Ilaria Mocciaro
COHERENTAbout Ilaria Mocciaro
Senior Vice President, Chief Accounting Officer, and Corporate Controller of Coherent (COHR). Joined February 13, 2023; named Principal Accounting Officer effective September 1, 2023. Age 54 as of October 2, 2025. Education: B.A. in Accounting and Business Administration, Università Cattolica del Sacro Cuore (Milan). Prior roles include CAO/Controller at CDW (2020–2022), SVP CAO & Global Controller at Anixter (2016–2020; helped close sale to WESCO), CAO for segments at CNH Industrial (2011–2016), Head of Internal Audit at McMaster‑Carr (2010–2011), and management roles at Ernst & Young in Chicago and Milan (1997–2010) . Company performance context: FY2025 revenue $5,810.1M (23% YoY) and Adjusted EBITDA $1,350.4M (35% YoY); FY2025 GRIP cash incentive paid at 170% of target; 2023 PSUs (3‑year) paid at 108% based on relative TSR vs S&P Composite 1500 Electronics, Instruments & Components .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CDW | Vice President, Chief Accounting Officer and Controller | 2020–2022 | Led corporate accounting; public company CAO experience |
| Anixter International | SVP, Chief Accounting Officer & Global Controller | 2016–2020 | Helped close sale of Anixter to Wesco |
| CNH Industrial N.V. | Chief Accounting Officer – Ag & Construction Equipment Segments; previously Director of Accounting & Reporting | 2011–2016 (CAO); prior years as Director | Led segment accounting/reporting for large industrial portfolio |
| McMaster‑Carr Supply | Head of Internal Audit | 2010–2011 | Built/led internal audit function |
| Ernst & Young LLP (Chicago, Milan) | Multiple management positions | 1997–2010 | Assurance/technical accounting leadership across geographies |
External Roles
- No public company directorships disclosed in the executive officer biographies reviewed in the 2024 and 2025 proxy statements .
Fixed Compensation
| Component | Details |
|---|---|
| Base Salary | $375,000 (offer letter, Feb 5, 2023) |
| Sign-on Bonus | $50,000 (paid; per offer letter) |
| FY2023 Target Bonus | Up to $412,500, payable based on pre-established goals |
| FY2024–FY2025 Cash Incentive Structure (company program design) | For NEOs in FY2025: GRIP (primary) + BIP (broad-based) with 8% of target bonus allocated to BIP; company moving to single EIP in FY2026; design context for executive team but individual NEO participation detailed in proxy (Mocciaro not listed as NEO) |
Performance Compensation
FY2025 Annual Cash Incentive Program (company metrics used for NEOs)
| Metric | Weight | Threshold (75% payout) | Target (100%) | Maximum (200%) | Actual Achievement | Weighted Payout |
|---|---|---|---|---|---|---|
| Revenue ($M) | 50% | 4,036.5 | 5,382.0 | 6,189.3 | 5,810.1 | 170% |
| Adjusted EBITDA ($M) | 50% | 897.7 | 1,196.9 | 1,376.4 | 1,350.4 | 170% |
| Total | 100% | — | — | — | — | 170% |
Notes: GRIP used company results only (no individual modifier) and BIP (8% of bonus opportunity) also used Adjusted EBITDA; FY2026 consolidates to EIP with Revenue and Adjusted EBITDA .
Equity Awards and Vesting (known grants)
| Grant Date | Award Type | Shares or Value | Vesting Terms | Source |
|---|---|---|---|---|
| Feb 28, 2023 | New-hire RSUs | ~$270,000 | Vests 1/3 annually over 3 years (service-based) | |
| Aug 2023 | Annual RSUs/PSUs | ~$220,000 total (70% time‑based RSUs; 30% PSUs) | RSUs: 1/3 annually over 3 years. PSUs: vest at end of 3‑year period (performance) | |
| Aug 28, 2025 | RSUs | 4,130 | Vest in 3 equal annual installments beginning Aug 28, 2026; same Form 4 shows 1,012 shares withheld to cover taxes (Code F) at $90.71, a non‑open‑market transaction | |
| Aug 28, 2024 | RSUs (Form 4) | Notional RSU grant disclosed | Vest in 3 equal annual installments beginning Aug 28, 2025 (per Form 4 summary) |
Program context: Company increased PSU weighting to 60% for FY2025 awards; 2023 PSUs (company-wide program) paid at 108% of target based on 3‑year relative TSR vs S&P Composite 1500 Electronics, Instruments & Components .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (post‑8/28/2025) | 25,410 shares directly owned after tax withholding; Form 4 also records RSU grant of 4,130 shares on 8/28/2025 |
| Shares Outstanding Reference | 156,917,911 common shares outstanding as of Aug 31, 2025 (company disclosure) |
| Ownership as % of Outstanding | ~0.016% (25,410 / 156,917,911) |
| Hedging/Pledging | Prohibited for executive officers (anti‑hedging/anti‑pledging policy; no margin accounts) |
| Stock Ownership Guidelines | CEO: 3x salary; Other executive officers: 1x salary; 3‑year phase-in to comply |
| Section 16 Compliance | Company states all reporting persons complied with Section 16(a) in FY2025 |
Note: The beneficial ownership table in the 2025 proxy lists directors and NEOs, not all Section 16 officers; policy statement confirms hedging/pledging prohibitions apply to executive officers .
Employment Terms
| Term | Detail |
|---|---|
| Start / Role | Joined Feb 13, 2023; Principal Accounting Officer effective Sept 1, 2023 |
| Base Salary (offer) | $375,000; eligible FY2023 bonus up to $412,500 |
| Sign-on | $50,000 cash; initial RSUs ~$270,000 (3‑yr ratable vest) |
| August 2023 Equity | ~$220,000: 70% time‑based RSUs (3‑yr ratable), 30% PSUs (3‑yr performance) |
| Severance (outside CIC) | If terminated without cause or resigns for good reason: 12 months base salary; company‑paid healthcare premiums for 12 months; release required |
| Severance (during CIC Period) | If termination during 18‑month “CIC Period”: lump sum = 24 months base salary + target bonus for year of termination; accelerated vesting of all outstanding equity; company‑paid healthcare premiums for 18 months; release required |
| Tax Gross‑ups | None; excise tax cutback provision to maximize after‑tax amount |
| Covenants | Confidentiality, assignment of inventions, non‑competition, non‑solicitation; participation agreement signed Sept 1, 2023 |
| Good Reason / Cause Highlights | Good Reason includes material duty reduction, base salary reduction, constructive relocation, or significant benefits reduction; Cause includes willful failure to perform, materially damaging acts, felony/fraud, dishonesty for personal gain |
| Work Location | Identified as remote (Chicago); projected business travel ~50% in year 1 per offer letter appendix |
Governance context: Company committed to limit future cash severance payments to not exceed 3x base salary plus target bonus (broader policy disclosed in 2025 proxy) . Clawback policy complies with NYSE Rule 10D‑1; applies to erroneously awarded incentive compensation upon restatement (supersedes prior policy for awards from Oct 2, 2023 onward) .
Risk Indicators & Red Flags
- Anti‑hedging and anti‑pledging policy in force for executive officers (reduces misalignment risk) .
- Clawback policy adopted per SEC/NYSE requirements (recoupment on restatements) .
- No related party transactions requiring disclosure for Ms. Mocciaro at time of appointment (Item 404(a)) .
- Section 16 compliance: Company reports all insiders complied in FY2025 .
- Insider activity: Form 4 on 9/2/2025 shows an RSU grant and tax withholding (Code F) to satisfy taxes; not an open‑market sale .
Compensation Structure Notes (design, alignment, and potential pressures)
- Cash incentives emphasize company results (Revenue and Adjusted EBITDA, 50%/50% in FY2025; total payout 170% for NEOs on strong FY2025 results), aligning pay with growth and profitability .
- Equity mix includes RSUs (retention) and PSUs (performance via relative TSR); company increased PSU weighting to 60% for FY2025 to strengthen pay‑for‑performance .
- Known vesting “windows” include annual RSU tranches around late August each year (e.g., 8/28/2026–2028 for 2025 grant), which can create periodic tax‑withholding prints (Code F) but not necessarily selling pressure in the open market .
Investment Implications
- Alignment: Anti‑hedging/pledging policies, ownership guidelines (1x salary for exec officers), and a clawback framework support alignment and downside governance protections .
- Retention: Multi‑year RSU/PSU vesting and robust CIC protection (24 months base + target bonus, full equity acceleration during CIC period) reduce near‑term departure risk, especially through change‑in‑control scenarios .
- Performance linkage: Company’s FY2025 outperformance (Revenue and Adjusted EBITDA) tied to incentive design and 108% PSU payout on 2023–2025 TSR suggests compensation levers are sensitive to shareholder value creation metrics .
- Trading signals: Expect non‑open‑market tax withholdings around annual vesting dates; lack of disclosed open‑market selling in the highlighted Form 4 (9/2/2025) reduces immediate selling pressure signal, but monitor future Form 4s around August/October cycles .
Sources: Coherent DEF 14A 2025 (Oct 2, 2025), DEF 14A 2024 (Oct 4, 2024), and COHR 8‑K filings and exhibits; SEC Form 4s as cited above