Stephen Pagliuca
COHERENTAbout Stephen Pagliuca
Stephen Pagliuca (age 70) is an Independent Director of Coherent Corp. (COHR) and serves on the Compensation and Human Capital Committee; he has been on the Board since 2021 (Class One; term expires 2027). He is a Senior Advisor at Bain Capital, previously Managing Director of Bain Capital Private Equity, LP and Co‑Chair of Bain Capital, LP, and holds a BA from Duke University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital Private Equity, LP | Managing Director (prior); now Senior Advisor (Bain Capital) | Not disclosed | Private equity investing and governance; capital allocation expertise |
| Bain Capital, LP | Co‑Chair (prior) | Not disclosed | Firm leadership; strategic oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Gartner, Inc. (public) | Director | 2010 | Ongoing public board service |
| Boston Celtics | Co‑owner; Managing General Partner | Not disclosed | Serves on NBA Board of Governors |
| NBA Board of Governors | Board member | Not disclosed | League governance |
| Atalanta Bergamasca Calcio (Serie A) | Co‑owner; Co‑Chairman | Not disclosed | European football club governance |
Board Governance
- Committee assignments and meeting cadence:
- Compensation and Human Capital Committee (member); the CHC met 6 times in FY2025 and issues the executive pay report (he is listed among signatories) .
- Board met 6 times in FY2025; each director attended at least 75% of Board and committee meetings; all directors attended the last Annual Meeting .
- Independence: The Board determined all directors other than the CEO are independent under NYSE rules; Pagliuca is listed as an Independent Director .
- Board class/tenure: Class One; Director since 2021; term expires 2027 .
- Board structure: Chair and CEO roles separated; standing committees are Audit & Risk, Compensation & Human Capital, and Nominating & Corporate Governance .
- Standing limits: Directors limited to serving on a maximum of four public company boards (including COHR) .
Fixed Compensation (Director – FY2025)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 100,500 | Role-based cash (Board retainer plus CHC member fee) |
| Total Cash | 100,500 | |
| Notes on cash structure | — | Board member retainer $90,000; CHC member retainer $10,500; Chairs receive higher retainers in lieu of member fees |
Performance Compensation (Director – FY2025)
| Equity Type | Grant Value ($) | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | 220,025 | Not disclosed (determined by grant value/close) | Generally 1‑year vest | Annual nominal equity value $220,000 for full‑year directors; RSUs generally vest in one year and do not automatically vest upon departure . |
| Stock options | — | — | — | No option awards reported for directors in FY2025; none for Pagliuca . |
Performance metrics: Directors do not have performance‑conditioned equity; annual director equity consists of time‑vested RSUs only .
Other Directorships & Interlocks
| Type | Entity | Potential Interlock/Conflict Consideration |
|---|---|---|
| Public company board | Gartner, Inc. | No COHR‑disclosed related-party transactions; standard public board service . |
| Significant shareholder affiliation | Bain Capital (Senior Advisor) | Bain affiliates own 17.9% of COHR common stock and have a contractual right to nominate one director; Pagliuca is Bain’s designee to the Board . |
| Sports ownership | Boston Celtics; Atalanta; NBA Board of Governors | Not COHR‑disclosed as related parties; no transactions disclosed in FY2025 . |
Expertise & Qualifications
- Private equity, capital allocation, and long‑term value creation (Bain Capital leadership; Senior Advisor) .
- Public company governance and board experience (Gartner director since 2010) .
- Strategic growth and executive leadership credentials; finance background; formal education at Duke (BA) and Harvard Business School (MBA) .
- Broader board skill matrix indicates finance/strategy/governance/leadership expertise across the Board composition .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (common shares) | 16,196 | As of Aug 31, 2025; <1% of outstanding . |
| Ownership % of common | <1% | Based on 156,917,911 shares outstanding . |
| RSUs outstanding (director) | 2,831 | RSUs as of June 30, 2025 . |
| Options outstanding (exercisable/unexercisable) | 0 / 0 | No options listed for Pagliuca . |
| Shares pledged | None disclosed | Company policy prohibits pledging/hedging by directors . |
| Director ownership guideline | ≥5x annual cash retainer ($450,000) within 5 years | Board states directors are making satisfactory progress; individual compliance not detailed . |
Governance Assessment
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Strengths
- Independent director with deep finance/PE and board experience; sits on CHC (key for oversight of executive compensation and human capital) .
- Clear anti‑hedging/anti‑pledging policy; director stock ownership guideline of 5x cash retainer promotes alignment .
- Robust committee structure and processes; ERM oversight via Audit & Risk; formal annual self‑evaluations; strong attendance expectations; all directors attended last Annual Meeting .
- CHC responsiveness to shareholder feedback (capped future executive cash severance at ≤3x salary+target bonus; enhanced TSR disclosure); Pagliuca signed the CHC report .
-
Potential conflicts and monitoring points
- RED FLAG: Bain Capital ownership (17.9% of common) and contractual nomination rights; Pagliuca is Bain’s Board designee. While the Board deems him independent under NYSE rules, investors should monitor for potential conflicts (e.g., related‑party exposure, change‑in‑control dynamics, capital allocation decisions). Audit & Risk oversees related‑party transactions; none disclosed for FY2025 .
- Committee influence: As a CHC member, he helps set executive pay and director compensation; ongoing say‑on‑pay scrutiny is warranted, though the Board implemented shareholder‑requested pay governance changes after outreach .
-
Attendance/engagement
- All directors, including Pagliuca, met the ≥75% attendance threshold; independent directors led shareholder engagement (85% participation in meetings) .
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Overall implication
- Pagliuca brings strong capital markets and governance acumen and is positioned to influence executive pay architecture and strategic oversight positively. The Bain nomination right and significant ownership create an alignment‑plus‑influence profile; absence of FY2025 related‑party transactions and formal oversight processes mitigate, but do not eliminate, perceived conflict risk. Continued monitoring of compensation outcomes, M&A/portfolio decisions, and any Bain‑related dealings is advisable .