Howard Xia
COHERENTAbout Howard H. Xia
Independent director of Coherent Corp. since 2011; age 65; Class One director with current term expiring in 2027. Former General Manager of Vodafone China Limited, with prior technology strategy roles at Vodafone AirTouch/AirTouch, and engineering roles at Telesis Technology Laboratory and PacTel Cellular. Education: B.S. Physics (South China Normal University); M.S. in Physics & Electrical Engineering; Ph.D. in Electrophysics (NYU Polytechnic School of Engineering). Independent under NYSE rules; Board states all directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vodafone China Limited (subsidiary of Vodafone Group Plc) | General Manager | 2001–2014 | Led cross-border operations in Asia telecom markets |
| Vodafone AirTouch Plc / AirTouch Communications, Inc. | Director, Technology Strategy | 1994–2001 | Technology strategy across global telecom footprint |
| Telesis Technology Laboratory | Senior Staff Engineer | 1992–1994 | Engineering leadership in telecom tech labs |
| PacTel Cellular | Senior Engineer | 1990–1992 | Cellular engineering operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Telecommunications industry | Consultant | Current (as disclosed) | Advisory work; no public-company boards in past five years |
Board Governance
- Committee memberships: Compensation and Human Capital (member). CHC held 6 meetings in FY2025; mandate includes CEO/NEO pay approval, director pay, equity plan administration, and human capital oversight .
- Prior committee chair: Chaired the Strategy, Technology, Acquisition and Risk (STAR) Committee in FY2024; this committee was disbanded in FY2025 with ERM/risk moved to Audit & Risk and strategy/technology oversight to the full Board .
- Independence: Board majority independent; all directors except CEO are independent; Board complies with NYSE governance requirements .
- Attendance: Board met 6 times in FY2025; each director attended at least 75% of Board/committee meetings. In FY2024, attendance averaged >94% at Board and >97% at committees; each director attended ≥75% .
- Annual meeting: Directors are expected to attend; all directors attended last year’s Annual Meeting .
- Shareholder engagement: Independent directors (including Board Chair) led outreach; contacted 27 investors (80% of shares), met with 7 (44% of shares); independent directors participated in 85% of meetings .
Fixed Compensation
FY2025 director compensation program (role-based; no meeting fees):
- Cash retainers: Board member $90,000; CHC member $10,500; CHC chair $21,000 (chairs get chair fee in lieu of member fee); Audit & Risk $15,000 member/$30,000 chair; NCG $10,000 member/$20,000 chair; Board Chair $180,000 .
- Equity: Annual RSU grant nominal value $220,000, vesting in one year .
| Year | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| FY2025 (Xia) | $100,500 | $220,025 | $320,525 |
| FY2024 (Xia) | $134,000 | $200,003 | $334,003 |
Notes:
- FY2024 program also included one-time fees for Office of the Chair ($15,000 for members) and Search Committee ($15,000 member/$29,000 chair); Xia was a member of the Office of the Chair in FY2024 .
Performance Compensation
Directors do not receive performance-based cash incentives; annual equity for directors is time-based RSUs (one-year vest). No PSUs or performance metrics apply to director grants .
| Component | Metric | Target/Structure | Vesting |
|---|---|---|---|
| Annual Director Equity | None (time-based RSUs) | $220,000 nominal (FY2025) | One year |
Other Directorships & Interlocks
| Company | Role | Committees | Years |
|---|---|---|---|
| None | — | — | No public-company boards in past five years |
- Bain nomination rights provide one designee (Pagliuca) while Bain holds ≥25% of initial as-converted stake; no indication Xia is connected to Bain’s rights .
- Related-party transactions: Company reports no related party transactions with related persons under SEC rules in FY2025 .
Expertise & Qualifications
- Global telecom leadership and Asia market expertise; strengthens Board’s global perspective and strategic planning in critical markets .
- Board skills matrix: Directors collectively emphasize business development/strategy, technology/IP, and industry expertise; Xia’s profile contributes to materials/semiconductor/networking/laser industry and operations competencies .
Equity Ownership
- Beneficial ownership: 72,519 shares as of Aug 31, 2025; includes 24,772 options exercisable within 60 days .
- Prior year: 78,658 shares as of Aug 31, 2024; includes 33,742 options exercisable within 60 days .
- Equity awards outstanding (as of Jun 30, 2025): RSUs 2,831; options total/exercisable 24,772 .
- Ownership guidelines: Non-employee directors must own ≥5x annual Board cash retainer ($450,000) within five years; Board indicates prior $150,000 guideline met for directors ≥3 years and satisfactory progress toward new guideline for all .
- Anti-hedging/pledging: Prohibited for directors; includes a ban on short sales, derivatives, pledging/margin accounts, and hedging instruments .
| Date | Shares Beneficially Owned | % Outstanding | RSUs Outstanding | Options Exercisable |
|---|---|---|---|---|
| Aug 31, 2025 | 72,519 | <1% | — | 24,772 |
| Jun 30, 2025 | — | — | 2,831 | 24,772 |
| Aug 31, 2024 | 78,658 | <1% | — | 33,742 |
Governance Assessment
- Committee influence: As CHC member, Xia participates in CEO/NEO pay design, director pay, equity plan administration, and human capital oversight—key levers for pay-for-performance and alignment. FY2025 CHC actions included limiting future cash severance to ≤3x salary+target bonus, enhancing PSU TSR disclosure, and expanding succession transparency in response to shareholder feedback .
- Independence and attendance: Independent status under NYSE; Board-wide attendance thresholds met; strong FY2024 attendance averages suggest robust engagement .
- Say-on-Pay signal: FY2025 advisory vote approved (For 147,235,758; Against 5,194,005; Abstain 663,697), indicating improved investor support post responsiveness actions .
- Conflicts/related-party exposure: Company reports no related-party transactions in FY2025; Audit & Risk oversees related-party approvals; insider trading policy prohibits hedging/pledging—reduces alignment risks .
- Board refresh/structure: Separation of Chair and CEO in 2024; STAR Committee disbanded in 2025 to streamline risk oversight; CHC, Audit & Risk, and NCG charters updated—signals governance modernization .
- RED FLAGS (to monitor):
- Long tenure (director since 2011) may warrant continued refresh considerations to balance institutional knowledge with independence perceptions .
- Legacy director stock options outstanding (24,772) create potential short-term incentive optics versus time-based equity norms for directors; continued migration to RSUs mitigates this risk .
Overall, Xia’s telecom/Asia expertise and CHC role contribute to board effectiveness in talent and compensation oversight; independence, attendance, anti-hedging/pledging, and absence of related-party transactions support investor confidence, while tenure and legacy options are monitoring points for governance alignment **[820318_0001104659-25-096170_tm2513374-4_def14a.htm:18]** **[820318_0001104659-25-096170_tm2513374-4_def14a.htm:19]** **[820318_0001104659-25-096170_tm2513374-4_def14a.htm:20]** **[820318_0001104659-25-096170_tm2513374-4_def14a.htm:25]** **[820318_0001104659-25-096170_tm2513374-4_def14a.htm:26]** **[820318_0001193125-25-284011_d946815d8k.htm:1]**.