Elizabeth Patrick
COHERENTAbout Elizabeth A. Patrick
Elizabeth A. Patrick is an independent director of Coherent Corp. (COHR), serving since 2023 as a Class One director; her current term expires in 2027. She brings global human capital expertise with prior CHRO/CPO roles, and holds a B.S. in Finance from Michigan State University and an MBA from Wayne State University. She is age 57 and serves on the Compensation and Human Capital Committee. No other public company directorships were held in the past five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diebold Nixdorf | Senior Vice President & Chief People Officer | 2019–2022 | Led global talent strategy, executive compensation, leadership development, HR systems and transformation |
| Veritiv Corporation | Senior Vice President & Chief Human Resources Officer | 2014–2019 | Oversaw executive compensation, leadership development, and organizational transformation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (past five years) | — | — | Proxy lists no other public company boards for Ms. Patrick |
Board Governance
- Independence and tenure: Independent director since 2023, Class One, term to 2027; age 57 .
- Committee assignments: Member, Compensation and Human Capital Committee (CHC); CHC membership comprises Michelle Sterling (Chair), Stephen Pagliuca, Elizabeth A. Patrick, Sandeep Vij, and Howard H. Xia .
- Attendance and engagement: The Board met 6 times in FY2025 and each director attended at least 75% of Board and committee meetings; CHC met 6 times and Audit & Risk met 7 times .
- Related-party oversight and conflicts: Audit & Risk Committee reviews and approves related party transactions; Coherent reported no related-person transactions in FY2025 under Item 404 of Regulation S-K .
- Shareholder engagement and compensation governance: In response to last year’s advisory say-on-pay vote, the CHC (including Ms. Patrick) committed to cap future executive cash severance at ≤3× base salary + target bonus, expanded TSR disclosure for 2023 PSUs, enhanced succession planning disclosure, and retained Compensia as independent compensation consultant .
Fixed Compensation
Director cash compensation program (role-based, not per meeting):
| Cash Component | Member ($) | Chair ($) |
|---|---|---|
| Full Board | $90,000 | $180,000 |
| Audit & Risk Committee | $15,000 | $30,000 |
| Compensation & Human Capital Committee | $10,500 | $21,000 |
| Nominating & Corporate Governance Committee | $10,000 | $20,000 |
Ms. Patrick’s FY2025 director compensation:
| Item | FY2025 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $100,500 |
| Stock Awards (grant-date fair value) | $220,025 |
| Option Awards | — |
| Non-Equity Incentive Plan Compensation | — |
| Change in Pension Value/Nonqualified Deferred Earnings | — |
| All Other Compensation | — |
| Total | $320,525 |
Performance Compensation
Director equity program details:
| Attribute | Details |
|---|---|
| Award type | Restricted Stock Units (RSUs) |
| Annual grant nominal value (full-year directors) | $220,000 |
| Grant sizing method | Dollar value divided by closing stock price on grant date; rounded |
| Vesting | Generally one year; no automatic vesting upon Board departure (Board may approve vesting on departure if in good standing) |
| Performance metrics | None; director equity awards are time-based |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None (past five years) | — | — | Reduces potential interlock/conflict risk |
Expertise & Qualifications
- Global expertise in talent strategy, executive compensation, leadership development, and organizational transformation; prior CPO/CHRO roles at Diebold Nixdorf and Veritiv .
- Education: B.S. in Finance (Michigan State University); MBA (Wayne State University) .
- Board skill alignment: Serves on CHC; background directly supports pay-for-performance alignment and human capital oversight .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership of common stock (as of Aug 31, 2025) | 2,831 shares; less than 1% |
| RSUs outstanding (as of Jun 30, 2025) | 2,831 RSUs |
| Stock options outstanding/exercisable | None |
| Pledged shares | None; proxy notes no shares pledged for listed insiders |
| Shares outstanding (denominator for % ownership) | 156,917,911 shares (as of Aug 31, 2025) |
| Director stock ownership guideline | ≥5× annual Board cash retainer (currently $450,000) within 5 years of joining Board; Board believes directors are making satisfactory progress toward compliance |
Governance Assessment
- Board effectiveness and alignment: Ms. Patrick’s CHRO/CPO background aligns with CHC responsibilities, supporting robust human capital and compensation oversight; her independence and committee membership are additive to board balance .
- Attendance and engagement: FY2025 attendance at least 75% for all directors; CHC met 6×, suggesting active oversight cadence .
- Pay program responsiveness: CHC actions (severance cap ≤3×, expanded TSR disclosure, succession planning detail, new independent consultant) address investor concerns—supportive of pay-for-performance credibility and investor confidence .
- Ownership alignment: She holds 2,831 shares and 2,831 RSUs outstanding; none pledged. While holdings are modest relative to the 5× retainer guideline, she remains within the five-year compliance window and the Board indicates satisfactory progress across directors .
- Conflicts/related-party exposure: No related-person transactions reported for FY2025; Audit & Risk Committee maintains ongoing oversight of conflicts and related party transactions—no red flags observed tied to Ms. Patrick .
RED FLAGS: None identified in FY2025 regarding related-party transactions, pledging, or attendance. Watch item: ownership guideline progress remains a monitoring area (standard for newer directors under five-year window) .