Giovanni Barbarossa
COHERENTAbout Giovanni Barbarossa
Giovanni Barbarossa is Coherent’s Chief Strategy Officer and President of the Materials Segment; he joined the company in 2012 and has served as CSO since 2019. He holds a B.S. in Electrical Engineering from the University of Bari and a Ph.D. in Photonics from the University of Glasgow; age 63 as of October 2, 2025 . Company performance under the refreshed leadership delivered FY2025 record revenue, stronger margins, and a 123% TSR, driving above-target annual incentive payouts tied to revenue and adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avanex Corporation | President & CEO | 2000–2009 | Led product development and general management; set foundation for later merger value |
| Oclaro (post Avanex–Bookham merger) | Director | 2009–2012 | Board oversight during integration and strategy |
| British Telecom | Management responsibilities | Not disclosed | Optical communications and network technology experience |
| AT&T Bell Labs / Lucent Technologies | Management responsibilities | Not disclosed | R&D and telecom innovation pedigree |
| Hewlett-Packard | Management responsibilities | Not disclosed | Broad tech operations exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company board roles disclosed |
Fixed Compensation
Multi-year summary compensation (USD):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $635,000 | $635,000 | $655,515 |
| Stock Awards (grant-date fair value) | $4,330,141 | $2,283,441 | $3,351,054 |
| Non-Equity Incentive Plan Compensation | $33,840 | $188,388 | $917,223 |
| All Other Compensation | $53,442 | $58,292 | $59,550 |
| Total | $5,052,423 | $3,165,122 | $4,983,342 |
FY2025 annual incentive opportunity:
| Component | Basis | Target Opportunity (% of Salary) | Actual Payout |
|---|---|---|---|
| GRIP (executive annual program) | 50% Revenue, 50% Adjusted EBITDA | 77% | $864,464 |
| BIP (broad-based bonus) | Adjusted EBITDA | 8% | $59,634 |
| Total cash bonus paid | — | — | $924,098 |
Performance Compensation
FY2025 GRIP metrics and payout:
| Metric | Weight | Threshold (75% of target) | Target | Maximum (200%) | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | 4,036.5 | 5,382.0 | 6,189.3 | 5,810.1 | 170% |
| Adjusted EBITDA ($mm) | 50% | 897.7 | 1,196.9 | 1,376.4 | 1,350.4 | 170% |
| Weighted payout | — | — | — | — | — | 170% |
Long-term equity awards:
| Award | Grant Date | Target Value | Shares | Vesting / Performance |
|---|---|---|---|---|
| PSUs (FY2025 program) | 08/29/2024 | $1,560,000 | 20,073 | 3-year cliff; rTSR vs S&P Composite 1500 Electronic Equipment, Instruments & Components; 0–200% payout; cap at 100% if absolute TSR negative |
| RSUs (FY2025 program) | 08/29/2024 | $1,040,000 | 13,382 | 3-year ratable (annual) vesting |
| PSUs (FY2023–2025) earned | Performance period ended FY2025 | — | 18,315 earned (from 16,959 target) | rTSR percentile 53rd; payout 108% of target |
Upcoming vesting schedule (unvested RSUs; as of 6/30/2025):
| Vest Date | Shares |
|---|---|
| Aug 2025 | 23,659 |
| Oct 2025 | — |
| Feb 2026 | — |
| Aug 2026 | 15,180 |
| Oct 2026 | — |
| Feb 2027 | — |
| June 2027 | — |
| Aug 2027 | 4,462 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial ownership (common) | 252,140 shares; less than 1% of outstanding |
| Options exercisable within 60 days | 59,480 |
| RSUs not vesting within 60 days | 31,204 |
| Unvested RSUs (value at $89.21 close on 6/30/2025) | 61,616; $5,496,763 |
| Unearned PSUs (assumed at target) – market value | 46,382; $4,137,738 |
| Stock ownership guidelines | CEO: 3x salary; other executives: 1x salary; phase-in 3 years; executives in compliance or within phase-in |
| Hedging/pledging policy | Prohibits hedging and pledging; also prohibits short sales and certain derivatives |
| Pledging status | None of the shares in the table were pledged |
| Insider trading policy | Preclearance required; blackout windows for Section 16 insiders |
Options detail:
| Options (exercisable) | Strike | Expiration |
|---|---|---|
| 14,640 | $35.25 | 08/18/2027 |
| 17,760 | $49.90 | 08/28/2028 |
| 27,080 | $36.56 | 08/28/2029 |
Employment Terms
| Provision | Terms |
|---|---|
| Executive Severance Plan (non-CIC) | 12 months base salary cash; healthcare premium equivalent for 12 months; pro-rata treatment for certain equity awards (PSUs pro-rated based on months) |
| Executive Severance Plan (CIC; double-trigger) | 24× monthly salary (2× base) + 2× target bonus cash; healthcare premium equivalent for 18 months; full vesting of unvested awards; PSUs at greater of target or actual to date |
| CEO severance cap responsiveness | Company committed to cap future cash severance ≤3× base salary plus target bonus (shareholder feedback response) |
| Clawback policy | NYSE Rule 10D-1 compliant; recoup erroneously awarded incentive comp after accounting restatements; supersedes prior policy for post-10/2/2023 awards |
| Non-compete/solicit | Non-solicit provisions; confidentiality and IP assignment obligations (executives under plan and award terms) |
Quantified potential equity acceleration (as of 6/30/2025, values at $89.21):
| Scenario | Accelerated RSUs ($) | Accelerated PSUs ($) | Total |
|---|---|---|---|
| Death/Disability | $5,496,763 | $2,162,272 | $7,659,035 |
| Termination without cause / Good Reason (no CIC) | $3,246,530 | $5,174,715 | $8,421,246 |
| Termination without cause / Good Reason (with CIC) | $5,496,763 | $4,137,738 | $9,634,502 |
| CIC only; awards not assumed | $5,496,763 | $4,137,738 | $9,634,502 |
Quantified severance cash and benefits (as of 6/30/2025):
| Scenario | Cash Severance | Healthcare Coverage | Pro-rata Bonus | Total |
|---|---|---|---|---|
| Non-CIC qualifying termination | $660,400 | $36,612 | — | $697,012 |
| CIC qualifying termination | $1,981,200 | $54,981 | $924,098 | $2,036,181 |
Company Performance Context (for pay-for-performance)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue (USD) | $5,160.1 mm | $4,707.7 mm | $5,810.1 mm |
| EBITDA (USD) | $961.7 mm* | $682.9 mm* | $1,105.5 mm* |
Values with an asterisk were retrieved from S&P Global.
Selected FY2025 highlights: record revenue up 23% YoY, GAAP gross margin up 424 bps, GAAP EPS improved; TSR 123% . Adjusted EBITDA disclosed at $1,318.8 billion in proxy appendix (non-GAAP reconciliation) .
Compensation Structure Analysis
- Mix shifted toward performance: FY2025 LTIs are 60% PSUs (rTSR) and 40% RSUs, aligning payouts with shareholder returns while maintaining retention through RSUs .
- Annual cash incentives use objective financial metrics only (Revenue and Adjusted EBITDA), with rigorous thresholds and a cap at 200% to control upside risk; FY2025 payout was 170% on strong overachievement .
- No excise tax gross-ups on CIC payments; double-trigger equity vesting mitigates windfall risk while preserving retention in transactions .
- Clawback policy and strict anti-hedging/pledging strengthen alignment and reduce governance risk .
Risk Indicators & Red Flags
- Equity vesting concentration: RSU tranches vesting in Aug 2025 and Aug 2026 may contribute to insider selling pressure around those dates .
- CIC equity acceleration can be material (≈$9.6 mm at 6/30/2025 pricing), but requires termination in defined CIC window (double-trigger) .
- Company prohibits hedging/pledging and short-term trading, reducing misalignment risk .
Investment Implications
- Pay-for-performance: Over-target annual bonus tied to revenue and adjusted EBITDA and rTSR-based PSUs align executive rewards to shareholder outcomes; FY2025 performance drove 170% bonus payouts and 108% PSU vesting for the 2023–2025 cycle .
- Retention vs. liquidity: A meaningful RSU vest schedule (Aug 2025/2026) suggests potential near-term selling flows, though anti-hedging/pledging and ownership guidelines temper misalignment .
- Transaction resilience: Double-trigger CIC terms (no gross-up) plus clawback reduce governance risk; equity accelerations are quantifiable and contingent, limiting unilateral windfalls .
- Overall, Barbarossa’s incentives are tightly linked to revenue growth, adjusted EBITDA, and rTSR, with structures that balance performance alignment and retention; monitor vest dates and any Form 4 activity for trading signals as vests approach .