Coherent (COHR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 14, 2024, to be held virtually, with voting on key proposals including director elections, executive compensation, incentive plan amendment, and auditor ratification.

• CEO transition completed in June 2024, with James R. Anderson appointed as CEO and President, and Enrico DiGirolamo as independent Board Chair.

• Company emphasizes strong ESG initiatives, diversity, and ethical business conduct, with over 50% of global electricity from renewables and robust DEI policies.

Voting matters and shareholder proposals

• Shareholders will vote on: election of five Class One directors for three-year terms, non-binding advisory vote on executive compensation, approval of amended Omnibus Incentive Plan, and ratification of Ernst & Young LLP as auditor for FY2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by June 6, 2025.

Board of directors and corporate governance

• Board consists of 14 members, 13 of whom are independent; Board Chair is independent.

• Board committees: Audit, Compensation and Human Capital, ESG, and Strategy/Technology/Acquisition/Risk.

• Board diversity: 4 female, 5 racially/ethnically diverse directors; average tenure 4.6 years.

• Annual self-evaluations and director stock ownership requirements in place.

• Bain Capital retains board nomination rights as a major shareholder.