Sherri Luther

About Sherri Luther

Sherri Luther (age 59) has served as an independent director of Silicon Laboratories Inc. since 2022; she is a CPA, NACD Directorship Certified, and currently CFO and Treasurer of Coherent Corp., with prior CFO experience at Lattice Semiconductor and senior finance roles at Coherent, Quantum, Ultra Network Technologies, and Arthur Andersen. She holds a BBA (Accounting and Finance) from Wright State University and completed the Executive MBA Program at Stanford Graduate School of Business, bringing 35 years of strategic and financial operations expertise including financial reporting, forecasting, SOX compliance, M&A, operations, supply chain, risk management, cybersecurity, and sustainability .

Past Roles

External Roles

Board Governance

• Independence: Board determined Luther is independent under Nasdaq rules; independent directors held four executive sessions in FY2024 without management .
• Committee assignments: Audit Committee (Member, designated “audit committee financial expert”); Nominating & Corporate Governance Committee (Member) .
• Attendance: Board held 4 meetings in FY2024; each incumbent director attended at least 75% of board and relevant committee meetings; all directors attended the 2024 annual meeting .
• Committee activity: Audit Committee held 6 meetings (oversight of financial reporting, internal controls, and cybersecurity); Nominating & Corporate Governance Committee held 4 meetings (board composition, governance, ESG) .
• Board leadership: SLAB separates Chair and CEO roles and maintains a Lead Director to preside over executive sessions and facilitate independent oversight .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• SLAB governance policy limits public-company executive officers serving as SLAB directors to no more than one additional public-company board beyond SLAB; no excess service disclosed for Luther .

Expertise & Qualifications

• Financial expertise: Designated audit committee financial expert; CPA credential; deep experience in capital allocation, M&A, SOX compliance, forecasting, and financial reporting .
• Technology/industry: Semiconductor and hardware operations; supply chain and global business exposure; risk management, cybersecurity, and sustainability oversight .
• Education/certifications: BBA in Accounting & Finance (Wright State University); NACD Directorship Certified; Executive MBA Program at Stanford Graduate School of Business .

Equity Ownership

• Director stock ownership guidelines: Must hold SLAB equity valued at 4x annual cash retainer (phase-in applies); RSUs count toward guidelines; compliance status for each director not individually disclosed .
• Hedging/pledging: Insider Trading Policy prohibits certain hedging and pledging for directors, officers, and employees; trading pre-clearance and blackout periods enforced .

Governance Assessment

• Strengths

  • Independence and financial oversight: Independent director with audit committee financial expert designation, supporting robust financial reporting and cyber risk oversight .
  • Attendance and engagement: Met board-level attendance thresholds; directors attended the 2024 annual meeting; independent director executive sessions held four times, evidencing active oversight .
  • Alignment: Director pay heavily equity-based via annual RSUs; ownership guidelines (4x retainer) promote alignment; compensation capped by plan at $750k/year .
  • ESG governance: Nominating & Corporate Governance Committee oversight includes sustainability; board integrates ESG with governance practices .

• Watch items and potential conflicts

  • External executive role: Serving as CFO of Coherent while on SLAB’s board elevates time-commitment risk; SLAB policy limits public-company executive officers’ additional board service and no excess service is disclosed (policy adherence reduces risk) .
  • Financial controls context: Company disclosed a prior material weakness in inventory accounting (FY2023) and changed its auditor in March 2025; as Audit Committee member/financial expert, Luther is part of remediation oversight—ongoing monitoring of ICFR remediation and audit firm transition is prudent for investors .
  • Related-party exposure: Audit Committee reviews related-party transactions; no Luther-related transactions disclosed; policy requires disclosure and pre-approval, mitigating conflict risk .

• Director compensation signals (confidence/discipline)

  • Mix and vesting: Cash ($69k) plus standard $200k-equivalent RSUs with one-year vest promotes retention and near-term alignment without performance leverage; absence of meeting fees and use of fixed retainers simplifies incentives .
  • Ownership policy: 4x retainer guideline plus prohibition on hedging/pledging supports long-term alignment and discourages misaligned risk-taking .

• RED FLAGS: None disclosed specific to Luther (no related-party transactions, no hedging/pledging disclosed, no attendance shortfalls). Company-level prior ICFR material weakness noted; continued audit and remediation oversight remains a governance priority .

Overall, Luther’s finance-heavy skill set, audit committee financial expert status, and independent standing support board effectiveness amid SLAB’s recent control and auditor transition; investors should monitor ICFR remediation progress and workload balance given her external CFO role at COHR **[1038074_0001193125-25-052915_d910502ddef14a.htm:13]** **[1038074_0001193125-25-052915_d910502ddef14a.htm:21]** **[1038074_0001193125-25-052915_d910502ddef14a.htm:12]** **[1038074_0001193125-25-052915_d910502ddef14a.htm:9]**.