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Coherent (NASDAQ: COHR) locks CEO payout to multi-year stock gains

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Coherent Corp. (COHR) approved special, one-time performance stock unit (PSU) awards for key executives, including CEO James R. Anderson, with a target value of $50 million, and other leaders with targets of $15 million or $5 million. These awards are entirely performance-based, tied to ambitious stock-price and relative total shareholder return outcomes over a four-year performance period starting August 27, 2026.

PSUs can be earned only if specified stock price hurdles, measured as a 60‑day average, are met while Coherent’s total shareholder return exceeds the 50th percentile of the S&P Composite 1500 – Electronic Equipment, Instruments & Components Index. Payouts range from 50% to 200% of target based on achieving stock price levels aligned with 10%–25% compound annual stock price growth rates

Termination and change‑in‑control provisions are designed to keep the performance link: unearned PSUs are generally forfeited, while PSUs tied to already-achieved milestones may vest later, and change‑in‑control treatment involves converting earned PSUs into time-based awards with double‑trigger acceleration. The company notes that since Mr. Anderson became CEO in June 2024, it has delivered over 300% total shareholder return and record fiscal 2026 revenue.

Positive

  • Over 300% total shareholder return under current CEO since June 2024, alongside record revenue in fiscal 2026, demonstrates strong recent performance that underpins the rationale for the new long-term incentive structure.

Negative

  • None.

Filing Explained

The filing says its description of the performance stock unit awards is qualified by the full award agreements, which Coherent will file as an exhibit to its next periodic report; those agreements will provide the complete governing terms.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
CEO PSU target value $50 million Special performance stock unit award for CEO James R. Anderson granted on August 27, 2026
CFO PSU target value $15 million Special performance stock unit award for CFO Sherri Luther
CTO PSU target value $15 million Special performance stock unit award for CTO and EVP Optical Components Julie Eng
Chief Strategy and Legal PSU target value $15 million Special performance stock unit award for Chief Strategy and Legal Affairs Officer Rob Beard
Chief Supply Chain PSU target value $5 million Special performance stock unit award for Chief Supply Chain Officer Jeffrey Place
Lowest stock price hurdle $454.43 10% CAGR hurdle; earns 50% of Target PSUs if TSR is above 50th percentile of peer index
Highest stock price hurdle $757.77 25% CAGR hurdle; earns 200% of Target PSUs if TSR is above 50th percentile of peer index
Total shareholder return under CEO Anderson Over 300% Since James R. Anderson became CEO in June 2024 through fiscal 2026
performance stock units financial
"The Awards consist entirely of performance stock units (“PSUs”), with vesting"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
total shareholder return financial
"provided that, for each tranche earned, the Company’s total shareholder return"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
compound annual stock price growth rates financial
"The applicable stock price milestones correspond to the specified compound annual stock price growth rates"
change-in-control financial
"Upon a change-in-control, the Performance Period ends and milestone achievement"
A change-in-control is a transaction or event that shifts who ultimately owns or runs a company—such as a sale, merger, or transfer of a majority of voting shares—and often triggers contractual protections, payoffs or rule changes. Investors care because it can instantly alter a company’s leadership, strategy, cash flows and the value or timing of stock payouts, much like handing a house’s keys to a new owner who may change the rules and distribute proceeds differently.
double-trigger acceleration financial
"subject to double-trigger acceleration upon a qualifying termination of employment"
A contractual feature in employee equity plans that speeds up the vesting of stock awards only when two specific events happen, most commonly a change of company control (like a sale or merger) and a qualifying termination of employment (such as being fired without cause). It matters to investors because it can change how much equity converts or becomes payable in a deal — like a safety net that frees up shares only if both conditions occur — affecting takeover costs, share dilution, and employee incentives around transactions.

FAQ

What did COHR announce regarding executive compensation on August 27, 2026?
Coherent Corp. approved special, one-time performance stock unit (PSU) awards for key executives, including CEO James R. Anderson, fully tied to stock price and relative total shareholder return performance over a four‑year period, followed by a one‑year holding requirement.

How large are the special PSU awards for Coherent Corp. (COHR) executives?
The PSU awards have target values of $50 million for CEO James R. Anderson, $15 million each for CFO Sherri Luther, CTO Julie Eng, and Chief Strategy and Legal Affairs Officer Rob Beard, and $5 million for Chief Supply Chain Officer Jeffrey Place.

What performance conditions determine PSU payouts at COHR?
PSUs may be earned if Coherent’s stock achieves preset price hurdles over a 60‑day average during a four‑year period and the company’s total shareholder return exceeds the 50th percentile of the S&P Composite 1500 – Electronic Equipment, Instruments & Components Index.

What stock price hurdles apply to Coherent Corp.’s PSU awards?
The hurdles correspond to compound annual stock price growth rates: at 10% CAGR the 60‑day average price must reach $454.43 for 50% of target PSUs; at 25% CAGR it must reach $757.77 for 200% of target PSUs, with two intermediate levels.

How long is the vesting and holding period for COHR’s special PSUs?
PSUs can be earned during a four-year performance period starting August 27, 2026, but do not vest until that period ends. Any vested PSUs are then subject to an additional one‑year holding period before they can be traded.

How are the COHR PSU awards treated upon termination or change-in-control?
If terminated without cause (outside a qualifying change‑in‑control), PSUs tied to achieved milestones vest at the end of the performance period; others are forfeited. Upon a change‑in‑control, performance is measured using deal consideration, earned PSUs convert to time‑based awards, and may accelerate on a double‑trigger basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000820318 0000820318 2026-08-27 2026-08-27
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2026

 

 

Coherent Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-39375   25-1214948

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

375 Saxonburg Boulevard

Saxonburg, Pennsylvania 16056

(Address of Principal Executive Offices) (Zip Code)

(724) 352-4455

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, no par value   COHR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

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 Item 8.01 of this Current Report on Form 8-K under the headings “Performance Stock Units”, “Shareholder-Aligned Award Design”, and “Shareholder-Aligned Termination Provisions” is incorporated by reference into this Item 5.02.

 

Item 8.01.

Other Events.

Performance Stock Units

On August 27, 2026 (the “Grant Date”), the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of Coherent Corp. approved special incentive awards for key members of its leadership team, including James R. Anderson, the Company’s Chief Executive Officer, with a target value of $50 million, Sherri Luther, the Company’s Chief Financial Officer, with a target value of $15 million, Julie Eng, Chief Technology Officer and Executive Vice President, Optical Components, with a target value of $15 million, Rob Beard, Chief Strategy and Legal Affairs Officer, with a target value of $15 million, and Jeffrey Place, Chief Supply Chain Officer, with a target value of $5 million (collectively the “Awards”). The Awards consist entirely of performance stock units (“PSUs”), with vesting tied to the achievement of significant share price growth milestones, satisfaction of a relative total shareholder return hurdle and a continued service requirement through 2030. The Awards were granted pursuant to and under the Coherent Corp. Omnibus Incentive Plan, as amended and restated.

Advancing Coherent’s Transformative Growth and Shareholder Value Creation

Under Mr. Anderson’s leadership and with the support of the executive team, the Company has delivered substantial shareholder value and strengthened its strategic and competitive position as an influential technology leader. Since Mr. Anderson became the Company’s CEO in June 2024, Coherent has delivered over 300% in total shareholder returns and achieved record revenue in the recently completed fiscal year 2026. Together with the executive team, Mr. Anderson has successfully repositioned the Company’s portfolio toward its highest-growth opportunities, advancing a differentiated pipeline of innovative technologies and establishing ambitious long-term objectives.

The Committee believes retaining Mr. Anderson and the current executive leadership team through this stage of technology investment, capacity expansion, customer engagement and operational execution is paramount to sustaining Coherent’s strategic momentum and capitalizing on opportunities presented by the next generation of AI and computing infrastructure. Following a deliberate process carried out in tandem with its annual executive compensation cycle, the Committee determined that these Awards, which are not a part of the Company’s regular compensation program, were necessary to retain this executive team and incentivize continued execution through our next phase of accelerated growth.

Shareholder-Aligned Award Design

Consistent with the Committee’s objective of aligning pay outcomes with long-term value creation and sustained shareholder returns, 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. No portion of the Awards can be earned if these absolute and relative stock price performance hurdles are not met simultaneously, i.e., a tranche will only vest if rTSR is above median when a price hurdle is met.

The applicable stock price milestones correspond to the specified compound annual stock price growth rates (“CAGR”) in the Company’s stock price as specified below. In approving the Awards and establishing the stock price milestones, the Committee took into consideration that Coherent’s stock is currently trading near all-time high stock prices with significant volatility, as well as market data provided by its independent compensation consultant regarding CAGRs used for comparable awards of similar magnitude. The Committee set the milestones on the rigorous end of those observed, consistent with the highly ambitious strategic objectives set for the Company’s growth and the associated magnitude of Coherent’s long-term shareholder value creation potential during the next four-year period.

 

     

CAGR

   

Stock Price Hurdles

(consecutive 60-day calendar average)

   

% of Target PSUs Earned

10%    $454.43    50%
15%    $542.86    100%
20%    $643.61    150%
25%    $757.77    200%

The Awards may be earned at any time during the Performance Period upon achievement of the applicable performance hurdles and rTSR requirement, with no interpolation between hurdles, except in a change-in-control event, as further described below. However, 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.

Shareholder-Aligned Termination Provisions

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.

Upon a change-in-control, the Performance Period ends and milestone achievement is measured using the per share consideration payable in the transaction, with linear interpolation applied. Earned PSUs on that basis will convert into time-based awards that continue to vest over the remainder of the vesting period, subject to double-trigger acceleration upon a qualifying termination of employment by the Company without cause or by the executive for good reason during the applicable change-in-control protection period. Additionally, in that case the holding period is eliminated.

The foregoing description of the Awards is qualified in its entirety by reference to the full text of the applicable form of award agreement, which will be filed as an exhibit to the Company’s next periodic report and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements relating to future events and expectations that are based on certain assumptions and contingencies. The forward-looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements in this Current Report involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. Forward-looking statements are also identified by words such as “expects,” “anticipates,” “intends,” “believes,” “plans,” “projects” or similar expressions.

The Company believes that all forward-looking statements made in this Current Report have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements herein include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the risks that the Company’s stock price will not trade in line with industrial technology leaders or its peers; (iii) the risks that the Company’s relative total shareholder return will not meet the required thresholds; (iv) the risks that key members of the Company’s leadership team may not remain with the Company notwithstanding the Awards; and (v) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, and additional risk factors that may be identified from time to time in future filings of the Company. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Coherent Corp.
Date: August 31, 2026     By:  

/s/ Rob Beard

      Rob Beard
      Chief Strategy and Legal Affairs Officer

Source: View Original Filing on SEC EDGAR

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