Enrico DiGirolamo
COHERENTAbout Enrico DiGirolamo
Independent Board Chair of Coherent Corp. (COHR); director since 2018; age 70 as of August 31, 2025 . Former CFO/SVP at Covisint, with prior senior finance and operating roles at Allstate and General Motors including CFO for GM Europe; holds a B.S. (Central Michigan), MBA (Eastern Michigan), and completed IMD’s Senior Executive Program (Lausanne) . The Board separated the Chair/CEO roles in 2024 and appointed Mr. DiGirolamo (formerly Lead Independent Director) as independent Board Chair in June 2024, enhancing oversight and independence . He qualifies as an “audit committee financial expert” under SEC rules and is a member of the Audit & Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covisint Corporation | Chief Financial Officer & Senior Vice President | 2013–2017 | Led finance for cloud IoT/Identity platform; strengthens Board oversight of complex tech and financial operations . |
| Allstate Insurance | Senior Vice President, Sales & Marketing and Finance | 2010–2013 | Blended commercial/finance experience; useful for customer/market lens on strategy . |
| General Motors (Global) | VP & CFO, GM Europe; various senior roles over 31 years, incl. 12 years international | 2008–2010 (CFO Europe); ~31-year career | Large-scale global operating and risk oversight experience; capital allocation discipline . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Senior advisor (tech/manufacturing/private equity firms) | Advisor | Current | Brings current market/transaction insight to Board . |
| Metromedia International Group | Director | 2010–2017 | Public company board experience; governance oversight . |
| Premier Trailer Leasing, Inc. | Director | 2012–2013 | Private company operating/gov. experience . |
| IdentiFix | Director | 2013–2014 | Industry/tech advisory exposure . |
| Garsite | Director | 2018–2024 | Portfolio/industrial oversight . |
Other public company boards (past five years): None .
Board Governance
- Roles and independence: Independent Board Chair; former Lead Independent Director (2022–June 2024); Board formally separated Chair/CEO in 2024 to strengthen oversight and independent leadership . All directors other than the CEO are independent per NYSE rules .
- Committee assignments: Member, Audit & Risk Committee; designated audit committee “financial expert” (SEC definition) .
- Attendance: Board met 6 times in FY2025; each director attended at least 75% of Board and committee meetings on which they served . Audit & Risk met 7 times in FY2025 .
- Chair responsibilities: Presides over Board and independent director executive sessions; liaises with CEO; sets agendas with CEO; can call independent director meetings .
- Shareholder engagement: Director-led program; the independent Board Chair led the outreach in FY2025 (contacted investors representing ~80% of shares; met with investors representing 44%; independent directors participated in 85% of meetings) .
- Governance policies: Related-party transactions reviewed/approved by Audit & Risk; none meeting SEC “related party” definition occurred in FY2025 . Anti-hedging and anti-pledging policy applies to directors . Mandatory resignation tender at age 76 policy; Board succession planning in place .
Fixed Compensation (Director Pay)
- Program structure (FY2025): Cash retainers and annual RSU grants for non-employee directors; role-based, not per-meeting .
- Cash retainer schedule (FY2025):
- Board membership: $90,000 (member) / $180,000 (Chair) .
- Committee retainers: Audit & Risk $15,000 (member)/$30,000 (chair); Compensation & Human Capital $10,500/$21,000; Nominating & Corporate Governance $10,000/$20,000 .
- Equity: Annual RSU grant nominal value $220,000; typically 1-year vest; number of units based on grant-date closing price .
| Director | Fees Earned (Cash) | Stock Awards (RSUs, grant-date fair value) | Options | Total |
|---|---|---|---|---|
| Enrico DiGirolamo | $199,000 | $220,025 | — | $419,025 |
Performance Compensation
- Directors do not receive performance-based cash bonuses or PSUs; equity is time-based RSUs (1-year vest) sized at a nominal $220,000 for full-year directors in FY2025 .
- No option awards were granted to directors in FY2025 .
| Element | Metric(s) | Weight | Target/Structure | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director Equity | None (time-based RSUs) | 100% | $220,000 nominal value | 1-year cliff | No performance conditions; standard director program . |
Other Directorships & Interlocks
| Company | Public/Private | Overlap/Interlock Risk |
|---|---|---|
| None (public company boards in past five years) | — | Low—no recent public company interlocks disclosed . |
| Prior boards (e.g., Metromedia International Group) | Public (historical) / Private | Historical; no current interlocks noted . |
Bain Capital maintains one nomination right (Stephen Pagliuca) under an investment agreement; not a DiGirolamo interlock but relevant to overall board composition .
Expertise & Qualifications
- Financial expertise (SEC audit committee financial expert), corporate finance, and transformation leadership across technology/manufacturing/mobility sectors .
- Global operations and risk management experience (31 years at GM; 12 years abroad; CFO GM Europe) .
- Education: B.S. Central Michigan; MBA Eastern Michigan; IMD Senior Executive Program .
- Board leadership: Independent Chair; led shareholder engagement in response to Say-on-Pay feedback –.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Common Stock) | 25,548 shares as of Aug 31, 2025; “less than 1%” of outstanding . |
| RSUs outstanding | 2,831 units as of June 30, 2025 . |
| Stock options | 3,911 options exercisable within 60 days of Aug 31, 2025 ; total options held 3,911; all exercisable . |
| Pledging | None of the shares in the beneficial ownership table have been pledged . |
| Director ownership guideline | Must own ≥5x annual Board cash retainer (currently $450,000) within 5 years of effectiveness (July 2022); Board indicates directors with ≥3 years’ tenure meet prior guideline and are progressing toward new guideline . |
| Trading/hedging policy | Hedging and pledging prohibited for directors; pre-clearance and blackout compliance required . |
| Section 16 compliance | All directors/officers reported compliant for FY2025 . |
Governance Assessment
-
Strengths
- Independent Board Chair with deep finance/operating background; separation of Chair/CEO implemented in 2024 enhances oversight .
- Audit & Risk Committee member and SEC-designated financial expert; committee also oversees related-party transactions and ERM, centralizing risk oversight rigor .
- Strong shareholder engagement led by the Chair; responsiveness to 2024 Say-on-Pay feedback (e.g., severance cap ≤3x salary+target bonus; enhanced TSR disclosure) supports investor alignment –.
- Director pay structure is balanced (cash + RSUs), with standard-market equity sizing and 1-year vest; no option grants or per-meeting fees; clear anti-hedging/pledging regime .
- Attendance at or above 75% and transparent committee activity levels (A&R met 7x) indicate engagement .
-
Potential Watch Items
- Age and tenure planning: mandatory resignation tender at age 76 suggests proactive succession planning for the Chair role within the next several years .
- Concentration of risk oversight in A&R (ERM and related-party transactions) requires sustained bandwidth and independence; Chair’s dual role as Board leader and A&R member merits continued monitoring, though independence is affirmed .
-
RED FLAGS
- None identified specific to DiGirolamo: no related-party transactions involving him disclosed; no pledging; Section 16 compliance on time; no director-level hedging allowed .
Director Compensation Detail (FY2025)
| Component | Amount |
|---|---|
| Cash fees (Board/Committee retainers) | $199,000 |
| Equity grant (RSUs; grant-date fair value) | $220,025 |
| Options granted | $0 |
| Total | $419,025 |
Program reference: Board Chair cash retainer $180,000; Audit & Risk member retainer $15,000; other committee fees per schedule; RSU nominal $220,000; 1-year vest .
Related-Party/Conflicts Controls
- All related-party transactions require Audit & Risk Committee approval; FY2025 proxy reports no related-party transactions meeting SEC thresholds .
- Insider trading policy prohibits shorting, derivatives, hedging, and pledging; designated insiders must preclear trades and observe blackout windows .
Say-on-Pay & Shareholder Feedback Context (Board-Led)
- Chair-led engagement after 2024 vote; actions included capping future executive cash severance at ≤3x salary+target bonus, enhanced disclosure on 2023 PSU TSR outcomes (108% payout), and succession planning disclosure – .
- Independent directors participated in 85% of shareholder meetings; outreach covered substantial ownership base –.
Committee Composition Snapshot (FY2025)
- Audit & Risk: Chair Stephen Skaggs; members include DiGirolamo; 7 meetings; multiple members designated financial experts .
- Compensation & Human Capital: Chair Michelle Sterling; 6 meetings .
- Nominating & Corporate Governance: Chair Joseph Corasanti; 4 meetings .
Director Equity Positions (as of FY2025)
| Security | Quantity |
|---|---|
| RSUs outstanding | 2,831 |
| Options outstanding (exercisable) | 3,911 |
| Beneficially owned common shares | 25,548; “<1%” |
None pledged; company prohibits pledging/hedging .
Conclusion
DiGirolamo brings robust financial leadership and global operating depth to an independent Board Chair role with explicit responsibilities separate from management, underpinned by strong committee governance and active investor engagement. No personal conflicts, pledging, or related-party exposure are disclosed, and director compensation/ownership policies align with market norms and shareholder alignment practices .