Jim Anderson
COHERENTAbout Jim Anderson
James R. “Jim” Anderson, 53, has served as Chief Executive Officer and President of Coherent and as a director since 2024. He holds an MBA and an M.S. in Electrical Engineering and Computer Science from MIT, an M.S. in Electrical Engineering from Purdue, and a B.S. in Electrical Engineering from the University of Minnesota . In fiscal 2025, Coherent delivered record revenue of $5,810.1 million (+23% YoY) and Adjusted EBITDA of $1,350.4 million (+35% YoY), driving a 170% payout under the executive annual cash plan; the stock also rose ~23% on the day his appointment was announced in June 2024, indicating strong market reception . Anderson is an employee director (not independent) with no board committee assignments; the board separated the Chair and CEO roles in June 2024 and appointed an independent Chair .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lattice Semiconductor | President, CEO, Director | 2018–2024 | Drove corporate strategy and product roadmap; achieved record operating profits and gross margins |
| Advanced Micro Devices (AMD) | SVP & GM, Computing and Graphics | — | Senior P&L role in large semiconductor segment |
| Intel | Leadership roles (GM/engineering/sales/marketing/strategy) | — | Broad semiconductor leadership experience |
| Broadcom (formerly Avago) | Leadership roles | — | Broad semiconductor leadership experience |
| LSI Corporation | Leadership roles | — | Broad semiconductor leadership experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Applied Materials | Director | Since Jul 2025 | Current public company board |
| Lumotive | Director | Since 2023 | As disclosed by company |
| Entegris, Inc. | Director | 2023–2024 | Public board |
| Lattice Semiconductor | Director | 2018–2024 | Public board concurrent with CEO role |
| Sierra Wireless | Director | 2020–2023 | Public board |
| Semiconductor Industry Association | Director | 2020–2024 | Industry association board |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 81,538 | 1,060,000 |
| Target Bonus (%) | N/A (not eligible in FY24) | 150% of base salary |
| Actual Annual Cash Incentive ($) | — (not eligible) | 2,654,558 (GRIP + BIP) |
| Sign‑On Cash Bonus ($) | 500,000 | — |
| Total Compensation ($) | 101,497,009 (driven by sign‑on equity fair value) | 3,722,935 |
Performance Compensation
Annual Cash Incentives (Structure and FY2025 Results)
| Program | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | Payment timing |
|---|---|---|---|---|---|---|---|---|
| GRIP (exec primary) | Revenue | 50% | 4,036.5 | 5,382.0 | 6,189.3 | 5,810.1 | 170% | Certified Q1 FY2026 |
| GRIP (exec primary) | Adjusted EBITDA | 50% | 897.7 | 1,196.9 | 1,376.4 | 1,350.4 | 170% | Certified Q1 FY2026 |
| BIP (broad‑based) | Adjusted EBITDA | 100% (8% of exec base) | — | — | — | 112.8% attainment | 112.8% of target | Quarterly with year‑end true‑up |
Notes: GRIP utilizes Revenue and Adjusted EBITDA (non‑GAAP), equally weighted; threshold 75% of target, maximum 115% of target; payouts capped at 200% . BIP uses Adjusted EBITDA only and accounts for 8% of the total annual cash opportunity for NEOs .
FY2024/FY2025 Equity Awards to Anderson (Sign‑on and FY2025 LTI)
| Award Type | Grant date | Target shares | Max shares | Grant‑date fair value ($) | Performance metric | Vesting schedule |
|---|---|---|---|---|---|---|
| PSUs (sign‑on; serves as FY2025 PSU) | 6/3/2024 | 694,007 | 1,735,018 (250% of target) | 90,595,674 | Relative TSR; target at 55th percentile; max at ≥75th percentile; ~3‑yr period (to FY2027 end) | Earned/vest at end of performance period, subject to certification |
| RSUs (sign‑on; serves as FY2025 RSU) | 6/3/2024 | 147,214 | — | 10,319,701 | Time‑based | 3 equal annual tranches on 6/3/2025, 6/3/2026, 6/3/2027 (49,071 each) |
| Stock Options | — | — | — | — | — | No option awards disclosed for Anderson |
RSU Vesting Calendar (Sign‑on RSUs)
| Vesting date | Shares |
|---|---|
| Jun 3, 2025 | 49,071 |
| Jun 3, 2026 | 49,071 |
| Jun 3, 2027 | 49,072 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | “—” shares; less than 1% as of Aug 31, 2024 |
| Unvested RSUs | 147,214; market value $10,667,126 at 6/28/2024 close of $72.46 |
| Unearned PSUs (target) | 694,007; “market or payout” value $50,287,747 at 6/28/2024 close |
| Options | None reported for Anderson |
| Pledging/Hedging | Prohibited for directors and executive officers |
| Ownership guidelines | CEO must hold common stock/RSUs equal to 3x base salary; 3‑year phase‑in; all current NEOs in compliance or within phase‑in window |
| Shares pledged | None of the shares in the beneficial ownership table were pledged |
Employment Terms
| Term | Key provisions |
|---|---|
| Start dates | CEO and Director effective Jun 3, 2024; also appointed President effective Sep 1, 2024 |
| Annual target incentive | 150% of base salary starting FY2025 |
| Sign‑on | $500,000 cash (subject to clawback if departure before 2nd anniversary for cause/voluntary), inducement PSUs ($32.4m value) and RSUs ($3.6m value) granted 6/3/2024; PSUs use rTSR with 55th percentile target, 250% at 75th percentile; RSUs vest over 3 years |
| Severance (non‑CIC) | Cash: 24× monthly salary (2x annual salary) + any bonus that would have been earned for FY of termination; 24 months health premiums; lump sum payment |
| Severance (CIC period) | Cash: 36× monthly salary (3x salary) + 3x target bonus; 36 months health premiums; pro‑rata CIC bonus (≥ of target/actual); lump sum, with special rules if termination pre‑CIC within CIC window |
| CIC period definition | Generally 6 months before through 18 months after a change in control |
| Equity acceleration on qualifying termination | Non‑CIC: unvested equity vesting within 12 months vests; future tranches pro‑rated; PSUs based on actual performance (inducement PSUs: greater of target/actual at termination); CIC: all unvested equity fully vests; PSUs at greater of target or actual to just before CIC |
| Estimated severance (as of 6/30/2025) | Non‑CIC: $2,120,000 cash + $36,612 healthcare + $1,590,000 pro‑rata bonus = $3,746,612 total; CIC: $3,180,000 cash + $54,918 healthcare + $1,590,000 pro‑rata bonus = $4,824,918 total |
| Estimated equity acceleration (as of 6/30/2025 at $89.21/sh) | Non‑CIC: RSUs $4,712,518; PSUs $41,789,443; total $46,501,961. CIC: RSUs $8,755,337; PSUs $61,912,364; total $70,667,702 |
| Non‑compete / non‑solicit | Offer Letter includes restrictive covenants consistent with the plan but excludes non‑compete and customer non‑solicit covenants (Executive Severance Plan generally includes such covenants) |
| Clawback | NYSE/Rule 10D‑1 compliant policy adopted Oct 2, 2023; recovery of erroneously awarded incentive comp after restatements |
| Excise tax gross‑ups | None; payments scaled back if better after‑tax outcome |
| Related‑party transactions | None relating to Anderson’s appointments reported under Item 404(a) |
Board Governance and Director Service
- Status: Employee director (not independent); Class One director, term expires 2027; no board committee assignments .
- Governance structure: Board separated Chair and CEO roles in June 2024; independent Chair appointed; no Lead Independent Director needed given independent Chair .
- Board diversity/committees provided at the company level; Anderson’s committee assignments: none .
Compensation Structure Analysis
- Mix and risk: ~93% of FY2025 target CEO pay is at‑risk; shift to 60% PSUs / 40% RSUs aligns with market practice and adds performance leverage (rTSR) .
- Sign‑on “make‑whole”: Large one‑time PSU/RSU inducement intended to replace forfeited awards from prior employer; accounting fair value inflated by post‑announcement stock jump and Monte Carlo PSU valuation (250% cap) .
- Annual plan rigor: Fiscal 2025 thresholds at 75% and maxima at 115% of target; payout capped at 200% .
- Governance safeguards: Double‑trigger CIC equity; no option repricing; no hedging/pledging; no excise tax gross‑ups; clawback in place .
Equity Vesting and Potential Selling Pressure
- Time‑based RSUs vest on 6/3/2025, 6/3/2026, and 6/3/2027 (49,071 each), presenting discrete windows where insider selling may increase absent 10b5‑1 plans .
- Inducement PSUs could deliver up to 250% of target shares at the FY2027 performance period end if rTSR outperforms, creating a significant potential supply event upon vest/settlement .
Performance & Track Record
- Fiscal 2025 operating performance under Anderson: revenue $5,810.1m (+23% YoY) and Adjusted EBITDA $1,350.4m (+35% YoY); GRIP paid 170% of target .
- Market reaction: COHR shares rose ~23% on the CEO appointment announcement day (from $57.06 to $70.10) .
- Prior CEO track record: At Lattice, achieved record operating profits and gross margins .
Investment Implications
- Pay‑for‑performance alignment improving: FY2025 comp is largely at‑risk with balanced revenue/Adjusted EBITDA metrics and strong governance features (double‑trigger CIC, clawback, no hedging/pledging), supporting alignment with shareholders .
- Retention risk moderate: Rich CIC (3x salary + 3x target bonus) and sizable equity acceleration reduce near‑term flight risk; Offer Letter lacks non‑compete/non‑solicit, partly offset by equity/comp severance conditions and clawback .
- Selling pressure watch: RSU vesting in June 2025/2026/2027 and potential large PSU payout at FY2027 end could create supply; monitor Form 4s and any 10b5‑1 plans around those dates .
- Governance mitigants to dual‑role: Anderson is CEO/President and a director, but not Chair; independent Chair and established committee structure temper concentration concerns .
- Track record and execution: Prior record at Lattice and early operational momentum at Coherent (FY2025 outperformance) are positives; rTSR‑linked PSUs incentivize sustained value creation through FY2027 .