Coherent Corp. 8-K

Summary

Special performance-stock awards for five senior executives. Coherent granted awards with a combined target value of $100M to retain the leadership team and tie payouts to long-term share-price growth and relative shareholder returns. The company cited over 300% total shareholder returns since CEO James Anderson took office in June 2024 and record FY2026 revenue.

Key Figures

• Target award values: CEO James Anderson, $50M; CFO Sherri Luther, $15M; CTO Julie Eng, $15M; Chief Strategy and Legal Affairs Officer Rob Beard, $15M; and Chief Supply Chain Officer Jeffrey Place, $5M. Awards are entirely performance stock units.
• Performance period: four years from 8/27/2026. Each price hurdle requires a consecutive 60-day average and total shareholder return above the 50th percentile of the S&P Composite 1500 Electronic Equipment, Instruments & Components Index. Hurdles: 10% compound annual stock-price growth at $454.43 earns 50% of target units; 15% at $542.86 earns 100%; 20% at $643.61 earns 150%; and 25% at $757.77 earns 200%. No interpolation between hurdles.
• No units vest before the performance period ends. Vested units have a further one-year holding period, so recipients cannot trade them until five years after grant.
• If employment is terminated without cause, previously achieved milestones remain eligible to vest at the end of the performance period; unachieved milestones are forfeited. Voluntary termination or termination for cause forfeits the award. In a change in control, performance is measured using transaction consideration, with linear interpolation; earned units convert to time-based awards, with double-trigger acceleration after a qualifying termination and elimination of the holding period.

Investor Takeaways

• Whether the executives remain through the performance period and meet both the stock-price and relative-return hurdles will determine whether any awards vest.