Rob Beard
COHERENTAbout Rob Beard
Rob Beard, 47, is Coherent’s Chief Legal and Global Affairs Officer and Secretary (appointed October 21, 2024). He previously served as Mastercard’s Chief Legal and Global Affairs Officer and, prior to that, spent nearly a decade at Micron Technology culminating as General Counsel and Corporate Secretary; he played key roles in advancing the U.S. CHIPS and Science Act and negotiating New York incentives for Micron’s planned $100B fab. He holds a B.A. from the University of Utah and a J.D., summa cum laude, from the University of Illinois College of Law, and has taught at the University of Illinois and the University of Utah law schools . During FY2025, Coherent delivered record revenue of $5,810.1M, Adjusted EBITDA of $1,350.4M used for incentive payouts, and reported a 123% TSR in proxy highlights, framing the performance backdrop for Beard’s first year (partial-year) incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mastercard | Chief Legal and Global Affairs Officer; member of Management Committee | Not disclosed | Led global legal, government affairs, and policy functions |
| Micron Technology | General Counsel and Corporate Secretary; prior senior legal roles | “Nearly decade-long tenure” (years not disclosed) | Key role in CHIPS Act advocacy and negotiating NY incentive package for Micron’s ~$100B fab |
| Shearman & Sterling; Weil, Gotshal & Manges | Associate (London; later U.S.) | Not disclosed | Corporate legal practice; international transactions exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Illinois (Communications Dept. and College of Law); University of Utah S.J. Quinney College of Law | Instructor/Adjunct (teaching) | Not disclosed | Academic teaching appointments |
Fixed Compensation
| Metric (FY2025) | Value | Source |
|---|---|---|
| Base Salary | $660,000 | |
| Target Annual Bonus % | 85% of base salary | |
| Actual Annual Cash Incentive – GRIP | $863,940 (170% attainment) | |
| Actual Annual Cash Incentive – BIP | $59,598 (112.8% attainment) | |
| Total Actual Annual Incentive (GRIP + BIP) | $923,538 |
Notes:
- GRIP metrics (50% Revenue, 50% Adjusted EBITDA) paid at 170% based on Revenue of $5,810.1M and Adjusted EBITDA of $1,350.4M; BIP (Adjusted EBITDA) paid at 112.8% .
Performance Compensation
Annual Incentive Plan (FY2025)
| Metric | Weight | Threshold (75% of target) | Target (100%) | Maximum (200% at 115%) | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Revenue | 50% | $4,036.5M | $5,382.0M | $6,189.3M | $5,810.1M | 170% |
| Adjusted EBITDA | 50% | $897.7M | $1,196.9M | $1,376.4M | $1,350.4M | 170% |
| Total | 100% | — | — | — | — | 170% |
BIP (broad-based program) used Adjusted EBITDA only; FY2025 actual of $1,350.4M equated to 112.8% payout .
Long-Term Incentives (granted FY2025)
| Vehicle | Target Grant Value | Shares/Units Granted | Vesting | Performance Metric | Key Terms |
|---|---|---|---|---|---|
| PSUs | $5,500,000 | 58,631 | 3-year cliff (FY2025–FY2027) | Relative TSR vs S&P Composite 1500 Electronic Equipment, Instruments & Components | Earnout: 0% <25th pct; 50% at 25th; 100% at 50th; 200% at ≥75th; capped at 100% if absolute TSR is negative |
| RSUs | $3,700,000 | 39,088 | Ratable over 3 years | Service | Inducement equity aligned to forfeited awards; promotes retention |
PSU Metric Design
- Comparator/index and payout curve above; entire 3-year performance period with single rTSR metric; linear interpolation between levels; negative absolute TSR cap applies .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Total Beneficial Ownership (8/31/2025) | 285 shares; “Less than 1%” of shares outstanding | |
| Unvested RSUs outstanding (6/30/2025) | 39,088 units; value $3,487,040 (at $89.21/share) | |
| Unvested PSUs outstanding (6/30/2025) | 58,631 target units; value $5,230,472 (at $89.21/share) | |
| Upcoming RSU vesting dates/shares | 10/2025: 13,029; 10/2026: 13,029; 10/2027: 13,030 (total 39,088) | |
| PSU vesting schedule | FY2025 PSUs cliff vest at end of FY2027 subject to rTSR | |
| Shares pledged as collateral | None; company policy prohibits pledging and hedging | |
| Executive ownership guideline | 1x base salary for non-CEO executive officers; 3-year phase-in; NEOs either in compliance or within phase-in period |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Severance Plan Participation | Covered by Coherent Revised Executive Severance Plan via Participation Agreement | |
| Non‑CIC Qualifying Termination | 12 months base salary; lump-sum healthcare payment equal to 12 months premiums; equity: (i) RSUs with vest dates within 12 months vest; (ii) additional RSU tranches pro‑rated; (iii) PSUs pro‑rated based on actual full‑period performance | |
| CIC Period (6 months before to 18 months after a CIC) | 24 months base salary + 2x target bonus (lump sum); 18 months healthcare; full double‑trigger equity vesting (greater of target or actual performance for PSUs) plus pro‑rated “CIC Period Bonus” | |
| Definitions (Cause/Good Reason) | Material duty reduction, pay cuts, relocations, etc., with notice/cure; robust Cause definitions | |
| Non‑compete / Non‑solicit | Restricted Period: 12 months (non‑CIC termination) or 24 months (CIC period termination) non‑compete and non‑solicit covenants | |
| Clawback | NYSE/Rule 10D‑1 compliant Compensation Recovery Policy (adopted Oct 2, 2023) for erroneously awarded incentive compensation; prior policy covers misconduct‑related restatements | |
| Tax Gross‑Ups | No 280G/4999 excise tax gross‑ups; “best‑net” cutback if beneficial | |
| Dispute Resolution | Arbitration provisions and PA governing law within plan documents |
Performance Compensation – Award Mechanics and 2025 Results (Detail)
| Component | Structure | FY2025 Outcome |
|---|---|---|
| Annual GRIP | 50% Revenue; 50% Adjusted EBITDA; threshold 75% of target; max at 115% of target; capped at 200% | Revenue $5,810.1M; Adjusted EBITDA $1,350.4M; payout 170% |
| Annual BIP | Adjusted EBITDA only; quarterly accruals and true‑up | FY2025 payout 112.8% |
| LTIP – PSUs | 3‑year cliff; rTSR vs S&P Composite 1500 EEI&C index; 0–200% payout with negative TSR cap at 100% | Grants: 58,631 PSUs (target) |
| LTIP – RSUs | 3‑year ratable vesting | Grants: 39,088 RSUs; vests 10/2025, 10/2026, 10/2027 |
Compensation Structure Analysis
- Mix and at‑risk pay: FY2025 design emphasized variable pay, with cash incentives entirely formulaic on company metrics and LTI weighted 60% to PSUs, aligning payout with multi‑year TSR relative performance .
- New‑hire inducement equity: Beard’s $9.25M inducement award (60% PSUs, 40% RSUs) primarily replaced forfeited awards, balancing retention (time‑based RSUs) and performance alignment (PSUs) .
- Shareholder responsiveness: After the 2024 say‑on‑pay outcome, the Compensation Committee capped future cash severance at ≤3x salary+target bonus and enhanced PSU disclosure; it also retained a new independent consultant (Compensia) .
Say‑on‑Pay & Shareholder Feedback
- Engagement scope: Contacted investors representing ~80% of shares; met with investors representing 44%; independent directors led/attended most meetings .
- Actions taken: Severance cap commitment; expanded disclosure of rTSR PSU outcomes; enhanced succession disclosures .
Risk Indicators & Red Flags (as disclosed)
- Pledging/hedging: Prohibited by policy; officers subject to blackout/pre‑clearance; no pledges reported in ownership table .
- Option repricing: Not permitted without shareholder approval .
- Related‑party transactions: None in FY2025 meeting SEC thresholds .
- Clawback: NYSE‑compliant policy in place .
Investment Implications
- Alignment and retention: A substantial portion of Beard’s equity is performance‑based PSUs (58,631 target) vesting at FY2027, with time‑based RSUs vesting annually in October 2025–2027, supporting multi‑year retention and alignment with TSR outperformance .
- Potential selling pressure windows: The scheduled RSU vesting dates (Oct 2025/2026/2027) are the most likely windows for liquidity events; monitor trading plans and any Form 4 activity around these dates and the FY2027 PSU cliff vesting to gauge supply dynamics .
- Downside protection and severance economics: Double‑trigger CIC protection (24 months salary + 2x target bonus + full equity vest) is competitive but can be value‑significant; outside CIC, severance is 12 months with pro‑rata equity, limiting windfalls and maintaining performance linkage for PSUs .
- Governance quality: Anti‑hedging/pledging, no option repricing, clawback policy, and shareholder‑responsive program changes reduce governance risk; ownership guidelines (1x salary for executives) further align incentives during phase‑in .
Key data sources: Coherent 2025 DEF 14A (filed Oct 2, 2025) and related exhibits and 8‑K filings detailing executive appointments and the Revised Executive Severance Plan.
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