Shaker Sadasivam
COHERENTAbout Shaker Sadasivam
Independent director (Class Two) of Coherent Corp. since 2016; age 65. A veteran semiconductor executive and technologist, he is Co‑Founder, President and CEO of Auragent Bioscience. Prior roles include CEO of SunEdison Semiconductor Limited and senior R&D and business leadership at SunEdison (formerly MEMC). He holds a Ph.D. in Chemical Engineering (Clarkson University), MBA (Washington University Olin), and B.S./M.S. in Chemical Engineering (University of Madras/IIT). He serves on Coherent’s Audit & Risk Committee and qualifies as an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunEdison Semiconductor Limited | President & CEO | 2013–2016 | Led global advanced semiconductor manufacturer |
| SunEdison, Inc. (predecessor to SunEdison Semiconductor; formerly MEMC) | EVP & President, Semiconductor Materials BU | 2009–2013 | P&L leadership for materials |
| SunEdison, Inc. | SVP, Research & Development | 2002–2009 | Technology/R&D leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Auragent Bioscience, LLC | Co‑Founder, President & CEO | Current | Private biotech leadership |
| FTC Solar, Inc. | Chair of the Board | Since 2017 | NYSE‑listed; board chair |
| Sfara (private) | Director | Current | Mobile-based safety/detection tech |
| Sea Pharmaceuticals, LLC (private) | Director | Current | Neurotherapeutics R&D (tinnitus/epilepsy) |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under NYSE rules; Sadasivam is an independent director.
- Committees: Audit & Risk Committee member; designated audit committee “financial expert.” The Audit & Risk Committee met 7 times in FY2025.
- Attendance: The Board met 6 times in FY2025; each director attended at least 75% of Board and committee meetings of which they were a member.
- Annual meeting attendance: All directors attended last year’s Annual Meeting.
- Board leadership: Chair and CEO roles separated in 2024; independent Chair presides over executive sessions of independent directors.
- Board limits: Coherent limits directors to a maximum of four public company boards (including Coherent).
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 90,000 | Standard member retainer |
| Audit & Risk Committee member fee | 15,000 | Member (not Chair) |
| Total cash fees earned | 105,000 | Per Director Compensation Table |
Performance Compensation
| Equity Element | Grant/Outstanding | Vesting | Terms |
|---|---|---|---|
| Annual director RSU grant (nominal value) | $220,000 | Generally 1‑year cliff | Number of RSUs determined by grant‑date price; time‑based vesting (no performance conditions) |
| Stock awards recognized (FY2025) | $220,025 | As granted | ASC 718 grant‑date fair value |
| Options | None held | — | Coherent does not reprice options without shareholder approval |
Directors are paid via a role‑based program (no per‑meeting fees) with cash retainers plus time‑based RSUs; director equity does not have performance conditions or automatic vesting upon departure.
Other Directorships & Interlocks
| Company | Industry Relationship to Coherent | Potential Interlock/Conflict Considerations |
|---|---|---|
| FTC Solar, Inc. (Chair) | Solar/renewables; Coherent serves industrial laser/materials markets broadly | No related‑party transactions reported in FY2025; A&R Committee oversees RPT reviews. |
| Sfara (private) | Mobile safety/detection (software/tech) | No RPT disclosures in FY2025. |
| Sea Pharmaceuticals, LLC (private) | Neurotherapeutics R&D | No RPT disclosures in FY2025. |
Expertise & Qualifications
- Semiconductor operations, product development, and engineering management; prior CEO of a public semiconductor company.
- Audit & Risk oversight experience; designated audit committee financial expert.
- Advanced technical education (Ph.D. Chemical Engineering) and MBA; cross‑functional leadership in R&D and P&L roles.
- Board skills matrix credits him with relevant technology/industry, operations, risk management, and governance experience.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 38,622 (less than 1% of outstanding) |
| RSUs outstanding (as of 6/30/2025) | 2,831 |
| Options outstanding (exercisable/unexercisable) | None/None |
| Shares pledged as collateral | None pledged (company-wide prohibition and none reported) |
| Director stock ownership guideline | ≥5x annual cash retainer ($450,000) within five years of July 2022; Board indicates satisfactory progress toward compliance. |
Governance Assessment
- Strengths for investor confidence: independent status; Audit & Risk membership and “financial expert” designation; consistent attendance; role‑based director pay with equity alignment; anti‑hedging/anti‑pledging policy; no FY2025 related‑party transactions.
- Compensation alignment: director pay at Coherent comprises cash retainer and time‑based RSUs with one‑year vest; no options granted/held and no performance equity—reduces pay complexity and avoids short‑term risk incentives.
- Ownership alignment: meaningful personal shareholding with additional RSUs outstanding; subject to rigorous ownership guidelines; no pledging permitted.
- Potential conflicts: External leadership (chair at FTC Solar; CEO at Auragent Bioscience) increases time commitments but remains within Coherent’s public‑board limits; Audit & Risk Committee reviews and discloses related‑party matters—none in FY2025.
RED FLAGS: None disclosed for FY2025 regarding related‑party transactions, pledging/hedging, option repricing, or attendance shortfalls.