Coherent (COHR) Proxy Filing summary

Executive summary

• Achieved record revenue of $5.81B in fiscal 2025, a 23% increase year over year, with significant improvements in gross margin and EPS; paid down $437M in debt, reducing net leverage to 2.0x at year-end.

• Refocused portfolio on datacenter, communications, and industrial lasers, divesting non-core businesses such as aerospace and defense to optimize for long-term growth and profitability.

• Strengthened executive leadership with key appointments, including a new CEO, CFO, and Chief Legal Officer, and refreshed 70% of independent directors over the past five years.

• Enhanced shareholder engagement, contacting investors representing 80% of shares and implementing changes in response to feedback, especially regarding executive compensation.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of five Class Two directors for three-year terms, (2) non-binding advisory vote on 2025 executive compensation, and (3) ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 14 members, 93% independent, with a diverse mix of skills in finance, technology, operations, and governance.

• Separated roles of Board Chair and CEO in 2024 to enhance independent oversight; Board Chair is now independent.

• Board committees restructured: Audit and Risk, Compensation and Human Capital, and Nominating and Corporate Governance, each with updated charters and responsibilities.

• Annual self-evaluations and director succession planning in place; directors limited to four public boards and must retire before age 76.