8-K

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: August 31, 2023

Coherent Corp.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-39375	25-1214948
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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
Series A Mandatory Convertible Preferred Stock, no par value	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

On August 31, 2023, the Board of Directors of Coherent Corp. (the “Company”) appointed Ilaria Mocciaro the principal accounting officer of Coherent, effective September 1, 2023. Ms. Mocciaro joined the Company on February 13, 2023 as its Senior Vice President, Chief Accounting Officer, and Corporate Controller. From 2020 to 2022, Ms. Mocciaro, age 52, was the Vice President, Chief Accounting Officer and Controller of CDW Corporation. 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 International Inc. to WESCO International, Inc. From 2011 to 2016 she was the Chief Accounting Officer of the agricultural and construction equipment segments at CNH Industrial N.V. - after serving as Director of Accounting and Reporting. From 2010 to 2011, she was the Head of Internal Audit at McMaster-Carr Supply Company, 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 (Università Cattolica del Sacro Cuore) in Milan, Italy.

Pursuant to the terms of the Offer Letter accepted by Ms. Mocciaro on February 5, 2023, Ms. Mocciaro received a $50,000 sign-on bonus and, on February 28, 2023, she received an initial “new hire” equity grant under the Company’s current Amended and Restated 2018 Omnibus Incentive Plan, consisting of restricted stock units with a value of approximately $270,000, which will vest over a three-year period at a rate of 1/3 on each anniversary of the grant. Ms. Mocciaro will also receive an initial base annual salary of $375,000 and she will be eligible to receive an annual incentive bonus for fiscal year 2023 of up to $412,500, payable based on the achievement of certain pre-established goals. The preceding summary of the Offer Letter is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the Offer Letter attached hereto as Exhibit 10.1, which is incorporated herein by reference.

In August, 2023, Ms. Mocciaro received an equity grant under the Company’s current Amended and Restated 2018 Omnibus Incentive Plan, consisting of restricted stock units with a value of approximately $220,000, 70% of which will be time based and vest over a three-year period at a rate of 1/3 on each anniversary of the grant, and 30% of which will be performance based which will vest at the end of a three year period, in each case, subject to her continued employment.

On September 1, 2023, Ms. Mocciaro entered into the Company’s form of Participation Agreement for the II-VI Incorporated Executive Severance Plan. In the event of a termination by the Company without “cause” or by Ms. Mocciaro for “good reason,” Ms. Mocciaro will be eligible to receive the following under the Company’s Executive Severance Plan:

• if the termination takes place outside of a CIC Period (which is a period of 18 months beginning on a CIC), an amount equal to 12 months of then-current annual base salary, payable in accordance with the Company’s regular pay schedule, over the 12 months following the qualifying termination;

• if the termination takes place during a CIC Period, (i) a lump sum cash payment equal to the sum of (A) 24 months of then-current annual base salary, plus (B) Ms. Mocciaro’s annual target bonus for the year in which the termination occurs, and (ii) accelerated vesting of all outstanding equity compensation awards; and

• a lump sum cash payment by the Company equal to the cost of Ms. Mocciaro’s health care insurance premiums for a period of (x) 12 months in the event of a qualifying termination other than during a CIC Period, or (y) 18 months in the event of a qualifying termination during a CIC Period.

Severance benefits are conditioned upon Ms. Mocciaro giving the Company a general release of claims at the time of separation. Benefits are also conditioned upon her compliance with certain covenants regarding confidentiality, assignment of inventions, non-competition, and non-solicitation. The Executive Severance Plan does not provide any gross-up payment for excise taxes. Instead, the plan requires payments to be scaled back to an amount that would not trigger the excise taxes, if such reduction would result in the participant retaining a larger amount on an after-tax basis. The preceding summary of the terms and conditions of the form of Participation Agreement for the II-VI Incorporated Executive Severance Plan and the Executive Severance Plan is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the form of Participation Agreement for the II-VI

Incorporated Executive Severance Plan and the form of the II-VI Incorporated Executive Severance Plan, copies of which have been filed as Exhibits 10.2 and 10.1, respectively to the Company’s Form 8-K, filed with the U.S. Securities and Exchange Commission on August 22, 2019.

On September 1, Ms. Mocciaro entered into the Company’s form of Indemnification Agreement between the Company and its directors and officers, a copy of which has been filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, filed with the U.S. Securities and Exchange Commission on August 18, 2018.

Ms. Mocciaro is also eligible to participate in the full range of benefits offered by the Company, including health and welfare plans, medical and dental, life and accident insurance, disability coverage and flexible spending accounts, as well as the Company’s employee stock purchase plan, current retirement and 401(k) plan, and be subject to various confidentiality and non-competition requirements.

There have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Ms. Mocciaro that are required to be disclosed under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 10.1	Offer Letter with Ilaria Mocciaro, dated February 5, 2023.
Exhibit 104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

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: September 1, 2023	By:	/s/ Ronald Basso
		Ronald Basso
		Chief Legal and Compliance Officer

EX-10.1

Exhibit 10.1

Coherent Corp. 375 Saxonburg Blvd. Saxonburg, PA 16056-9499 USA

February 5, 2023

Ilaria Mocciaro

Dear Ilaria,

On behalf of Coherent Corp., I am pleased to confirm the offer of employment to you for the position of Senior Vice President, Chief Accounting Officer, and Corporate Controller reporting to Mary Jane Raymond. Upon attainment of Board of Director approval and the reinstatement of your CPA you will be named the Principal Accounting Officer, which is an officer of the Company and a Section 16 filer. The compensation and employee benefits programs that accompany this position are outlined as follows.

At our foundation, you will find a culture built on:

• I CARE Values: Integrity, Collaboration, Accountability, Respect, and Enthusiasm

• Quality: Fully satisfying customers and continually improving

• Mission: Enabling the world to be safer, healthier, closer, and more efficient

• Vision: A world transformed through innovative materials vital to a better life today and the sustainability of future generations

Base Salary and Bonus Plan

You will receive a base salary of $14,423 bi-weekly, ($375,000 annualized). You will be eligible to participate in our bonus program at a level of 55 percent of your base salary for a target bonus of $206,250. It is prorated based on your date of employment at a rate of 100% for the prorated timeframe. Our fiscal year is July 1^st through June 30^th.

Equity Awards

We will recommend to the Human Capital and Compensation Committee of the Board of Directors that you be considered for an equity award of restricted stock units (RSUs) with a value of approximately $270,000. The RSUs vest over a three-year period at a rate of 1/3 on the first anniversary of the grant and 1/3 on the second and third anniversaries of the grant (subject to continued employment). The RSU grants are subject to the terms of our plan and applicable agreements. This equity is a New Hire grant. Future equity awards may vary in value or be eliminated.

Future Target Direct Compensation (TDC)

Your ongoing TDC to reflect your role to be offered during our annual merit process in August 2023 will be approximately ~$800,000 as noted below. Compensation is evaluated annually and adjusted based on performance and scope/role responsibilities.

• Base = ~$375,000

• Bonus = 55%

• Target Bonus = ~$206,250

• Target Cash Compensation = ~$581,250

• Annual Merit Equity Awards (granted August 28, 2023) = ~$220,000 (70% time-based and 30% performance-based)

• Target Direct Compensation = ~$801,250

Sign-on Bonus

In addition, we will provide you with a sign-on bonus of $50,000. This bonus will be owed to Coherent Corp. If you choose to leave the Company for other than Good Reason (Appendix) prior to two years of employment.

Employee Stock Purchase Plan (ESPP)

Twice per year, you may enroll in our ESPP. The plan gives employees the opportunity to purchase our stock at 85% of its fair market beginning or ending value during the period, paying for the stock through a company payroll deduction. You can contribute a maximum of 10% (maximum $25,000/yr.) of your annual base salary directed toward the purchase of stock under the terms of the program.

401(k)

You will automatically be enrolled in our 401(k) savings plan at 8% of your annual salary upon joining us. Per the terms of the Plan, we offer a 50% match on the first 8% of your annual contribution. Employer matching contributions vest at a rate of 25% per year of employment and will be fully vested after four years of employment.

Benefits Program

We offer an attractive employee benefits program that includes medical and dental insurance coverage, life and accident insurance, disability coverage, and flexible spending accounts. Your Paid Time Off will accrue at .77 days biweekly: four weeks annually.

Immigration

This offer is contingent upon proof of identity and work eligibility. In accordance with the Immigration Reform and Control Act, we require you to be a United States citizen or to have authorization to work in the United States. In either case, verification of your right to work is required within 72 hours of the start of your employment. Please complete the I-9 form via our Onboarding website prior to your first day of employment. The link will be emailed to you. On your first day of work, please bring the I-9 required documents that authenticate your work eligibility. If you do not receive the link within three business days, or If you anticipate having difficulty producing original documents, please contact our Human Resource Department.

Confidentiality and Non-Disclosure

We have a policy of non-disclosure to anyone within our Company of any confidential and/or proprietary information regarding your current employer and/or anyone else with whom you have, by reason of employment or otherwise, signed or are covered by a non-disclosure or similar agreement. Accordingly, please do not use, or disclose any proprietary information belonging to your current employer or any other person or company with which you have signed an agreement. Additionally, you confirm that you are not bound by any other lawful agreement with any prior or current employer, person or entity that would prevent you from fully performing your duties in the offered position.

Confidential Information and Arbitration

Because the Company’s proprietary information is extremely important, this offer of employment is expressly subject to your executing the Invention, Assignment, Confidentiality, Non-Competition, and Non-Solicitation Agreement and Arbitration Agreement forms found on our Onboarding website, as well as your agreement to follow other rules and policies that the Company may announce from time to time.

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At-Will Employment

This offer of employment is not for any specific length of future service; instead, your employment is “at will.” This means that you may terminate your employment with or without cause or prior notice, and the Company has the same right. In addition, the Company may change your compensation, benefits, duties, assignments, responsibilities, location of your position, or any other terms and conditions of your employment, at any time to adjust to the changing needs of our dynamic company. These provisions expressly supersede any previous representations, oral or written. Your at-will employment status cannot be modified unless it is written and signed by both you and the President of the Company.

Severance: If your employment is terminated as part of a restructuring or for no-cause, or if you resign with Good Reason (Appendix) and you sign and return the Release of Claims form provided by the Company (without revoking it) will receive the following severance benefits:

• 9 months base salary

• 9 months company paid COBRA benefits continuation

• 9 months non-competition/non-solicitation

Coherent Corp. offers growth potential in an exciting technology as well as the stability and strength of a well-established firm. We believe you will be a valuable addition to our staff, and I want to welcome you as part of the team.

This offer of employment and your continued employment are contingent upon your authorization of, and the satisfactory completion of a background check and drug screening conducted in accordance with local, state, and federal law by our background check provider and the issuance of the appropriate export license (if required). Please note that if this position has been deemed an ITAR compliant position this offer of employment is also contingent upon us obtaining any required license or other authorization for your access to technology or software controlled under the International Traffic in Arms Regulations or Export Administration Regulations.

This offer expires on February 6, 2023. We look forward to working with you. Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms of this agreement.

Best Regards,

Shirley Reha

Chief Human Resources Officer

I agree to and accept employment with Coherent Corp. on the terms and conditions set forth in this agreement.

Ilaria Mocciaro

February 2023

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Appendix:

“Cause” means that any of the following have occurred:

(i) the willful and continued failure by a Participant to perform the Participant’s duties and responsibilities with the Company (other than any such failure resulting from incapacity due to physical or mental illness or disability) which is not cured within thirty (30) days of receiving written notice from the Company specifying in reasonable detail the duties and responsibilities which the Company believes are not being adequately performed;

(ii) the willful engaging by a Participant in any act which is materially damaging to the Company;

(iii) the conviction of a Participant of, or a plea of “guilty” or “no contest” to: (A) any felony; or (B) a criminal offense involving fraud, dishonesty or other moral turpitude;

(iv) the engaging by a Participant in any intentional act of dishonesty resulting or intended to result, directly or indirectly, in personal gain to the Participant at the Company’s expense.

“Good Reason” means, without a Participant’s express written consent:

(i) a material reduction of the Participant’s employment responsibilities;

(ii) a material reduction by the Company of the Participant’s Base Salary;

(iii) a material increase in the amount of the Participant’s business travel which produces a constructive relocation of the Participant;

i. Ilaria’s projected business travel is estimated to be 50% year 1.

(iv) a material reduction by the Company in the kind or level of employee benefits to which the Participant is entitled immediately prior to such reduction with the result that the Participant’s overall benefits package is significantly reduced; or

(v) the relocation of the Participant to a facility or a location more than thirty (30) miles from the Participant’s Primary Work Location, unless such relocation results in the Participant’s primary work location being closer to the Participant’s then primary residence or does not substantially increase the average commuting time of the Participant.

i. Ilaria’s work location is identified as remote, currently Chicago.

Offer letter for candidate Ilaria Mocciaro

Candidate’s response “Accepted” was recorded on February 5, 2023

Business title Senior Vice President, Chief Accounting Officer, and Corporate Controller from job requisition Senior Vice President, Chief Accounting Officer, and Corporate Controller (2001625)

Job offer was extended on February 5, 2023

Electronically signed by Ilaria Mocciaro on February 5, 2023

Electronically signed from 98.220.98.152

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XML

Document and Entity Information	Aug. 31, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 31, 2023
Entity Registrant Name	Coherent Corp.
Entity Incorporation, State or Country Code	PA
Entity File Number	001-39375
Entity Tax Identification Number	25-1214948
Entity Address, Address Line One	375 Saxonburg Boulevard
Entity Address, City or Town	Saxonburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16056
City Area Code	724
Local Phone Number	352-4455
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000820318
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	COHR
Security Exchange Name	NYSE
Series A Mandatory Convertible Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Series A Mandatory Convertible Preferred Stock, no par value
Security Exchange Name	NONE
No Trading Symbol Flag	true