Michael Dreyer
COHERENTAbout Michael L. Dreyer
Michael L. Dreyer is an independent director of Coherent Corp. (Class One) since 2019; age 61; his current term expires in 2027 . He brings deep expertise in cybersecurity, technology infrastructure, operations, and financial services, with prior senior roles including Chief Operations Officer at Silicon Valley Bank, President/COO of Monitise Americas, and global head of technology/CIO at Visa Inc.; he holds a B.S. in psychology and an MBA from Washington State University . The Board has determined he is independent under NYSE rules (all continuing directors other than the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Valley Bank | Chief Operations Officer | 2015–2019 | Led operations, risk, and technology infrastructure oversight |
| Monitise Americas (subsidiary of Monitise Plc) | President & COO | 2014–2015 | Mobile banking/payment services operations leadership |
| Visa Inc. | Global Head of Technology; Chief Information Officer | 2005–2014 | Enterprise technology, payments infrastructure and cybersecurity |
| Inovant, LLC | Chief Information Officer | Not disclosed | Electronic payment processing technology leadership |
| Visa U.S.A. | SVP Processing & Emerging Products; SVP Commercial Solutions | Not disclosed | Product/processing strategy and commercial solutions |
| American Express; Prime Financial; FDIC; Downey Savings; Bank of America; Fairmont Hotel Mgmt. Co. | Senior positions | Not disclosed | Operations/financial systems experience in banking and services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F5 Networks, Inc. | Director | Since 2012 | Technology/cybersecurity expertise for application services |
| Finisar Corporation | Director | 2015–2019 (prior to COHR acquisition) | Photonics/optical components board experience |
Board Governance
- Committees: Audit & Risk (member) and Nominating & Corporate Governance (member) .
- Committee chairs: Audit & Risk chaired by Stephen Skaggs; Nominating & Corporate Governance chaired by Joseph Corasanti; Compensation & Human Capital chaired by Michelle Sterling .
- Meetings FY2025: Board met 6 times; Audit & Risk met 7; Compensation & Human Capital met 6; Nominating & Corporate Governance met 4; each director attended at least 75% of the Board and committee meetings on which they served .
- Board size and independence: The Board consists of 14 members; a substantial majority are independent (all continuing directors or nominees other than the CEO) .
- Key oversight: Audit & Risk oversees financial reporting, internal audit, related party transaction reviews, and enterprise risk (including compliance); Nominating & Corporate Governance oversees Board composition, governance policies, ESG/sustainability, and cybersecurity risk systems .
Fixed Compensation
| Compensation Item | Member ($) | Chair ($) | Notes |
|---|---|---|---|
| Full Board Annual Retainer | 90,000 | 180,000 | Role-based; no meeting fees; employee directors not paid |
| Audit & Risk Committee Retainer | 15,000 | 30,000 | Chair retainer in lieu of member fee |
| Compensation & Human Capital Committee Retainer | 10,500 | 21,000 | Chair retainer in lieu of member fee |
| Nominating & Corporate Governance Committee Retainer | 10,000 | 20,000 | Chair retainer in lieu of member fee |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/Deferred Comp ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Michael L. Dreyer (FY2025) | 115,000 | 220,025 | — | — | — | — | 335,025 |
Performance Compensation
| Equity Type | Annual Nominal Value | Grant Sizing Method | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Directors) | 220,000 | $ value ÷ closing price on grant date (rounded) | Generally one-year; no automatic vesting at departure | Board may approve vesting at departure if in good standing |
| Stock Options (Directors) | Not granted in FY2025 (—) | N/A | N/A | Repricing prohibited without shareholder approval |
Company-wide executive LTI metrics (for context; directors do not receive PSUs):
| Metric | Performance Level | Threshold | Target | Maximum |
|---|---|---|---|---|
| Relative TSR vs. S&P Composite 1500 — Electronic Equipment, Instruments & Components | Percentile Rank → Earned % | 25th → 50% | 50th → 100% | 75th+ → 200% (capped at 100% if absolute TSR negative) |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| F5 Networks, Inc. | Director | No related-party transactions were conducted in FY2025; Audit & Risk reviews/approves related party matters |
| Finisar (prior) | Director (2015–2019) | Finisar was acquired by Coherent; no FY2025 related-party transactions disclosed |
Expertise & Qualifications
- Deep technical and operational expertise in cybersecurity, enterprise technology, payments infrastructure, and banking operations .
- Education: B.S. in psychology and MBA from Washington State University .
- Independence: Independent director under NYSE standards .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | RSUs Outstanding (#) | Options Outstanding (#) | Options Exercisable (#) | Pledged? |
|---|---|---|---|---|---|---|
| Michael L. Dreyer (as of Aug 31, 2025) | 27,383 | <1% | 2,831 (as of Jun 30, 2025) | 6,000 | 6,000 | None pledged |
Stock ownership requirements for directors: minimum five times annual Board cash retainer (currently $450,000) within five years; directors with ≥3 years service comply with prior program; Board believes all directors are making satisfactory progress toward compliance with the new program . Anti-hedging/anti-pledging: directors prohibited from hedging, short sales, or pledging company stock; no repricing of underwater options without shareholder approval .
Insider Trades
| Date (Transaction/Filing) | Type | Shares | Price/Range | Value | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| Nov 14, 2025 (filed Nov 14, 2025) | Sale (open market) | 11,570 | Weighted avg $144.85–$144.96 | ~$1,676,145 | 12,085 shares |
Governance Assessment
- Strengths: Independent status; engagement across Audit & Risk and Nominating & Corporate Governance committees; Board/committee attendance ≥75%; robust governance policies including anti-hedging/anti-pledging and audit committee oversight of related-party transactions; no FY2025 related-party transactions .
- Alignment: Director compensation combines cash retainers (role-based) and annual RSUs that vest over one year; outstanding equity aligns incentives while prohibiting hedging/pledging; Dreyer holds 27,383 shares and 6,000 exercisable options with no pledged shares .
- Monitoring points: Recent open-market sale of 11,570 shares in November 2025; while insider sales are common and not necessarily negative, investors may monitor subsequent transactions and ownership trends for alignment signals .
RED FLAGS: None disclosed related to low attendance, related-party transactions, pledging/hedging, or option repricing in FY2025 .