Sandeep Vij
COHERENTAbout Sandeep Vij
Independent director (Class Three) at Coherent Corp. since 2022; age 59 as of August 31, 2025 . Former President & CEO of MIPS Technologies with deep semiconductor, marketing, and operating experience; previously senior roles at Xilinx and Cavium . Education: MSEE, Stanford; BSEE, San Jose State; graduate of GE’s Edison Engineering Program . Serves on the Compensation and Human Capital Committee (member; not chair) and is classified as independent under NYSE rules (all directors other than the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIPS Technologies, Inc. | President & CEO; director | 2010–2013 | Led strategy and operations; executed sale of company |
| Cavium Networks, Inc. | VP & GM, Broadband & Consumer Division | 2008–2010 | P&L leadership in semiconductor segment |
| Xilinx, Inc. | VP, Worldwide Marketing (and earlier VP & GM, General Products; Director of FPGA Marketing) | 1996–2008 (various roles; VP WW Marketing 2001–2006; VP & GM 1997–2001; Director since 1996) | Drove global marketing, services, support; business unit GM experience |
| General Electric | Edison Engineering Program (Advanced Courses in Engineering) | Early career (date not specified) | Technical development program graduate |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coherent, Inc. (pre-acquisition) | Director | 2004–2022 (joined Coherent Corp. board in 2022) | Governance continuity through combination |
| Private investor | Investor | Since 2013 | No disclosed public company board interlocks in past five years |
Board Governance
- Board service: Class Three director since 2022; term expires 2026; independent .
- Committee assignments: Compensation and Human Capital Committee member; CHC met 6 times in FY2025; chair is Michelle Sterling .
- Attendance: Board met 6 times in FY2025; each director attended at least 75% of Board and assigned committee meetings . All directors attended the prior Annual Meeting .
- Independence: Board reports 93% independent; all directors other than CEO are independent; NYSE compliance affirmed .
- Engagement: Independent directors participated in 85% of shareholder meetings in FY2025 engagement efforts .
Fixed Compensation
| Fiscal Year | Fees Earned (Cash) | Stock Awards (RSUs, grant-date fair value) | Options | Other Cash/Perqs | Total |
|---|---|---|---|---|---|
| FY2025 | $100,500 | $220,025 | — | — | $320,525 |
- Director cash program (role-based, not per-meeting): Board member $90,000; CHC member $10,500; CHC chair $21,000 (chairs receive chair retainer in lieu of member retainer) .
- RSU annual equity for full-year directors: nominal $220,000; generally 1-year vest; does not automatically vest upon departure (Board may approve vesting if departing director in good standing) .
Performance Compensation
| Element | Structure | Metric | Vesting/Measurement | Notes |
|---|---|---|---|---|
| Director RSUs | Time-based RSUs | None (no performance conditions) | Typically 1-year vest for annual grant | Standard director equity; no PSUs/options for directors |
Directors do not receive performance-based equity (e.g., PSUs) or cash bonuses tied to corporate KPIs; equity awards are time-based RSUs with stated vesting; option awards were not granted to Sandeep Vij in FY2025 .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards (past five years) | None disclosed for Mr. Vij |
| Prior public boards | Coherent, Inc. director (2004–2022) |
| Potential interlocks (competitors/suppliers/customers) | None disclosed; related-party transactions reviewed by Audit & Risk Committee; none in FY2025 under SEC rules |
Expertise & Qualifications
- Semiconductors and technology operations leadership; CEO and GM experience; strategy and marketing expertise .
- Technical credentials: MSEE (Stanford), BSEE (San Jose State), GE Edison Engineering Program graduate .
- Board skills matrix: Directors collectively bring technology/IP, materials/semiconductor, operations, risk management, and talent/compensation expertise; Vij categorized as independent with semiconductor/technology experience (boardwide skills snapshot) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 22,195 shares | Includes 8,792 shares held by Vij Family 2001 Trust |
| RSUs outstanding (as of June 30, 2025) | 3,039 units | Time-based director RSUs |
| Options outstanding | 0 | No options held |
| Pledged shares | None; Company states no pledging by covered insiders; none of the shares in the directors/officers table are pledged | |
| Director stock ownership guideline | 5x annual cash retainer ($450,000) within 5 years of guideline effective date (July 2022); Board notes satisfactory progress across non-employee directors |
Governance Assessment
- Committee role and independence: Member of Compensation and Human Capital Committee, which oversees executive pay, human capital, and director compensation; committee remains independent and uses independent consultants (transitioned from Aon to Compensia in 2025) . Signal: positive for oversight quality.
- Attendance and engagement: Meets minimum attendance standards; directors attended prior Annual Meeting; strong independent director participation in shareholder engagement (85%) . Signal: positive investor confidence.
- Pay structure and alignment: Director compensation mix is standard (cash retainer + time-based RSUs); no options or performance-linked director awards; anti-hedging and anti-pledging policy for insiders; no repricing; limited perquisites . Signal: governance friendly, low risk.
- Ownership alignment: Beneficial ownership plus ongoing RSUs indicate some skin-in-the-game; subject to stringent director ownership guidelines (5x cash retainer) with Board monitoring progress . Signal: alignment improving toward guideline.
- Conflicts and related-party: Audit & Risk Committee reviews related-person transactions; none in FY2025 under SEC rules; insider trading policy restricts hedging/pledging/derivatives and mandates preclearance/trading windows for designated insiders . Signal: low conflict risk.
- Say-on-pay and responsiveness: Board and CHC conducted expanded shareholder outreach after 2024; capped future cash severance at ≤3x salary+target bonus; enhanced TSR disclosure for PSU outcomes; expanded succession planning disclosure . Signal: strong responsiveness supports investor confidence.
RED FLAGS
- None disclosed specific to Mr. Vij: no related-party transactions, no pledging/hedging, no delinquent Section 16 filings; director attended requisite meetings; no overlapping public boards in last five years .