Coherent (COHR) DEF 14ADefinitive proxy

October 1, 2024

Dear Fellow Coherent Shareholders:

On behalf of the Board of Directors, I am pleased to invite you to attend our 2024 Annual Meeting of Shareholders of Coherent Corp. on November 14, 2024, at 12:00 p.m. Eastern Standard Time, 9:00 a.m. Pacific Standard Time. Our Annual Meeting will again be held by webcast, and you will be able to attend the Annual Meeting online. We believe that hosting a virtual Annual Meeting allows for greater shareholder presence. At the Annual Meeting, shareholders will vote on the matters set forth in the Fiscal Year 2024 Proxy Statement, and the accompanying Notice of the Annual Meeting.

Your vote is important to us. Whether or not you will attend the Annual Meeting, we hope that your shares are represented and voted. In advance of the Annual Meeting on November 14, please cast your vote through the internet, by telephone, or by mail. Instructions on how to vote are found in the section entitled “How Do I Vote” in the Proxy Statement Summary.

On behalf of the Board of Directors, and everyone at Coherent, we thank you for your investment and support.

Sincerely,

Enrico DiGirolamo

Chair of the Board

Notice of Annual Meeting of Shareholders

VOTING

Shareholders are asked to vote on the following items at the Annual Meeting:

NOTE: Such other business as may properly come before the Annual Meeting or any adjournment thereof.

RECORD DATE

Shareholders of record at the close of business on September 11, 2024, are entitled to notice of, and to vote at, the Annual Meeting, and any adjournment or postponement of the Annual Meeting.

AVAILABILITY OF MATERIALS

Shareholders of record will automatically receive a printed set of proxy materials, including a proxy card. For shareholders who hold shares through a broker, bank or other nominee (commonly referred to as held in “street name”), we furnish proxy materials via the internet. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail from your broker, bank or other nominee, you will not receive a printed copy of the proxy materials unless you request one. The Notice instructs you how to access and review all the important information contained in the proxy materials over the internet. The Notice also provides instructions for submitting your proxy over the internet. If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting materials included in the Notice.

This proxy statement and proxy card will first be made available to shareholders on or about October 4, 2024.

By Order of the Board

RONALD BASSO, Secretary

October 1, 2024

TABLE OF CONTENTS

Proxy Statement for the

Annual Meeting of Shareholders

TO BE HELD ON NOVEMBER 14, 2024

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Coherent Corp., a Pennsylvania corporation (the “Company” or “Coherent”), for use at the annual meeting of Shareholders (“the Annual Meeting”) to be held on November 14, 2024, at 12:00 p.m. Eastern Standard Time/9:00 a.m. Pacific Standard Time, or any rescheduled date. These proxy materials were first made available on or about October 4, 2024, to shareholders of record on September 11, 2024 (the “Record Date”).

The Annual Meeting will occur as a virtual meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/COHR2024. You will need your control number, included on your proxy card or Notice, to access the webcast. Please see the Company’s website at www.coherent.com/company/investor-relations/governance for further information about the Annual Meeting.

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

Shareholders will act on the matters outlined in the Notice page of this proxy statement. We are not aware of any other matters to be presented at the Annual Meeting. If any other matter is properly presented at the Annual Meeting, your proxy holder will vote your shares in his or her discretion.

WHO MAY VOTE AT THE ANNUAL MEETING?

You are entitled to vote at the Annual Meeting if our records show that you held shares of Company common stock, no par value (“Common Stock”), as of the close of business on the Record Date. As of the Record Date, 154,407,926 shares of Common Stock were issued and outstanding. In addition, 75,000 shares of the Company’s Series B-1 convertible preferred stock, no par value (“Series B-1 Preferred Stock”), and 140,000 shares of the Company’s Series B-2 convertible preferred stock, no par value (together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), which are entitled to vote as one class with the Common Stock on an as-converted basis, were issued and outstanding as of the Record Date.

Unless the context provides otherwise, references in this proxy statement to “shareholders” means, collectively, holders of Common Stock and holders of Series B Preferred Stock.

WHAT ARE THE VOTING RIGHTS OF HOLDERS OF COHERENT COMMON STOCK AND SERIES B PREFERRED STOCK?

Each share of Common Stock is entitled to one vote on all matters submitted to a vote of the shareholders, including the election of directors. The Series B Preferred Stock is entitled to 28,844,597 votes in the aggregate, which represents the number of whole shares of Common Stock (rounded to the nearest whole share) into which the shares of Series B Preferred Stock were convertible on the Record Date. Shareholders do not have cumulative voting rights.

WHO MAY PARTICIPATE IN THE ANNUAL MEETING?

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on September 11, 2024, or hold a valid proxy for the Annual Meeting. To participate in the virtual Annual Meeting, including to vote, ask questions, and view the list of registered shareholders as of the Record Date, you must access the meeting website at www.virtualshareholdermeeting.com/COHR2024. To vote or submit a question, you will need the control number included on your proxy card or Notice, and to follow the instructions posted at www.virtualshareholdermeeting.com/COHR2024. If you encounter any difficulties accessing the Annual Meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.

We will endeavor to answer as many shareholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to group questions on the same topic, to edit inappropriate language and to exclude questions regarding topics that are not pertinent to Annual Meeting matters.

WHAT CONSTITUTES A QUORUM?

Our bylaws provide that the presence, in person (virtually) or by proxy, of shareholders entitled to cast at least a majority of votes that all shareholders are entitled to cast on the Record Date will constitute a quorum at the Annual Meeting. The virtual presence via the webcast or by proxy of shareholders entitled to cast at least 91,626,262 votes will be required to establish a quorum. Proxies received but marked as abstentions and broker non-votes (explained below) will be included as shares present when determining whether there is a quorum. If there is no quorum, the presiding officer of the Annual Meeting, or the shareholders present and entitled to cast a majority of the votes present at the Annual Meeting, may adjourn the Annual Meeting to another date.

HOW DO I VOTE?

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. If entitled to vote, you may vote:

HOW DO I REQUEST PAPER COPIES OF THE PROXY MATERIALS?

Please refer to the Notice for the ways you may request a paper copy of the proxy statement and proxy card.

CAN I CHANGE OR REVOKE MY VOTE AFTER I VOTE ONLINE OR RETURN MY PROXY CARD?

Yes. Even after you have submitted your proxy, you may change or revoke your vote at any time before the proxy is exercised. You may (i) deliver a notice of revocation or deliver a later-dated proxy to the Company’s Secretary at Coherent Corp., 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056; (ii) submit another vote via the internet or by telephone; or (iii) vote during the Annual Meeting. Your participation in the Annual Meeting will not automatically revoke a previously submitted proxy. A shareholder’s last vote is the vote that will be counted.

WHAT ARE THE RECOMMENDATIONS OF THE BOARD?

Unless you give other instructions when you vote, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. These recommendations are set forth in the description of each proposal in this proxy statement. In summary, the Board recommends a vote:

With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

WHAT IS THE EFFECT OF ABSTENTIONS AND BROKER NON-VOTES?

For each of the matters to be voted on at the Annual Meeting, abstentions and broker non-votes will be counted for purposes of establishing a quorum but will not be counted in determining the number of votes necessary for approval. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular matter because it did not receive instructions from the beneficial owner. A nominee may have discretionary authority to vote on Proposal 4 but will not be permitted to vote a beneficial owner’s shares on Proposals 1, 2 or 3 absent having instructions from the beneficial owner. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election of directors, since they are not considered to be “votes cast”. Abstentions have the effect of a vote “AGAINST” with respect to Proposals 2, 3 and 4 while broker non-votes have no effect on those proposals.

MATTERS OF BUSINESS, VOTES NEEDED AND

RECOMMENDATIONS OF THE BOARD OF DIRECTORS

MANAGEMENT LEADERSHIP TRANSITIONS

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”). 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 of the “Compensation Discussion and Analysis” section of this Proxy Statement 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 an appropriate compensation for Dr. Mattera’s continued leadership of 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 his continued management of the business for however long it took 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.

SEPARATION OF CHAIR AND CEO

In June 2024, the Board separated the positions of Chair of the Board (Chair) and CEO in connection with our CEO transition. The Board believes that the separation of duties will strengthen our corporate governance by creating independent leadership of the Board and allow the Chair to focus more on oversight, while our new CEO will be better able to focus on day-to-day operations of the Company. The Board appointed Mr. DiGirolamo, who had been serving as Lead Independent Director, as the Chair. As a consequence of the new Chair being independent, a separate Lead Independent Director is not necessary at this time. Mr. DiGirolamo joined our Board in 2018 and served as our Lead Independent Director from 2022 until his appointment as the Chair effective in June 2024.

CORPORATE RESPONSIBILITY AND ESG HIGHLIGHTS

Our ESG strategy and programs are developed by our management team, with the guidance and direction of our Board of Directors and the Environmental, Social Responsibility and Governance Committee. A published copy of our ESG Report which describes in more detail our ESG strategy and priorities is available on the Company’s website at www.coherent.com/company/investor-relations/esg. Below are some of the highlights of our environmental, social responsibility and governance programs. The inclusion of information related to our environmental, social, and other sustainability goals and initiatives is not an indication that such information is material under the standards of the Securities and Exchange Commission. Website references and their hyperlinks have been provided for convenience only. The content on any referenced websites is not incorporated by reference into this Proxy Statement, nor does it constitute a part of this Proxy Statement.

DIRECTOR DIVERSITY (as of August 31, 2024)

We believe boardroom diversity is integral to effective corporate governance and improves the quality of decision-making, strategic vision and risk management. Our Board of Directors is comprised of a diverse group of individuals with a broad spectrum of professional backgrounds. The Environmental, Social Responsibility and Governance Committee (the “ESG Committee”) seeks to find director candidates who have demonstrated executive leadership ability and who are representative of the broad scope of shareholder interests by identifying candidates from varied industries having diverse cultural or ethnic backgrounds, viewpoints and ages. The Board of Directors believes that its current members provide this diversity. Below are self-identified diversity characteristics of our directors.

DIRECTOR ATTRIBUTES AND EXPERIENCE (as of August 31, 2024)

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

The attributes and experience above are defined as follows:

Risk Management/ESG: Directors with specific expertise in risk management and/or environmental, social and/or governance matters.

Accounting/Finance: Directors with a deep understanding of finance, accounting principles and methodologies, financial reporting, financial management, capital markets, financial statements, audit processes and procedures or internal financial controls.

Corporate Governance/Ethics: Directors who have corporate governance and/or ethics experience.

Legal/Regulatory: Directors who have governmental policy, legal knowledge or experience with compliance and regulatory issues within a public company or regulatory body, including being a Certified Public Accountant, having a Juris Doctorate, or having significant chief financial officer experience.

Talent/Compensation: Directors who have specific and extensive career knowledge focusing on human talent management and compensation or currently serve, or have served, on the compensation committee of a public company.

Executive Leadership: Directors who have served as a founder, Chief Executive Officer or the equivalent thereof, senior executive or business unity leader of a company with a deep understanding of that company’s offerings and industry.

Operations: Directors with experience in business operations, management, supply chain management, integration or distribution.

Business Development/Strategy: Directors with expertise in strategic planning, mergers and acquisitions, growth strategies or business expansion.

Technology/IP: Directors with specific and extensive experience in technology and intellectual property matters.

Materials/Semiconductor/Networking/Laser Industries: Directors who have specific and extensive experience in the materials, semiconductor, networking and/or laser industries.

IT/Cybersecurity/Privacy: Directors with experience in cybersecurity or privacy, including overseeing risks related to emerging cybersecurity developments, threats and strategies.

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.

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.

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.

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.

CONTINUING DIRECTORS

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.

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.

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.

MEETINGS AND STANDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board met 11 times in fiscal year 2024. In fiscal year 2024 each director attended at least 75% of the meetings of the Board and the committees on which he or she served (held during the period in which the director served) and actual director attendance at meetings of the Board and committees on which they served (held during the period in which the director served) averaged over 94% and 97%, respectively.

The Board has four standing committees: Audit; Compensation and Human Capital; Environmental, Social Responsibility and Governance; and Strategy, Technology, Acquisition and Risk. All Committees have written charters, which are reviewed on an annual basis, and are available on the Company’s website at www.coherent.com/company/investor-relations/governance.

The primary responsibilities of each committee include the following:

DIRECTOR INDEPENDENCE AND CORPORATE GOVERNANCE POLICIES

The Company’s Common Stock is listed on the New York Stock Exchange (the “NYSE”). The rules of the NYSE require that a majority of the Company’s Board be Independent Directors (as defined in the NYSE’s rules). Our Corporate Governance Guidelines further provide that a substantial majority of the members of the Company’s Board must qualify as independent. The Board has determined that all of the continuing directors or nominees for election as director are independent within the meaning of the NYSE’s rules, other than Mr. Anderson. In its annual review of director independence, the Board considers all commercial, banking, consulting, legal, accounting or other business relationships any director may have with the Company to determine whether any director has a material relationship with the Company. The Board considers a “material relationship” to be one that impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of the Company. When assessing the “materiality” of a director’s relationship with the Company, the Board considers all relevant facts and circumstances, from both the standpoint of the director in his or her individual capacity, and from the standpoint of the director’s family and other affiliations. In addition, the ESG Committee facilitates annual self-evaluations of the Board, the Audit Committee, the Compensation and Human Capital Committee (the “Compensation Committee”), and the ESG Committee in order to determine whether the Board and such Committees are functioning effectively. The Company is in compliance with all applicable governance requirements of the NYSE.

NOMINATION OF CANDIDATES FOR DIRECTOR

The Company considers director candidates from several sources, including existing directors, members of the Company’s management team, shareholders, and third-party search firms. The Company’s current bylaws describe the procedures by which shareholders may recommend candidates for election to the Board. In general, shareholder nominations must be made in writing, and notice of a nomination must be given to our Secretary no earlier than the close of business on the 150th day, and no later than the close of business on the 120th day, before the anniversary date of the previous year’s annual meeting. If the date of the annual meeting is changed by more than 30 days from the first anniversary date of the previous year’s annual meeting, the notice must be delivered no earlier than the close of business on the 120th day before the annual meeting and no later than the close of business on the later of (i) the 90th day before the annual meeting or (ii) the 10th day following the day on which public announcement of the date of the meeting is first made. In addition, a notice of nomination must include information regarding both the nominating shareholder and each director nominee as set forth in the Company’s bylaws, including:

Further, to be eligible for election as a director of the Company, the nominee must deliver within the timeframe noted above a written questionnaire detailing his or her background and qualifications, and a

written representation and agreement as set forth in the Company’s bylaws. The form for this representation and agreement will be provided by the Secretary of the Company upon written request.

The ESG Committee considers a variety of factors when determining whether to recommend a nominee for election to the Board, including those factors set forth in the Company’s Corporate Governance Guidelines. In general, candidates nominated for election to the Board should possess the following qualifications:

Potential candidates are screened and interviewed by a selection committee appointed by the ESG Committee.

The ESG Committee’s practice is to review the skills, experiences, and attributes of individual Board members and candidates given the current make-up of the Board, to ensure that the Board includes individuals who will serve the Company’s strategic and governance needs. We consider all dimensions of diversity in determining what mix of individuals will provide the Board a diverse portfolio of experience, knowledge, talents and perspectives. Candidates are also evaluated on their broad-based business knowledge and contacts, prominence, commitment to ethical and moral values, personal and professional integrity, sound reputation in their respective fields, as well as a global business perspective and commitment to corporate citizenship.

BAIN BOARD NOMINATION RIGHTS

On March 30, 2021, the Company and BCPE Watson (DE) SPV, LP, a Delaware limited partnership and an affiliate of Bain Capital, LP (“BCPE”), entered into an Amended and Restated Investment Agreement (the “Amended and Restated Investment Agreement”). Pursuant to the terms of the Amended and Restated Investment Agreement, BCPE has the right to nominate one designee to our Board for so long as BCPE continues to beneficially own shares of the Company’s Series B Preferred Stock (and/or shares of Common Stock issued upon conversion) that represent at least 25% of the number of shares of Common Stock issued to BCPE on March 30, 2021, and at the closing of the Company’s acquisition of Coherent, Inc. on July 1, 2022, in each case on an as converted basis. BCPE’s designee to our Board is Stephen Pagliuca.

SIZE OF THE BOARD

As provided in the Company’s bylaws, the Board is to be composed of no less than five and no more than fourteen members, with the exact number determined by the Board based on its current composition and requirements. At present, the Board consists of fourteen members.

BOARD LEADERSHIP STRUCTURE

The Board has the flexibility to determine whether it is in the best interests of the Company and its shareholders to separate or combine the roles of Board Chair and CEO at any given time. In making that determination, the Board assesses whether the roles should be separated or combined based on its evaluation of the existing composition of the Board and the circumstances at the time.

On June 3, 2024, upon Mr. Anderson’s appointment as CEO and a Board member, the Board separated the roles of Board Chair and CEO — in order to support Mr. Anderson’s ability to focus his attention and efforts on the development and execution of the Company’s short and long-term business strategies as he transitions to his new role at the Company. On that date, Mr. DiGirolamo, who had been serving as Lead Independent Director, was appointed and is currently acting as Board Chair.

The responsibilities of the Board Chair include the following:

BOARD’S ROLE IN THE OVERSIGHT OF RISK MANAGEMENT

The Board has overall responsibility for risk management oversight. Elements of risk are overseen by each of our standing committees. Material risks that are identified by a committee are brought to the attention of the full Board.

The Audit Committee oversees financial and general risk management. It receives reports from Company management, internal audit, and other advisors, and provides serious and thoughtful attention to the Company’s risk control processes and system, the nature of the material risks the Company faces, and the adequacy of the Company’s policies and procedures to respond to and manage these risks.

The Compensation Committee assesses the appropriateness and competitiveness of the Company’s executive compensation programs and reviews the Company’s compensation policies and practices for employees, including executive and non-executive officers, as they relate to the Company’s risk management practices.

The ESG Committee reviews and assesses cybersecurity risk and each quarter senior Company management provides it with a comprehensive review of cybersecurity matters. The ESG Committee also facilitates annual self-evaluations of the Board, the Audit Committee, the Compensation Committee, and the ESG Committee in order to determine whether the Board and such Committees are functioning effectively.

Operational risks and approaches to risk management are reviewed and assessed by the Strategy, Technology, Acquisition and Risk Committee.

The Board encourages management to promote a corporate culture that understands the importance of risk management and to incorporate it into the corporate strategy and day-to-day operations of the Company. The Company’s risk management approach also includes an ongoing effort to assess and analyze the most likely areas of future risk for the Company and to address them in its long-term planning process.

CYBERSECURITY RISK OVERSIGHT

The Board recognizes the critical importance of maintaining the trust and confidence of our customers, suppliers, business partners, employees, shareholders, and other stakeholders. One of the most critical ways to maintain this trust is by the Board being involved in oversight of the Company’s enterprise risk management (“ERM”) program, of which cybersecurity risk represents a critical component. Our cybersecurity risk management program is overseen by the ESG Committee. Directors Michael L. Dreyer and Patricia Hatter, both members of the ESG Committee, have extensive senior management expertise in IT, including cybersecurity matters. The ESG Committee is briefed quarterly by management on, among other things, updates to cybersecurity and other programs, and notable cyber incidents, threats and

vulnerabilities, and provides direction on cybersecurity risk management. In addition, Coherent has established a Crisis Management Team (“CMT”) with responsibility for, among other things, oversight and management of cybersecurity events, including significant and material cybersecurity events. The CMT reports, as appropriate, to the ESG Committee. The CMT is headed by Coherent’s Chief Risk Officer. Additionally, Coherent has a dedicated internal cybersecurity team, managed by the Global Head of Cybersecurity. For additional information about our cybersecurity risk management, strategy and governance, please see Part I, Item 1C, Cybersecurity, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

COMMUNICATION WITH DIRECTORS

Any person wishing to communicate with the Board may send written communications addressed to the Board Chair, or to any member of the Board individually, in care of Coherent Corp., Attn: Secretary, 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056. Any communication addressed to a director that is received by the Company at this address will be delivered or forwarded to the individual director as soon as practicable, except for advertisements, solicitations or other matters unrelated to the Company. The Company will forward communications addressed to the Board to the Board Chair and to the chair of the Board committee whose function is most closely related to the subject matter of the communication.

DIRECTOR MANDATORY SERVICE CONCLUSION AND SUCCESSION PLANNING

The Board has instituted a policy for directors, as set forth in the Company’s Corporate Governance Guidelines. Under this policy, a director must tender a resignation to the ESG Committee, to be effective at the end of the last regularly scheduled Board meeting prior to the director’s 76th birthday. The ESG Committee considers each case and recommends to the Board the action to be taken. The Board in its discretion chooses to accept or reject the resignation. If rejected, the director’s resignation will be deemed to be re-submitted to the ESG Committee annually thereafter, until such time as it is accepted by the Board. The Board undertakes a succession planning process to proactively address anticipated openings on the Board.

DIRECTOR OWNERSHIP REQUIREMENTS

The Board has a stock ownership program that requires each non-employee director to own shares of Common Stock with a market value of at least five times the annual Board cash retainer (currently $425,000) no later than the fifth anniversary of the director joining the Board. In the event of non-compliance, the Board will consider measures appropriate to the circumstances. All current directors are required to be in compliance with this requirement, which became effective in July 2022, within five years of its effectiveness. Under the prior program, non-employee directors were required to own shares with a market value of at least $150,000 within three years of joining the Board. All of the non-employee directors who have been directors for at least three years are in compliance with that prior standard, and the Board believes that all non-employee directors are making satisfactory progress towards compliance with the new program.

STANDING BOARD LIMITS

Board members are limited to serving on a maximum of four public company boards, including the Board.

CHANGE IN DIRECTOR OCCUPATION

Under the Company’s Corporate Governance Guidelines, when a director’s principal occupation or business association changes substantially (including retirement), the director must tender a resignation for consideration by the ESG Committee. The ESG Committee then will recommend to the Board the action to be taken with respect to the resignation.

EXECUTIVE SESSIONS OF NON-EMPLOYEE DIRECTORS

Executive sessions of independent directors are held regularly, with the Board Chair presiding.

DIRECTOR ATTENDANCE AT ANNUAL MEETING OF SHAREHOLDERS

Directors are expected to attend the Annual Meeting, in person or remotely. All directors attended last year’s Annual Meeting.

CORPORATE GOVERNANCE DOCUMENTS

The following corporate governance documents are available on the Company’s website at www.coherent.com/company/investor-relations/governance.

Paper copies of the documents listed above can be obtained by writing to Ronald Basso, Chief Legal and Compliance Officer & Secretary or Coherent Corp., 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056, or by calling +1(724) 352-4455.

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines, which are designed to assist the Board in the exercise of its duties and responsibilities to the Company. They reflect the Board’s commitment to monitor the effectiveness of decision-making at the Board and management levels. This document is available on the Company’s website at www.coherent.com/company/investor-relations/governance. The Company will promptly disclose on its website any substantive amendments or waivers with respect to any provision of the Corporate Governance Guidelines.

CODE OF ETHICAL BUSINESS CONDUCT

The Board has approved and adopted a Code of Ethical Business Conduct (the “Code of Conduct”) applicable to everyone in the Company and its subsidiaries, including the Board. The Code of Conduct also applies to contractors, consultants, temporary workers, suppliers, and other third parties. This document is available on the Company’s website at www.coherent.com/company/investor-relations/governance. The Company will promptly disclose on its website any substantive amendments or waivers with respect to any provision of the Code of Conduct.

Employees are required and encouraged to report suspected violations of our Code of Conduct. Reports are forwarded for review by the Audit Committee.

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.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

DIRECTOR CASH COMPENSATION

DIRECTOR EQUITY PROGRAM

In addition to the cash compensation outlined above, directors receive annual equity awards. In setting the total dollar value of the equity awards, the Board takes into account cash compensation, limits in the Company’s equity plan governing documents, recommendations of the Compensation Committee and its independent compensation advisor, and Peer Group practices. For fiscal year 2024, the Company determined the number of restricted stock units awarded by dividing the dollar value of the grant by the closing stock price on the grant date, subject to rounding. For fiscal year 2024, the nominal value of the annual equity award for full-year directors was $200,000. Restricted stock unit awards granted to directors generally vest in one year. They do not automatically vest upon a director’s departure from the Board. The Compensation Committee may recommend, and the Board may in its sole judgment approve, vesting of a restricted stock unit award upon a director’s departure from the Board if the departing director is found to be in good standing at the time of departure.

DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024

DIRECTOR EQUITY AWARDS OUTSTANDING

The following table sets forth the aggregate number of restricted stock units, and the number of shares that underlie exercisable stock options, that were held by the individuals who served as non-employee directors as of June 30, 2024, including options exercisable within 60 days after June 30, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

STOCK BENEFICIALLY OWNED BY PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the ownership by any person, including any “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), known to us to be the beneficial owner of more than 5% of the issued and outstanding shares of Common Stock as of August 31, 2024. Unless otherwise indicated, each of the shareholders named in the table has sole voting and investment power with respect to the shares beneficially owned. Ownership information is as reported by shareholder in their respective filings with the SEC, with the percent of common stock determined as of August 31, 2024.

STOCK BENEFICIALLY OWNED BY DIRECTORS AND OFFICERS

The following table shows the number of shares of Common Stock beneficially owned by all directors, our named executive officers, and all of our directors and executive officers as a group, as of August 31, 2024. The beneficial ownership reflected in this table includes shares that could have been acquired within 60 days of that date through the exercise of stock options or vesting of restricted stock units. The number of shares “beneficially owned” is defined by Rule 13d-3 under the Exchange Act. Unless otherwise indicated, each individual and member of the group has sole voting power and sole investment power with respect to shares owned. None of the shares reflected in the table below have been pledged as security.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of a class of the Company’s registered equity securities to file with the SEC and deliver to the Company initial reports of ownership, and reports of changes in ownership, of such securities. Based solely on our review of Section 16(a) reports, and written representations that our directors and executive officers have furnished to us, we believe that all reporting persons complied with all Section 16(a) filing requirements during our fiscal year 2024, other than the late reporting of an award to Mr. Pagliuca.

EXECUTIVE OFFICERS

Set forth below is information concerning our executive officers as of September 7, 2024.

Biographical information for JAMES R. ANDERSON may be found in the “DIRECTORS” section of this proxy statement.

RICHARD MARTUCCI joined the Company in 2015 as the Infrared Optics Division Controller and has since served as the Laser Solutions Segment Vice President of Finance, the Materials Segment Vice President of Finance, and the Senior Vice President of Business Operations. In September 2023, he was appointed the interim Chief Financial Officer and interim Treasurer of the Company. Prior to joining the Company, Mr. Martucci served in various financial roles at Xylem Inc. and Thermo Fischer Scientific Inc. He has over 30 years’ experience in finance and manufacturing operations across several industries. Mr. Martucci holds a bachelor of science degree in Business Administration from Robert Morris University and an MBA from Gannon University. He is a registered CPA in the state of Illinois.

GIOVANNI BARBAROSSA joined the Company in 2012 and has been the Chief Strategy Officer of the company and the President of the Materials Segment since 2019. Previously, he was the Chief Technology Officer of the company and the President of the Laser Solutions Segment. Dr. Barbarossa was employed at Avanex Corporation from 2000 through 2009, serving in various executive positions in product development and general management, ultimately serving as the President and Chief Executive Officer. When Avanex merged with Bookham Technology, forming Oclaro, Dr. Barbarossa became a member of the Board of Directors of Oclaro and served as such from 2009 to 2012. Previously, he had management responsibilities at British Telecom, AT&T Bell Labs, Lucent Technologies, and Hewlett-Packard. Dr. Barbarossa graduated from the University of Bari, Italy, with a B.S. in Electrical Engineering, and has a Ph.D. in Photonics from the University of Glasgow, U.K.

RONALD BASSO joined the Company in 2019 as Vice President, Corporate Development, and was named Chief Legal and Compliance Officer and Secretary in March 2022. Previously, Mr. Basso was the Executive Vice President of Business Development, General Counsel & Secretary for Black Box Corp. for six years. Before that, his 28-year career at Buchanan Ingersoll & Rooney PC involved significant client engagements on corporate governance, securities, capital markets transactions, M&A, and executive compensation matters. He served on the II-VI IPO team in 1987 and as the Company’s SEC counsel for 25 years until he joined Black Box. Mr. Basso holds a bachelor’s degree (summa cum laude) in Economics and a Juris Doctor degree (Order of the Coif) from the University of Pittsburgh.

JULIE S. ENG was appointed Chief Technology Officer of the Company in October 2022. Prior to becoming CTO, Dr. Eng served as Senior Vice President and General Manager of the Company’s Optoelectronic Devices and Modules Business Unit. Dr. Eng joined the Company in 2019 with the acquisition of Finisar, where she held various senior management positions, including Executive Vice President and General Manager of 3D Sensing, and Executive Vice President of Datacom Engineering. Dr. Eng spent over 25 years in the optoelectronics and optical communications industries, including roles at AT&T, Lucent, and Agere. Dr. Eng received her PhD and M.S. in electrical Engineering from Stanford, and an M.S. and B.A. from Bryn Mawr College (summa cum laude) and a B.S., with honors from the California Institute of Technology (Caltech).

CHRISTOPHER KOEPPEN joined the Company in 2011 via the acquisition of Aegis Lightwave, Inc., where he served as General Manager, Aegis-NJ. He was named General Manager of the Agile Network Products Division in 2012 and Director of Corporate Strategic Technology Planning in 2015. He then served as Vice President of the Industrial Laser Group and Corporate Strategic Technology Planning from 2017 until his appointment as Chief Technology Officer in 2019. In October 2022, Dr. Koeppen was appointed Chief Innovation Officer of the Company. Previously, Dr. Koeppen was co-founder and CEO of CardinalPoint Optics, prior to its acquisition by Aegis Lightwave. He has more than two decades of progressively increasing general and technology management experience in high-tech companies, including at Meriton Networks, Mahi Networks, Photuris, and Lucent Technologies. Dr. Koeppen holds a Ph.D. in Physics from the University of Pennsylvania, where he was an AT&T Bell Laboratories Scholar, and B.S. degrees in Physics and Mathematics from the Pennsylvania State University.

ILARIA MOCCIARO joined the Company in February 2023 as the Senior Vice President, Chief Accounting Officer and Corporate Controller and became the principal accounting officer on August 31, 2023. She joined the Company from CDW, where she was the Vice President, Chief Accounting Officer and Controller from 2020 to 2022. From 2016 to 2020, she was the Senior Vice President, Chief Accounting Officer and Global Controller at Anixter International Inc., where she helped close the sale of Anixter to Wesco. From 2011 to 2016, Ms. Mocciaro was the Chief Accounting Officer of the agricultural and construction equipment segments at CNH Industrial NV., after serving as Director of Accounting and Reporting. She led internal Audit at McMaster-Carr Supply Company from 2010 to 2011 and previously held several management positions at Ernst & Young LLP in Chicago and Milan, Italy, from 1997 to 2010. Ms. Mocciaro holds a B.A.degree in Accounting and Business Administration from the Catholic University of the Sacred Heart (Universita Cattolica del Sacro Coure) in Milan.

NON-BINDING ADVISORY VOTE TO APPROVE THE COMPANY’S 2024 NAMED EXECUTIVE OFFICER COMPENSATION, AS DISCLOSED IN THIS PROXY STATEMENT (PROPOSAL 2)

As described in the “Compensation Discussion and Analysis” section of this proxy statement, we believe that we have created a pay-for-performance executive compensation program that is linked to our strategy and the drivers of long-term shareholder value, helps us attract and retain executive talent, and aligns the long-term interests of our executives and shareholders.

We urge shareholders to read the Compensation Discussion and Analysis, as well as the Summary Compensation Table, and the related compensation tables and narratives of this proxy statement. This information provides detailed information regarding our executive compensation philosophy, program, policies and processes, as well as the compensation paid to our NEOs. As has been our practice, the Company will continue to respond to investor questions during meetings occurring throughout the year.

The Board requests shareholders to vote to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the shareholders of Coherent Corp. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as described and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in the proxy statement for the Company’s 2024 Annual Meeting of Shareholders.

Because this vote is advisory, it will not be binding upon the Board or the Compensation Committee. However, the Compensation Committee will take the outcome of the vote into account when considering future executive compensation arrangements.

EXECUTIVE COMPENSATION

FISCAL YEAR 2024 COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) discusses the philosophy, objectives, process, components and additional aspects of our fiscal year 2024 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further compensation information for our named executive officers (“NEOs”) for our fiscal year ended June 30, 2024 (“fiscal year 2024”) who were the following:

Quick CD&A Reference Guide

I. EXECUTIVE SUMMARY

Company Overview

Coherent Corp. (“Coherent”, the “Company,” “we,” “us” or “our”), a global leader in materials, networking, and lasers, is a vertically integrated manufacturing company that develops, manufactures, and markets engineered materials, optoelectronic components and devices, and lasers for use in the industrial, communications, electronics and instrumentation markets. Headquartered in Saxonburg, Pennsylvania, Coherent has research and development, manufacturing, sales, service, and distribution facilities worldwide. Coherent produces a wide variety of lasers, along with application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to enable its customers.

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.

Fiscal Year 2024 Financial Results

Coherent’s Revenues for the fiscal year ended June 30, 2024 decreased 9% to $4,708 million, compared to $5,160 million for the prior fiscal year. Revenues 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.

Gross margin for the year ended June 30, 2024 was $1,456 million, or 30.9%, of total revenues, compared to $1,618 million, or 31.4% of total revenues, for fiscal 2023, a slight decrease of 43 basis points.

Non-GAAP Gross Margin was 36.0%, compared to 38.4% in the prior year.

Non-GAAP Operating Margin was 15.1%, compared to 18.7% in the prior year.

Net loss was $(1.84) per diluted share. Non-GAAP net income was $1.67 per diluted share.

Restructuring charges related to our Restructuring Plan for the year ended June 30, 2024 were $27 million, or 1% of revenues, and consisted primarily of accelerated depreciation, equipment write-offs and move costs due to the consolidation of certain manufacturing sites.

For a discussion of certain non-GAAP financial measures referred to in this proxy statement, including Non-GAAP Gross Margin, Non-GAAP Operating Margin and Non-GAAP net income per share, as well as a reconciliation of these items to the most directly comparable financial measures calculated and presented in accordance with GAAP, reference is made to our Form 8-K filed with the SEC on August 15, 2024. We believe that these non-GAAP measures are helpful to management and investors as a measure of operating performance because they exclude various items that do not relate to or are not indicative of operating performance. Such non-GAAP measures should not be considered as a substitute for the corresponding measures reported in accordance with GAAP.

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.

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 75^th 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.

Fiscal Year 2023 Coherent Say on Pay Vote

At the Fiscal Year 2023 annual meeting of Coherent’s shareholders, our shareholders approved the compensation of our NEOs on an advisory basis, with approximately 95.7% of the votes cast “For” such approval. The Committee interpreted shareholder approval of the executive compensation program at such a level as indicating that a substantial majority of shareholders viewed Coherent’s executive compensation program, plan design and governance as continuing to be well aligned with shareholder interests, their investor experience and business outcomes.

To ensure investor views are incorporated into the planning process, Coherent engages with shareholders on an ongoing basis to gather their perspectives. Through this shareholder outreach, Coherent established important feedback channels that served as a valuable resource for ongoing input from Coherent shareholders.

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.

Compensation Program Governance

Coherent assesses the effectiveness of the executive compensation program on an ongoing basis and reviews risk mitigation and governance matters, which includes the following best practices:

III. COMPENSATION DETERMINATION PROCESS

Role of the Committee

The Committee establishes the compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews the compensation of the NEOs and recommends it for approval by the Board of Directors.

The Committee structures the executive compensation program to accomplish articulated compensation objectives in light of the compensation philosophy described above.

In accordance with its charter, the Committee establishes total compensation for the CEO (generally at the beginning of the fiscal year). The Committee established Dr. Mattera’s total compensation at the outset of fiscal year 2024 and the new hire compensation of Mr. Anderson near the end of fiscal year 2024. The Committee reviews and evaluates the performance of the CEO (Dr. Mattera) and develops base salary and incentive compensation recommendations. Dr. Mattera did not play any role with respect to any matter affecting his own compensation and was not present when the Committee discussed and formulated its recommendation for his compensation.

With the input of the CEO (Dr. Mattera for fiscal year 2024), the Committee also established the compensation for all the other executive officers. As part of this process, the CEO evaluated the performance of the other executive officers and made recommendations to the Committee regarding the compensation of each executive officer. The Committee gave significant weight to the CEO’s recommendations in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the Dr. Mattera. Nevertheless, the Committee and the Board made the ultimate determinations regarding the compensation for the executive officers.

Pursuant to its charter, the Committee is permitted to delegate its authority to the CEO to make certain equity grants to employees who are not Section 16 officers, its administrative duties with respect to certain retirement plans, and the development of agendas and minutes.

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.

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:

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.

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.

IV. COMPONENTS OF OUR COMPENSATION PROGRAM

Fiscal Year 2024 Components in General

The Committee selected the components of compensation set forth in the chart below to achieve Coherent’s executive compensation program objectives. The Committee regularly reviews all components of the program to verify that each executive officer’s total compensation is consistent with the compensation philosophy and objectives, and that the component is serving a purpose in supporting the execution of our strategy. The majority of each executive officer’s compensation is variable and at-risk, with a meaningful portion that is performance-based.

Fiscal Year 2024 Target Pay Mix

The target pay mix supports the core principles of Coherent’s executive compensation philosophy of pay for performance and aligning executive officers’ interests with those of Coherent and its shareholders, by emphasizing short- and long-term incentives.

The following charts outline the Committee’s allocation of annual target compensation payable to the CEO (Dr. Mattera) and to the other NEOs. The Committee allocates compensation among (i) base salary, (ii) short-term annual cash incentive opportunities and (iii) long-term annual equity.

A sizeable majority of target total direct compensation was variable, at-risk pay, consistent with Coherent’s pay-for-performance philosophy. Specifically, in fiscal year 2024, 91% of the CEO’s (Dr. Mattera) target total direct compensation was variable, at-risk compensation, and 77%, on average, of the target total direct compensation of the other NEOs was at-risk compensation. Coherent considered compensation to be “at risk” if it is subject to performance-based payment or vesting conditions or if its value depended on stock price appreciation.

The percentages of target total direct compensation as calculated above are based on the annualized fiscal year 2024 base salary, the fiscal year 2024 annual cash incentive compensation opportunities (assuming achievement at the target level), and the grant date fair value of the annual equity grants.

Base Salary

Base salaries provide fixed compensation to Coherent’s executive officers and help to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role and experience, and vary among executive officers based on a variety of considerations, including skills, experience, achievements and the competitive market for the position.

For newly hired executive officers, the Committee establishes initial base salaries through arm’s-length negotiations at the time the executive officer is hired, considering the position and the executive’s experience, qualifications, and the competitive market.

From time to time, the Committee considers and approves base salary adjustments for executive officers. The main considerations for a salary adjustment are similar to those used in initially determining base salaries, but may also include change in the competitive market, change of role or responsibilities, recognition for achievements or market trends.

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. (Mr. Anderson, Mr. Martucci and Mr. Basso were not NEOs for fiscal year 2023.)