| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 13, 2023, Coherent Corp. (the “Company”) and Mary Jane Raymond, the Company’s Chief Financial Officer, Treasurer and principal financial officer (“CFO”), mutually agreed that she would conclude her services as the Company’s CFO as of September 29, 2023 (the “Effective Date”).
On September 13, 2023, the Company and Ms. Raymond entered into a Transition Services and Final Agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Ms. Raymond will remain employed by the Company in a full-time, non-executive role during the period (the “Transition Period”) beginning on the Effective Date and generally continuing until April 1, 2024 (the “Final Date”), at which time she will automatically separate from service with the Company. During the Transition Period, Ms. Raymond will report to the Company’s Chief Executive Officer (“CEO”) and perform those tasks as may be reasonably requested by the CEO.
The Transition Agreement provides for the following compensation for Ms. Raymond for her services during the Transition Period:
| | • | | During the Transition Period, Ms. Raymond’s annualized rate of base salary will remain the same as her current base salary. |
| | • | | For fiscal year 2024, Ms. Raymond will be eligible to earn annual cash incentive compensation under the Company’s BIP and GRIP programs in which she currently participates based on her current target award amounts under those programs. Actual amounts payable will be the minimum of 100% of the target or at the actual payout if above 100%. |
| | • | | Ms. Raymond will receive equity awards for fiscal year 2024 under the Company’s long-term incentive compensation program as follows: 16,261 shares will be awarded as time-vesting restricted stock units (“RSUs”) and 13,304 shares will be awarded as the target number for fiscal year 2024-2026 performance share units (“PSUs”), consistent with the fiscal year 2024 award design for other executive officers. She will not receive additional equity compensation awards for services during the Transition Period. |
| | • | | Ms. Raymond will continue to be eligible to participate in the employee benefit plans generally available to employees of the Company. |
Unless it is mutually agreed to be sooner, Ms. Raymond’s employment with the Company will automatically conclude on the Final Date which will be treated as a “Qualifying Termination” under the Company’s Executive Severance Plan. As a result, she will be eligible to receive benefits under Section 3.01 of the Executive Severance Plan for a “Qualifying Termination” during a “Non-CIC Period” (as those terms are defined in the Executive Severance Plan), except that she will be entitled to salary continuation for three (3) additional months and health coverage costs for four (4) additional months. Receipt of benefits under the Executive Severance Plan are conditioned on Ms. Raymond providing a release of claims and complying with all applicable post-employment covenants. In addition, upon termination, (i) Ms. Raymond’s outstanding RSUs will fully vest, (ii) her PSUs will continue to vest, without proration, as if she had remained employed through June 30, 2026, but subject to actual performance, and (iii) outstanding stock options will remain exercisable for the full option term.
The Transition Agreement provides that Ms. Raymond’s employment may terminate before the Final Date due to her death, disability, voluntary resignation, or involuntary termination by the Company for cause. In any such case, she will only be entitled to receive her earned but unpaid base salary, vested benefits under the Company’s benefit plans, and the value of unreimbursed expenses payable under the Company’s business expense reimbursement policy. The preceding summary of the Transition Agreement is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the Transition Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
