Michelle Sterling
COHERENTAbout Michelle Sterling
Independent director at Coherent (COHR) since 2023; currently age 57. Former EVP & Chief Human Resources Officer at Qualcomm with deep expertise in global human capital, M&A integration, and organizational transformations in high‑tech/semiconductors. Holds a B.S. in Business Management from the University of Redlands. Serves as Chair of Coherent’s Compensation and Human Capital Committee (CHC) and is standing for re‑election as a Class Two director; current term expires 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qualcomm, Inc. | EVP & Chief Human Resources Officer | 2015–2020 | Led global HR; supported complex M&A integrations and organizational transformations. |
| Qualcomm, Inc. | SVP, Human Resources | 2007–2015 | Oversaw HR strategy through major transactions. |
| Qualcomm, Inc. | Various HR leadership roles | 1994–2007 | Member of executive committee; supported acquisitions, JVs, divestitures. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Digital Turbine (NASDAQ: APPS) | Director | 2019–Present | Public company board service. |
| LeddarTech | Director | 2023–2025 | Public company board service (past 5 years). |
| TuSimple | Director | 2021–2022 | Public company board service (prior). |
Board Governance
- Committee assignments and chair roles: Chair, Compensation and Human Capital Committee; no Audit & Risk or Nominating and Corporate Governance assignments shown for Sterling in 2025 board matrix.
- Independence: Board determined all directors except the CEO are independent under NYSE rules; Sterling is listed as an Independent Director.
- Attendance and engagement: Board met 6 times in FY2025; each director attended at least 75% of Board/committee meetings. FY2024 averages were >94% (Board) and >97% (committee).
- Committee workload: CHC held 6 meetings in FY2025, chaired by Sterling; remit includes CEO/NEO pay, non‑employee director pay, equity plans, and human capital oversight.
- Board structure refresh: Roles of Board Chair and CEO separated; new Committee Chairs appointed (context for governance effectiveness).
Fixed Compensation
- Coherent uses a role‑based cash retainer model (no per‑meeting fees). FY2025 retainers: Board member $90,000; CHC Chair $21,000 (chair retainer replaces member retainer).
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 155,000 | 111,000 |
| Stock Awards ($) | 200,011 | 220,025 |
| Total ($) | 355,011 | 331,025 |
- FY2024 cash was elevated by one‑time Search Committee Chair fees during the CEO search (practice noted and since discontinued).
Performance Compensation
- Director equity design: Annual RSU grant; FY2024 nominal value $200,000; FY2025 nominal value $220,000. RSUs generally vest in one year; do not automatically vest on departure (Board may approve vesting if director departs in good standing). No options granted to directors in 2024–2025.
- Performance metrics: None for directors (time‑based RSUs only).
| Equity Program Detail | FY2024 | FY2025 |
|---|---|---|
| Annual Director Equity Award (Nominal $) | 200,000 | 220,000 |
Other Directorships & Interlocks
| External Board | Overlap/Conflict Considerations |
|---|---|
| Digital Turbine; LeddarTech (past); TuSimple (past) | Coherent reports no related‑party transactions with directors in FY2025; Audit & Risk Committee oversees related‑party reviews. |
Expertise & Qualifications
- Brings “Talent/Compensation” expertise aligned with CHC chair role; seasoned executive leadership in HR and M&A integration across high‑tech/semiconductors; experience with global transformations and executive succession.
- Board skills matrix highlights valued competencies across governance, strategy, operations, and talent/compensation; Sterling is identified as an Independent Director.
Equity Ownership
- Beneficial ownership (as of Aug 31, 2025): 8,373 shares; <1% of outstanding; none pledged.
- Outstanding director RSUs (as of June 30, 2025): 2,831 units; no option awards.
- Director ownership guidelines: Minimum 5x annual cash retainer ($450,000) within five years; Board states directors are making satisfactory progress toward compliance. Anti‑hedging/anti‑pledging policy in place.
| Ownership Detail | Amount |
|---|---|
| Shares Beneficially Owned | 8,373 |
| Percent of Shares Outstanding | <1% |
| RSUs Outstanding (6/30/2025) | 2,831 |
| Options (Exercisable/Unexercisable) | — / — |
| Pledged Shares | None |
| Ownership Guideline | 5x Board cash retainer ($450,000) within 5 years |
Governance Assessment
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Strengths
- Independent director; CHC Chair with directly relevant human capital and M&A expertise; led shareholder engagement and implemented responsive actions post‑2024 say‑on‑pay, including a cap on future executive cash severance at ≤3x salary+target bonus and enhanced TSR disclosure for PSUs.
- No related‑party transactions in FY2025; robust conflict‑review procedures through Audit & Risk Committee; anti‑hedging and anti‑pledging policy; no pledged shares.
- Solid committee activity and board/committee attendance thresholds met in FY2025; higher attendance averages in FY2024.
-
Watch items / potential red flags (context)
- 2024 say‑on‑pay opposition driven by former CEO severance magnitude; Committee’s remedial actions (severance cap, disclosures) are positive, but investor scrutiny may persist.
- Director stock ownership guidelines are stringent (5x retainer) with a five‑year phase‑in; as a 2023 appointee, Sterling remains within the compliance window.
Compensation Committee Analysis
- Committee composition (FY2025): Sterling (Chair), Pagliuca, Patrick, Vij, Xia; met 6 times. Mandate includes CEO/NEO pay, director pay, plan administration, and human capital oversight.
- Advisor independence: CHC retained Compensia in Summer 2025 as new independent compensation consultant; previously used Aon in 2024.
- Shareholder engagement: Independent directors led expanded outreach; acted on feedback by capping severance, enhancing TSR disclosure, and broadening succession planning transparency.
Director Compensation Details (Program Structure)
| Cash Retainer Schedule (FY2025) | Member ($) | Chair ($) |
|---|---|---|
| Full Board | 90,000 | 180,000 |
| Audit & Risk Committee | 15,000 | 30,000 |
| Compensation & Human Capital Committee | 10,500 | 21,000 |
| Nominating & Corporate Governance Committee | 10,000 | 20,000 |
FY2024 included one‑time Search Committee fees during the CEO search; Sterling served as Search Committee Co‑Chair.
Say‑on‑Pay & Shareholder Feedback
- 2024: Investors cited the magnitude of the former CEO’s cash severance exceeding 3x salary+bonus as the key reason for voting against the compensation proposal.
- Responses implemented by CHC (2025): Prospective cap on cash severance (≤3x base+target bonus), enhanced relative TSR disclosure for 2023 PSUs, and expanded succession planning disclosure.
Related‑Party Transactions and Policies
- FY2025: No related‑party transactions under SEC rules; ongoing reviews led by Audit & Risk Committee per Corporate Governance Guidelines.
- Clawback: Company‑wide clawback policy adopted Oct 2, 2023, consistent with NYSE listing standards and SEC Rule 10D‑1; anti‑hedging and anti‑pledging policy applies to directors.
Meeting Activity Snapshot
- Board meetings: 6 (FY2025); each director ≥75% attendance.
- CHC meetings: 6 (FY2025), chaired by Sterling.
- FY2024 context: Board met 11 times; average attendance >94% (Board) and >97% (committees).