, the Company will pay the participant cash severance in an amount equal to 24 times the participant’s then current monthly salary plus two times the amount of the target bonus for the fiscal year in which his employment was terminated. The Company will also pay the participant an amount equal to the cost of the participant’s health care insurance premiums for a period of 18 months. Finally, the Company will pay an amount equal to a pro-rata portion of the participant’s “CIC Period Bonus” (defined generally as the greater of the participant’s target or actual annual incentive award for the year of termination or the year in which the Change in Control occurred) plus any annual incentive award owed to the participant for the year preceding the participant’s termination. These payments will be paid in a cash lump sum shortly after the date of termination, provided that special rules apply if the participant’s termination occurs during the portion of the CIC Period preceding the Change in Control. |

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

    The following discussion and tables provide additional details on the Executive Severance Plan benefits for each of the applicable Continuing Executives.

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

    | Name of Continuing NEO | Triggering Event | Cash Severance ($) | Healthcare Coverage Payments ($) | Pro-rata Bonus ($)(1) | Other Post- termination Benefits ($) | Total ($) | | Richard Martucci | Death/Disability | — | — | — | — | — | | | Retirement | — | — | — | — | — | | | Voluntary Termination | — | — | — | — | — | | | Termination with Cause | — | — | — | — | — | | | Termination Without Cause or for Good Reason (outside of a CIC Period) | 530,000 | 32,037 | — | — | 562,037 | | | Termination Without Cause or for Good Reason (during a CIC Period) | 1,643,000 | 48,055 | 291,500 | — | 1,982,555 |

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

    | (1) This amount is calculated based on the greater of target or actual annual incentive award for fiscal year 2024. |

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

    Walter R. Bashaw II. On August 5, 2024, the Company and Mr. Bashaw agreed that Mr. Bashaw would resign from the Company, effective September 6, 2024 (the “Departure Date”). As part of that decision, Mr. Bashaw was removed as President of the Company, effective September 1, 2024. He continued to receive his current base salary and to participate in the Company benefit plans in accordance with their terms through the Departure Date – and to receive his fiscal year 2024 BIP and GRIP annual incentive awards based on actual fiscal year 2024 performance results as shown in the Summary Compensation Table. He did not receive fiscal year 2025 long-term incentive awards. Given the changes to the Company’s leadership structure, Mr. Bashaw’s termination of employment was treated as a resignation for “Good Reason” under the Executive Severance Plan and his Participation Agreement (not during a CIC Period), and as a result, Mr. Bashaw received a lump sum cash payment of $575,000 in cash severance and $28,844 equal to health insurance premiums for 12 months. On October 4, 2018, the Company and Mr. Bashaw entered into a Letter Agreement (the “Bashaw Letter Agreement”), the terms of which continue to apply as stated in his Participation Agreement. Under the terms of the Bashaw Letter Agreement and under the terms of the equity plans pursuant to which he was granted and has outstanding stock options, RSUs and PSUs, Mr. Bashaw was given the option to execute a consulting agreement in the form attached to the Bashaw Letter Agreement (the “Consulting Agreement”). On September 6, 2024, Mr. Bashaw executed the Consulting Agreement. Pursuant to the Consulting Agreement, Mr. Bashaw will furnish the Company, as an independent contractor, advisory and consulting services with respect to the Company’s business as the Company may reasonably request during the “Consulting Period” in exchange for an hourly fee and the continued vesting of his outstanding equity awards and continued exercisability of his vested stock options during the Consulting Period. The Consulting Period continues until the first to occur of (i) Mr. Bashaw notifying the Company that the Consulting Agreement is terminated; (ii) the Company notifying Mr. Bashaw that the Consulting Agreement is terminated which notice may not be provided before the last scheduled vesting date of any Company equity compensation award outstanding as of September 6, 2024; and (iii) the Company’s termination because of Mr. Bashaw’s permanent and total disability or death. Receipt of benefits under the Executive Severance Plan, his Participation Agreement and the Consulting Agreement are conditioned on the execution of a waiver and release of claims – which Mr. Bashaw provided – and compliance with other conditions and covenants. Ronald Basso. The following table summarizes the estimated severance payments that Mr. Basso would have been entitled to receive assuming that a termination of his employment occurred as of June 30, 2024, under any of the circumstances described below.

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

    | Name of Continuing NEO | Triggering Event | Cash Severance ($) | Healthcare Coverage Payments ($) | Pro-rata Bonus ($)(1) | Other Post- termination Benefits ($) | Total ($) | | Ronald Basso | Death/Disability | — | — | — | — | — | | | Retirement | — | — | — | — | — | | | Voluntary Termination | — | — | — | — | — | | | Termination with Cause | — | — | — | — | — | | | Termination Without Cause or for Good Reason (outside of a CIC Period) | 480,000 | 20,236 | — | — | 500,236 | | | Termination Without Cause or for Good Reason (during a CIC Period) | 1,680,000 | 30,354 | 360,000 | — | 2,070,354 |

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

    | (1) This amount is calculated based on the greater of target or actual annual incentive award for fiscal year 2024. |

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

    PART II – NON-CONTINUING NEOS. Vincent D. Mattera. On February 17, 2024, the Company and Dr. Mattera entered into an agreement (the “CEO Succession Agreement”) with provisions relating to compensation and termination that were designed to compensate Dr. Mattera for his continued service as CEO for the indeterminate period while the Company sought to recruit a new CEO. Under the CEO Succession Agreement, while the Company conducted its search process, Dr. Mattera agreed to continue to serve the Company as the CEO. The CEO Succession Agreement provided that on whatever date a new CEO eventually commenced employment, Dr. Mattera’s employment would be terminated. If no candidate had accepted by November 15, 2024, Dr. Mattera could end his service on December 31, 2024. The CEO Succession Agreement provided for the continued duties and compensation of Dr. Mattera during his service as CEO generally consistent with the terms of his Employment Agreement with the Company dated August 23, 2022 (the “Employment Agreement”) in order to compensate Dr. Mattera for his continued service as CEO for the indeterminate period while the Company sought to recruit a new CEO, except that (i) his annual cash incentive award for fiscal year 2024 would not be less than the target amount, and (ii) he would receive a grant of annual equity awards for fiscal year 2025 (to be granted in August 2024) at not less than the grant value of the fiscal year 2024 annual equity awards (granted in August 2023) to be made entirely as RSUs. Under his employment agreement, and as included in his equity award agreements, Dr. Mattera was entitled to certain retirement vesting treatment upon his termination of employment. This treatment included immediate full vesting of his RSUs and full (not prorated) vesting of PSUs, subject to actual performance results for the full performance period. The CEO Succession Agreement provides that Dr. Mattera’s termination of employment upon the appointment of a successor CEO during 2024 will be treated as a termination for “Good Reason” under the terms of his employment agreement, entitling him to cash severance equal to two times his “Average Annual Income,” defined as the sum of his annual base pay and annual cash bonuses for the preceding three fiscal years, divided by three. In addition, the CEO Succession Agreement provides that, if the Dr. Mattera’s employment ends before the fiscal year 2025 annual equity awards are granted (in August 2024), the amount of the severance benefits to which Dr. Mattera is entitled will be increased by the intended grant date fair value of the fiscal year 2025 equity awards that are not granted. Dr. Mattera is also entitled to a lump sum cash payment equal to 18 months of his applicable COBRA monthly premiums. These amounts are to be paid in a cash lump sum shortly after his termination date. The payments of cash severance to Dr. Mattera were conditioned on Dr. Mattera providing the Company with a release, which Dr. Mattera did. Dr. Mattera is also subject to undertakings, including restrictions on the assignment of inventions, confidentiality, and two-year non-solicitation and non-competition covenants, which survive the termination of his employment. The following table sets forth the value of Dr. Mattera’s equity awards and the severance payments as of June 2, 2024, the last day of his employment. The value of the equity awards is based on the closing price of our common stock on May 31, 2024, which was $57.06 per share. Certain of such payments were delayed in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time.

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

    | Name of Non- Continuing NEO | Accelerated Restricted Stock Units ($) | Accelerated Performance Stock Units ($)(1) | Cash Severance ($) | Healthcare Coverage Payments ($) | Total ($) | | Dr. Mattera | 12,966,143 | 14,176,671 | 15,281,191 | 35,921 | 42,459,926 |

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

    | (1) For purposes of calculating the value of accelerated PSUs, we have assumed achievement of all relevant performance goals at the “target level”. |

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

    Mary Jane Raymond. On September 13, 2023, the Company and Ms. Raymond negotiated Ms. Raymond’s separation of service and entered into a transition services and final agreement (the “Transition Agreement”). Under the Transition Agreement, Ms. Raymond’s last day serving as Chief Financial Officer and Treasurer was September 29, 2023 and between September 30, 2023 and April 1, 2024 she remained employed by the Company in a non-executive role. Ms. Raymond’s employment with the Company automatically concluded on April 1, 2024. Ms. Raymond’s termination was treated as qualifying termination outside of a CIC Period, except that she was entitled to salary continuation for three additional months (for a total of 15 months) and an amount equal to heath care premiums for four additional months (for a total of 15 months). In addition, (i) Ms. Raymond’s outstanding RSUs fully vested, (ii) her PSUs will continue to vest, without proration, as if she had remained employed through June 30, 2026, but subject to actual performance, and (iii) outstanding stock options will remain exercisable for the full option term. Receipt of benefits under the Executive Severance Plan, her Participation Agreement and the Transition Agreement are conditioned on Ms. Raymond providing the Company with a release – which she did – and compliance with other conditions and covenants. The following table sets forth the value of Ms. Raymond’s equity awards the severance payments to which she was entitled as of April 1, 2024, the last day of her employment. The value of the equity awards is based on the closing price of our common stock on April 1, 2024, which was $60.62 per share.

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

    | Name of Non- Continuing NEO | Accelerated Restricted Stock Units ($) | Accelerated Performance Stock Units ($)(1) | Cash Severance ($) | Healthcare Coverage Payments ($) | Total ($) | | Mary Jane Raymond | 3,478,073 | 2,442,804 | 781,250 | 13,005 | 6,715,132 |

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

    | (1) For purposes of calculating the value of accelerated PSUs, we have assumed achievement of all relevant performance goals at the “target level”. |

  162. CEO PAY RATIO

    CEO PAY RATIO Information about the relationship between the fiscal year 2024 annual total compensation of Dr. Mattera, our acting CEO as of May 31, 2024, and the median of the annual total compensation of our employees is provided below. The fiscal year 2024 annual total compensation of Dr. Mattera was $28,876,056, the annual total compensation of our median compensated employee, also referred to as our median employee, was $14,474, and the ratio of these amounts is 1 to 1,995. Removing the one-time severance benefit of $15,446,920 included in Dr. Mattera’s annual total compensation for fiscal year 2024, his annual total compensation was $13,429,137, and the ratio of his compensation to our median compensated employee is 1 to 928. This is an additional ratio that we may disclose in accordance with SEC rules. We took the steps below to calculate the annual total compensation of Dr. Mattera and determine the annual total compensation of our median compensated employee.

  163. CEO PAY RATIO

    | 1. | We had two non-concurrent CEOs serve during fiscal year 2024 and, as permitted by Instruction 10 to Item 402(u) of Regulation S-K, we selected to use Dr. Mattera’s annualized total compensation as he was our CEO for nearly the entire year and as he was serving as our CEO on May 31, 2024 – the date we selected to identify our “median employee” for fiscal year 2024. We selected May 31, 2024 to identify our median employee for fiscal year 2024 because doing so permits us to compare the annual total compensation of Dr. Mattera, whose employment as our Chief Executive Officer ended on June 2, 2024, to that of our median employee. This represents a permitted and appropriate deviation from our usual practice of using the last day of the most recently ended fiscal year to identify our “median employee”. |

  164. CEO PAY RATIO

    | 2. | To determine the annual total compensation of Dr. Mattera, we used the amount reported in the “Total” column of our fiscal year 2024 Summary Compensation Table included in this proxy statement. We then added to it salary of $64,904 which represents his pay through June 30, 2024, our fiscal year end (annualized salary). |

  165. CEO PAY RATIO

    | 3. | To determine our median compensated employee, we determined that, as of May 31, 2024, our employee population consisted of approximately 25,938 individuals and excluded Dr. Mattera. This population consisted of our full-time, part-time, and temporary employees as of the determination date. |

  166. CEO PAY RATIO

    | 4. | To identify the “median employee” from our employee population we used base salary, as reflected in our payroll records, annualized through June 30, 2024. For base salary, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums, and other payroll withholding. We did not use any statistical sampling techniques. |

  167. CEO PAY RATIO

    | 5. | To determine the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for fiscal year 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $14,474. |

  168. CEO PAY RATIO

    | 6. | For currency conversion, the prevailing rates as of June 30, 2024 were used to reflect base salary in U.S. dollars and for all other purposes. |

  169. 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.

  170. PAY VERSUS PERFORMANCE

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

  171. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO 1 1 ($) | Summary Compensation Table Total for PEO 2 1 ($) | Compensation Actually Paid to PEO 1 1,2,3 ($) | Compensation Actually Paid to PEO 2 1,2,3 ($) | 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 $100 Investment based on: 4 | | Net Income ($ Millions) | Adjusted EBITDA 5 ($ Millions) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 28,811,152 | 101,497,009 | 45,071,892 | 108,396,274 | 2,455,433 | 5,025,954 | 153.45 | 144.35 | (159) | 1,001.2 | | 2023 | 15,435,656 | — | 12,935,741 | — | 5,304,906 | 6,787,965 | 107.96 | 139.40 | (259) | 1,238.7 | | 2022 | 10,727,919 | — | (616,749) | — | 2,670,549 | (77,480) | 107.90 | 118.21 | 235 | 864.8 | | 2021 | 10,459,536 | — | 24,530,582 | — | 2,820,131 | 6,185,153 | 153.73 | 152.65 | 298 | 800.7 |

  172. PAY VERSUS PERFORMANCE

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

  173. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | | Mary Jane Raymond | Mary Jane Raymond | Mary Jane Raymond | Richard Martucci | | Walter R. Bashaw II | Walter R. Bashaw II | Walter R. Bashaw II | Mary Jane Raymond | | Giovanni Barbarossa | Giovanni Barbarossa | Giovanni Barbarossa | Walter R. Bashaw II | | Jo Anne Schwendinger | Jo Anne Schwendinger | Mark Sobey | Giovanni Barbarossa | | | Christopher Koeppen | | Ronald Basso |

  174. 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. |

  175. PAY VERSUS PERFORMANCE

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  176. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO 1 ($) | Exclusion of Stock Awards for PEO 1 ($) | Inclusion of Equity Values for PEO 1 ($) | Compensation Actually Paid to PEO 1 ($) | | 2024 | 28,811,152 | (9,980,211) | 26,240,951 | 45,071,892 |

  177. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2024 | 101,497,009 | (100,915,375) | 107,814,640 | 108,396,274 |

  178. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,455,433 | (1,483,062) | 4,053,583 | 5,025,954 |

  179. 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:

  180. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 1 ($) | Total - Inclusion of Equity Values for PEO 1 ($) | | 2024 | 20,957,404 | 6,859,534 | 0 | (1,575,987) | 0 | 26,240,951 |

  181. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | | 2024 | 107,814,640 | 0 | 0 | 0 | 0 | 107,814,640 |

  182. 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 2,938,150 | 1,182,107 | 195,132 | (261,806) | 0 | 4,053,583 |

  183. PAY VERSUS PERFORMANCE

    | 4. | The Peer Group TSR set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The comparison assumes $100 was invested for the period starting June 30, 2020, through the end of the listed year in the Company and in the custom group of peer companies used in our performance graph, respectively. The Company’s fiscal year peer group consists of IPG Photonics Corp., Wolfspeed Inc., Lumentum Holdings, Inc., Corning, Inc., MKS Instruments, Inc., and Honeywell International, Inc. Historical stock performance is not necessarily indicative of future stock performance. |

  184. PAY VERSUS PERFORMANCE

    | 5. | We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. See discussion under “Annual Cash Incentive Programs” and “Primary Bonus Program (GRIP)” in our CD&A for an explanation of Adjusted EBITDA, and Appendix B for a reconciliation of this non-GAAP measure to its most directly comparable financial measure calculated and presented in accordance with GAAP. Adjusted EBITDA may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

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

    NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years and the Peer Group TSR over the same period.

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

    | * “Compensation Actually Paid” is calculated pursuant to SEC requirements. |

  187. NEO Compensation Actually Paid and Net Income

    NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

  188. NEO Compensation Actually Paid and Net Income

    | * “Compensation Actually Paid” is calculated pursuant to SEC requirements. |

  189. NEO Compensation Actually Paid and Adjusted EBITDA

    NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and Adjusted EBITDA during the four most recently completed fiscal years.

  190. NEO Compensation Actually Paid and Adjusted EBITDA

    | * “Compensation Actually Paid” is calculated pursuant to SEC requirements. |