NYSE: COHR COHERENT CORP. 8-K

Coherent grants CEO James Anderson $50M performance stock award tied to stock price and TSR hurdles

Filed August 31, 2026 · Period ending August 27, 2026 · ~1 min read

Key Changes

high

CEO James Anderson receives a $50M target performance stock unit award; CFO Sherri Luther, CTO Julie Eng, CSO Rob Beard each get $15M, and CSCO Jeffrey Place $5M.

Item 8.01 verify on EDGAR →
high

Awards are 100% performance-based, vesting only if stock price hurdles are met over 60 consecutive days and relative TSR exceeds the 50th percentile of the S&P Composite 1500 Electronic Equipment, Instruments & Components Index.

Item 8.01 verify on EDGAR →
high

Stock price hurdles: 10% CAGR ($454.43) earns 50% of target, 15% ($542.86) earns 100%, 20% ($643.61) earns 150%, and 25% ($757.77) earns 200%.

Item 8.01 verify on EDGAR →
medium

No PSUs vest until the end of the four-year performance period, and vested shares are subject to an additional one-year holding period, making them untradeable for five years from grant.

Item 8.01 verify on EDGAR →
medium

Termination without cause (outside change-in-control) allows vesting only for achieved milestones; voluntary or for-cause termination forfeits the entire award.

Item 8.01 verify on EDGAR →

Summary

Coherent Corp. disclosed that its Compensation and Human Capital Committee approved special incentive awards for five key executives, led by CEO James Anderson with a $50 million target value.

The awards are entirely performance-based stock units that vest only if the company's stock price achieves specified compound annual growth hurdles over a four-year period and relative total shareholder return exceeds the 50th percentile of the S&P Composite 1500 Electronic Equipment, Instruments & Components Index.

The stock price hurdles range from a 10% CAGR ($454.43) earning 50% of target to a 25% CAGR ($757.77) earning 200% of target. For retail investors, this structure tightly aligns executive compensation with long-term shareholder value creation. The awards cannot be earned unless both absolute stock price growth and relative TSR hurdles are met, and even then, no shares vest until the end of the four-year performance period, with an additional one-year holding period. This means executives cannot monetize the awards for five years from grant, reducing short-termism risk. The termination provisions further protect shareholders: unachieved milestones are forfeited on departure, and voluntary or for-cause termination results in full forfeiture. The filing also includes an Item 5.02 section, but the body text is truncated, so the specific officer or director event cannot be determined from the provided excerpt. No red flags are identified in the disclosed information.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~38 words

Coherent Corp. filed an 8-K under Item 5.02 regarding officer/director changes, but the body text is incomplete.

1 Added

Added Item 5.02 disclosure medium

Added in current filing · verify on EDGAR →

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in

The 8-K includes an Item 5.02 section, which is used to disclose departures, elections, appointments, or compensatory arrangements involving directors or certain officers. The body text is truncated after 'The information set forth in', so the specific event cannot be determined from the provided excerpt.

Event · Item 8.01 — Other Events

~1,800 words

Coherent grants performance stock units to top executives, including a $50M target award to CEO James Anderson, tied to stock price growth and relative TSR hurdles through 2030.

3 Added

Added Performance hurdles and vesting structure high

Added in current filing · verify on EDGAR → · paraphrased

The Awards are 100% performance-based and may be earned based on the achievement of pre-set Company stock price hurdles during the four-year period beginning on the Grant Date (the “Performance Period”), measured over 60 consecutive calendar days, provided that, for each tranche earned, the Company’s total shareholder return (“TSR”) is above the 50th percentile relative to the S&P Composite 1500 – Electronic Equipment, Instruments & Components Index.

The PSUs are 100% performance-based. They can be earned only if the company's stock price achieves specified hurdles over a 60-consecutive-day average during a four-year performance period, and only if relative total shareholder return is above the 50th percentile of the S&P Composite 1500 Electronic Equipment, Instruments & Components Index. No portion of the award can be earned if both the absolute and relative hurdles are not met simultaneously.

Added Vesting and holding period medium

Added in current filing · verify on EDGAR →

no portion of the award will vest until the conclusion of the four-year Performance Period. Further, any PSUs that vest are subject to an additional one-year holding period following the Performance Period, and therefore will not be tradable by the recipients until five years following the date of grant.

Even if performance hurdles are met early, no PSUs vest until the end of the four-year performance period. Vested PSUs are then subject to an additional one-year holding period, meaning recipients cannot trade the shares until five years after the grant date. This aligns executive pay with long-term shareholder value creation.

Added Termination and change-in-control provisions medium

Added in current filing · verify on EDGAR →

Upon a termination of employment by the Company without cause, other than in connection with a qualifying change-in-control, PSUs corresponding to milestones already achieved will vest at the end of the four-year performance period and be subject to the one-year holding period. PSUs corresponding to milestones not yet achieved are forfeited in full, including in the event of an executive’s death or disability, as set forth in the applicable award agreement. Voluntary termination, other than in connection with a qualifying change-in-control, and termination for cause will result in forfeiture of the Award.

The termination provisions are shareholder-aligned. If an executive is terminated without cause (outside a change-in-control), only PSUs for milestones already achieved will vest at the end of the performance period, subject to the holding period. Unachieved milestones are forfeited in full, including on death or disability. Voluntary termination or termination for cause results in full forfeiture. In a change-in-control, the performance period ends and milestone achievement is measured using the per-share consideration, with linear interpolation applied.