Patricia Hatter
COHERENTAbout Patricia Hatter
Patricia Hatter is an independent Class Three director at Coherent (COHR), serving since 2019 with a current term expiring in 2026; she is 63 years old (age as of August 31, 2025) . She is President and COO of Opsera (since 2023) and formerly held senior roles in cybersecurity and IT at Palo Alto Networks (Chief Customer Officer, 2019–2022), McAfee (CIO & SVP Operations, 2010–2015; GM & SVP Services, 2017), and Intel Security (CIO/GM, 2015–2016) . Hatter holds B.S. and M.S. degrees in Mechanical Engineering from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palo Alto Networks | Chief Customer Officer | 2019–2022 | Customer engagement and scalable tech strategy focus (per biography) |
| McAfee, LLC | CIO & SVP – Operations | 2010–2015 | Enterprise IT/operations leadership (cybersecurity domain) |
| McAfee, LLC | GM & SVP – Services | 2017 | Services leadership |
| Intel (Intel Security) | CIO – Intel Security; GM – Security & Software | 2015–2016 | Security/software operations |
| Cisco Systems; AT&T | Various leadership roles | Not specified | Technology/operations experience |
| Opsera (private) | President & COO | 2023–present | DevOps platform operating leadership |
External Roles
| Company | Role | Status/Tenure | Committees |
|---|---|---|---|
| Barrick Gold Corporation | Director | 2018–2019 (prior) | Not disclosed |
| Qualys, Inc. | Director | 2018–2019 (prior) | Not disclosed |
| Current public company boards (past five years) | — | None | — |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under NYSE rules; Hatter is independent .
- Committees: Member, Nominating and Corporate Governance (NCG) Committee .
- Committee meetings: NCG met 4 times in FY2025 .
- Board meetings: The Board met 6 times in FY2025; each director attended at least 75% of Board/committee meetings .
- Annual Meeting engagement: All directors attended last year’s Annual Meeting .
- Leadership structure: Chair and CEO roles separated in 2024; independent Chair (DiGirolamo); executive sessions of independent directors held regularly .
- Board limits: Directors limited to serving on max four public company boards (including Coherent) .
- NCG responsibilities (relevance to Hatter): Oversees corporate governance, board composition/refreshment, stakeholder governance engagement, management succession planning coordination, ethics/ESG, and systems/policies for cybersecurity risk oversight .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Board annual cash retainer (member) | $90,000 | Role-based; not per meeting |
| NCG Committee member retainer | $10,000 | Chairs receive chair retainer in lieu of member retainer |
| Committee chair retainers (reference) | Audit $30,000; CHC $21,000; NCG $20,000 | Reference; Hatter is not a chair |
| Hatter – Fees Earned or Paid in Cash (FY2025) | $100,000 | Consistent with Board ($90k) + NCG member ($10k) |
Director cash compensation is role-based (no meeting fees) and reviewed periodically with an independent compensation advisor against a peer group .
Performance Compensation
| Component | FY2025 Value/Terms | Vesting/Terms |
|---|---|---|
| Hatter – Stock Awards (grant date fair value) | $220,025 | Annual director RSUs sized to ~$220,000; determined by dividing grant value by closing price; generally 1-year vest; not automatic on departure (board may approve vesting if departing in good standing) |
| Options (FY2025 awards) | None (— in FY2025 compensation table) | — |
| Director Equity Program (overview) | Annual equity awards supplement cash retainers; considers plan limits, CHC recommendations, independent advisor input, peer practices | Generally 1-year vest; no automatic vest on departure |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards (past five years) | None |
| Prior public company boards | Barrick Gold (2018–2019); Qualys (2018–2019) |
| Potential interlocks/conflicts | No related-person transactions in FY2025 under Item 404 of Reg S‑K; Audit & Risk Committee reviews related-party/conflict situations; none conducted in FY2025 |
Expertise & Qualifications
- Cybersecurity/IT/operations expert with leadership roles at Palo Alto Networks, McAfee, Intel Security; supports board oversight of cybersecurity and scalable tech strategy .
- Engineering background (B.S./M.S. Mechanical Engineering, Carnegie Mellon) .
- Prior public board experience in diversified industries (mining; security software) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 27,120 | As of Aug 31, 2025; “*” indicates <1% |
| Percent of outstanding | <1% | As defined by Rule 13d‑3; 156,917,911 common shares outstanding |
| RSUs outstanding (not vesting within 60 days) | 2,272 | Excluded from “beneficially owned” per SEC methodology |
| RSUs held (as of June 30, 2025) | 2,831 | Director equity awards outstanding table |
| Stock options – exercisable (within 60 days) | 5,812 | Included in beneficial ownership per SEC methodology |
| Stock options – total held (legacy) | 5,812 | All exercisable |
| Pledged shares | None | “None of the shares reflected…have been pledged” |
| Anti-hedging/pledging policy | Prohibits hedging/pledging and margin accounts for directors/officers | |
| Director ownership guideline | ≥5x annual Board cash retainer (currently $450,000) | |
| Guideline timing | Must comply by 5th anniversary of joining; for current directors, within five years of July 2022 (i.e., by July 2027) | |
| Compliance status (prior program) | All non-employee directors with ≥3 years of service are in compliance with prior $150,000 guideline; board believes all are making satisfactory progress toward new guideline |
Governance Assessment
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Signals supporting investor confidence:
- Independent director with deep cybersecurity and enterprise IT/operator experience; positioned on NCG where oversight includes cybersecurity risk systems and board governance/succession processes .
- Strong alignment: equity-heavy director pay ($220,025 RSUs vs $100,000 cash in FY2025) and stringent anti-hedging/pledging policy; no shares pledged .
- Ownership discipline: robust director ownership guideline (5x cash retainer ≈ $450,000) with defined compliance timeline; prior guideline already met by long-tenured directors .
- Engagement and attendance: Board reports ≥75% attendance for all directors and full attendance at last Annual Meeting; independent chair governance model with regular executive sessions .
-
Potential watch items:
- Time to full compliance under enhanced ownership guideline extends to July 2027 for current directors; board states satisfactory progress, but individual compliance levels are not disclosed .
- No director-specific attendance percentage beyond ≥75% disclosed; monitor future proxies for any variances .
-
Conflicts/related-party exposure: Company reports no related-person transactions in FY2025; Audit & Risk Committee pre-approves/oversees related-party matters .
Director Compensation (FY2025)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (RSUs, grant date fair value) | $220,025 |
| Option Awards | — |
| Non-Equity Incentive Plan Compensation | — |
| All Other Compensation | — |
| Total | $320,025 |
Structure reference (FY2025): Board retainer $90,000; NCG member $10,000; equity grant nominal value $220,000; RSUs generally vest in one year .
Committee Assignments and Roles
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 4 | Oversees governance, refreshment, stakeholder governance engagement, succession planning coordination, ESG, and cybersecurity risk oversight systems |
Independence, Attendance & Engagement
- Independence: Yes (per NYSE rules; all directors other than CEO are independent) .
- Attendance: At least 75% of Board and committee meetings; Board met 6 times in FY2025 .
- Annual Meeting: All directors attended last year’s Annual Meeting .
- Executive sessions: Regular sessions of independent directors; independent Chair .
Policies and Protections
- Anti-hedging/anti-pledging: Prohibits hedging, pledging, short sales, derivatives, and margin accounts for directors/officers .
- Related-party transactions: Audit & Risk Committee approval required; none in FY2025 .
- Director compensation governance: Reviewed by Compensation & Human Capital Committee with independent advisor; role-based pay (not per meeting) .
RED FLAGS
- None identified specific to Hatter in FY2025 disclosures: no related-party transactions, no pledging, independence affirmed, attendance threshold met .