SEC Form DEF 14A filed by Cognex Corporation

COGNEX CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on April 30, 2025

To our Shareholders:

The 2025 Annual Meeting of Shareholders of COGNEX CORPORATION will be held at 9:00 a.m. local time on Wednesday, April 30, 2025, at Cognex’s headquarters located at One Vision Drive, Natick, Massachusetts 01760, for the following purposes:

In addition, we will consider any other business that may properly come before the meeting or any adjournments or postponements of the meeting.

The Board of Directors has fixed the close of business on February 28, 2025 as the record date for the meeting. All shareholders of record on that date are entitled to receive notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY TELEPHONE, VIA THE INTERNET, OR BY COMPLETING AND RETURNING A PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY CONTINUE TO HAVE YOUR SHARES VOTED AS INSTRUCTED IN THE PROXY, OR YOU MAY WITHDRAW YOUR PROXY AT THE MEETING AND VOTE YOUR SHARES IN PERSON.

Natick, Massachusetts

March 14, 2025

Important

Please note that due to security procedures, you may be required to show a form of picture identification to gain access to our headquarters. Please contact the Cognex Department of Investor Relations at (508) 650-3000 if you plan to attend the meeting.

TABLE OF CONTENTS

COGNEX CORPORATION

PROXY STATEMENT

INFORMATION ABOUT THE MEETING AND VOTING PROCEDURES

General

This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Cognex Corporation (“Cognex” or the “company”) for use at the 2025 Annual Meeting of Shareholders (the “meeting” or “this meeting”) to be held at 9:00 a.m. local time on Wednesday, April 30, 2025, at our headquarters located at One Vision Drive, Natick, Massachusetts 01760, and at any adjournments or postponements of that meeting. Our telephone number is (508) 650-3000. At this meeting, shareholders will consider and vote on the following proposals:

The Board recommends that you vote your shares “FOR” each proposal. The Board knows of no other matters to be presented at this meeting.

This proxy statement is first being made available to our shareholders on or about March 14, 2025.

Voting Rights and Quorum

Shareholders of record at the close of business on February 28, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the meeting. As of the close of business on the Record Date, there were 169,370,136 shares of our common stock outstanding and entitled to vote. Each outstanding share of our common stock entitles the record holder to one vote. Shareholders have no right to cumulative voting as to any matter. Our common stock is listed and trades on the NASDAQ Global Select Market.

The holders of a majority of our common stock outstanding on the Record Date are required to be present in person or be represented by proxy at the meeting to constitute a quorum for the transaction of business. Therefore, a quorum will be present if 84,685,069 shares of our common stock are present in person or represented by executed proxies timely received by us at the meeting. Following the determination of a quorum, the vote required for approval of the matters to be considered at the meeting is as follows:

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Treatment of Abstentions and Broker Non-Votes

We will count both abstentions and broker “non-votes” as present for the purpose of determining the existence of a quorum for the transaction of business. For the purpose of determining the number of shares voting on a particular proposal, we will not count abstentions and broker “non-votes” as votes cast or shares voting. As a result, abstentions and broker non-votes, if any, will have no effect on the voting results for any of the proposals to be presented at the meeting.

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (“NYSE”), which are also applicable to NASDAQ-listed companies, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals 1 and 3 are considered to be “non-routine” under NYSE rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, proposal 2 is considered to be “routine” under NYSE rules and, thus, if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on proposal 2.

Voting Your Shares

If you elected to receive a paper copy of the proxy materials, you may vote your shares by submitting the proxy card accompanying the materials for use at the meeting. Please complete, date, sign and submit the proxy card as instructed on the card. You may also vote your shares by telephone or via the Internet by following the instructions included on the proxy card or on the Notice of Internet Availability of Proxy Materials. The Internet and telephone voting facilities for shareholders of record will close at 1:00 a.m. Eastern time on April 30, 2025. If you are a shareholder who holds shares through a broker, bank or other similar organization (that is, in “street name”), please refer to the instructions from the broker, bank or other organization holding your shares.

The Board recommends an affirmative vote on all proposals described in the notice for the meeting. Proxies will be voted as specified. If your proxy is properly submitted, it will be voted in the manner that you direct. If you do not specify instructions with respect to any particular matter to be acted upon at the meeting, proxies will be voted in favor of the Board’s recommendations as set forth in this proxy statement.

You may revoke your proxy at any time before your proxy is voted at the meeting by:

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If a broker, bank or other similar organization holds your shares, you must contact them in order to find out how to revoke or change your vote.

Expense of Solicitation

The cost of this solicitation will be borne by Cognex. It is expected that the solicitation will be made primarily by delivery of these materials, but regular employees or representatives of Cognex (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, email, or other electronic communication and in person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to their principals at our expense.

How to Obtain an Annual Report on Form 10-K

Our Annual Report on Form 10-K, including the financial statements and schedules to such report, required to be filed with the Securities and Exchange Commission (“SEC”) for our most recent fiscal year is available on our website at www.cognex.com under “Company—Investor Information—Financial Reports—SEC Filings.” Shareholders can send a written request to Investor Relations at Cognex Corporation, One Vision Drive, Natick, Massachusetts 01760 or by email at [email protected] and we will provide a printed copy to such person without charge.

The information contained in our website, including any documents referenced herein that appear on our website, is not included as part of, or incorporated by reference into, this proxy statement, and any references to our website are intended to be inactive textual references only.

Householding of Annual Meeting Materials

The SEC permits a single set of annual reports, proxy statements and/or notices of internet availability of proxy materials to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. This procedure, referred to as “householding,” reduces the volume of duplicate information shareholders receive and reduces mailing and printing costs. Only one copy of the notice of internet availability of proxy materials may be sent to certain beneficial shareholders who share a single address, unless any shareholder residing at that address has given contrary instructions.

To obtain a copy of any such document, please contact Cognex Investor Relations at the mailing address or email address noted above. To receive a copy of any such document in the future, or if you are receiving multiple copies and want to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above mailing or email address.

Investor Contact

If you have any questions about the meeting or your ownership of our common stock, please contact Cognex Investor Relations at the above mailing or email address.

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STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners

The following table shows as of the Record Date, any person who is known by us to be the beneficial owner of more than five percent of our common stock. For purposes of this proxy statement, beneficial ownership is defined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, agreement, understanding, relationship or otherwise has or shares the power to vote such security or to dispose of such security.

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Security Ownership of Directors and Executive Officers

The following information is furnished as of the Record Date, with respect to our common stock beneficially owned within the meaning of Rule 13d-3 of the Exchange Act by each of our Directors, each Director nominee, each of the “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K) and by all of our Directors and executive officers as a group. Unless otherwise indicated, the individuals named held sole voting and investment power over the shares listed below. The address for each individual is c/o Cognex Corporation, One Vision Drive, Natick, Massachusetts 01760.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and Directors and persons owning more than 10% of our outstanding common stock to file reports of ownership and changes in ownership with the SEC. Our executive officers, Directors and greater than 10% holders of our common stock are required by SEC regulations to furnish us with copies of all forms they file with the SEC under Section 16(a).

Based solely on copies of such forms furnished to us as provided above, we believe that during fiscal year 2024, our executive officers, Directors and owners of greater than 10% of our common stock complied with applicable Section 16(a) filing requirements.

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Audit Committee

In accordance with its written charter, the Audit Committee’s general responsibilities include, among other things, the following:

For 2024, among other functions, the Audit Committee reviewed with our independent registered public accounting firm the scope of the audit for the year, the results of the audit when completed and the independent registered public accounting firm’s fees for services performed. The Audit Committee also appointed the independent registered public accounting firm and reviewed with management various matters related to our internal controls. The Board delegated responsibility for oversight of risks from cybersecurity threats to the Audit Committee. The Audit Committee receives reports from the company’s Information Security Team on an annual basis. The Audit Committee held five meetings during 2024.

The Board has determined that all members of the Audit Committee are financially literate, and that Ms. Sennett qualifies as an “audit committee financial expert” under the rules of the SEC.

Nominating, Governance and Sustainability Committee

In accordance with its written charter, the Nominating, Governance and Sustainability Committee is responsible for identifying individuals qualified to serve as members of the Board and recommending to the Board nominees for election as Directors at each annual meeting of shareholders and when vacancies in the Board occur for any reason. The Nominating, Governance and Sustainability Committee is also responsible for developing and recommending to the Board a set of corporate governance guidelines to assist and guide the Board in the exercise of its responsibilities, periodically reviewing these guidelines and recommending changes deemed appropriate, and coordinating any evaluations of the Board and its committees. Further, the Committee is responsible for the general oversight of Cognex’s environmental, social and governance (“ESG”) strategy, practices and policies, including the consideration of emerging ESG trends that may affect the business, operations, performance or reputation of Cognex. The Nominating, Governance and Sustainability Committee met three times during 2024.

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In February 2025, the Board met and, upon the recommendation of the Nominating, Governance and Sustainability Committee, recommended the Director nominees for election at the meeting. John T.C. Lee, Anthony Sun and Robert J. Willett have been nominated for election to the Board.

Compensation/Stock Option Committee Interlocks and Insider Participation

During 2024, Dr. Lee, Dr. Parrotte, and Mr. Sun served on the Compensation/Stock Option Committee. No member of the Compensation/Stock Option Committee served as an officer or employee of Cognex or any of its subsidiaries, nor, other than Dr. Lee as described above, had any business relationship or affiliation with Cognex or any of its subsidiaries during 2024 other than his or her service as a Director.

Certain Relationships and Related Transactions

In accordance with its written charter, the Audit Committee conducts an appropriate review of all related party transactions for potential conflict of interest situations on an ongoing basis, and the approval of the Audit Committee is required for all related party transactions. Since the beginning of 2024, there were no related party transactions, and there are not currently any proposed related party transactions, that would require disclosure under SEC rules. Under our Code of Business Conduct and Ethics, any transaction or relationship engaged in by our employees that reasonably could be expected to give rise to a conflict of interest should be reported promptly to our Compliance Officer, who may notify our Board or a committee thereof as he or she deems appropriate. Actual or potential conflicts of interest involving a Director or executive officer are required to be disclosed directly to the Chairman of our Board.

Board Diversity Matrix

The following shows the diversity make-up of the Board as of March 1, 2025.

Director Nominees

When considering a potential candidate for membership on our Board, the Nominating, Governance and Sustainability Committee will consider any criteria it deems appropriate, including, among other things, the experience and qualifications of any particular candidate as well as such candidate’s past or anticipated contributions to our Board and its committees. At a minimum, each nominee is expected to have high personal and professional integrity and demonstrated ability and judgment to be effective, with the other Directors and management, in collectively serving the long-term interests of our shareholders. Each nominee is expected to be

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personable and support our “Work Hard, Play Hard, Move Fast” culture. Further, each nominee is expected to have direct and significant experience in one or more industries or markets in which our company does, or plans to do, business, and/or significant senior-level management experience in functions or roles which are helpful to our company. This includes finance, accounting, legal, human resources, engineering, manufacturing, and sales and marketing.

In addition to the minimum qualifications set forth above, when considering potential candidates for our Board, the Nominating, Governance and Sustainability Committee seeks to ensure that the Board is comprised of a majority of independent Directors, that the committees of the Board are comprised entirely of independent Directors, and that at least one member of the Audit Committee qualifies as an “audit committee financial expert” under SEC rules. The Nominating, Governance and Sustainability Committee may also consider any other standards that it deems appropriate.

The Nominating, Governance and Sustainability Committee considers the composition of our Board overall, with the goal of having a combination of backgrounds, skills and knowledge to help promote Cognex’s long-term strategy. In particular, the committee, when recommending director candidates to the full Board for nomination, may consider whether a director candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.

Board diversity, including with respect to ethnicity, age and gender, continues to be a priority of the Board. In 2017, our Board amended our corporate governance guidelines to require our Nominating, Governance and Sustainability Committee to include women and individuals from minority groups who meet the required qualifications on the initial list of director candidates from which new board nominees are chosen. In addition, any search firm retained by the Nominating, Governance and Sustainability Committee is required to abide by these guidelines. Since these requirements were added to our corporate governance guidelines, Dr. Parrotte (in 2018), Mr. Lawande (in 2021), Ms. Sennett (in 2021), Dr. Lee (in 2022), and Mr. Papadimitriou (in 2023) have been elected to the Board. The Nominating, Governance and Sustainability Committee believes that there will be opportunities over the next one-to-three years to continue to add strong, independent and diverse directors to the Board.

In practice, the Nominating, Governance and Sustainability Committee generally will evaluate and consider all candidates recommended by our Directors, officers and shareholders. The Nominating, Governance and Sustainability Committee intends to consider shareholder recommendations for directors using the same criteria as potential nominees recommended by the members of the Nominating, Governance and Sustainability Committee or others. The Nominating, Governance and Sustainability Committee did not receive any shareholder nominations for director with respect to this Annual Meeting of Shareholders.

Shareholders who wish to submit Director candidates for consideration as nominees for election at our 2026 Annual Meeting of Shareholders should send such recommendations to the Secretary of Cognex Corporation at our executive offices on or before November 14, 2025. These recommendations must include:

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Shareholders must also submit any other information regarding the proposed Director candidate that is required to be included in a proxy statement filed pursuant to SEC rules. See also the information under the heading “Shareholder Proposals.”

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PROPOSAL 1: ELECTION OF DIRECTORS

Our Board currently consists of seven Directors and is divided into three classes, with one class being elected each year for a term of three years. We are proposing that John T.C. Lee, Anthony Sun, and Robert J. Willett be elected to serve terms expiring at the 2028 Annual Meeting of Shareholders and in each case until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Biographical information including the key attributes and skills the director nominees bring to our Board is set forth below.

Recommendation

OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF JOHN T.C. LEE, ANTHONY SUN, AND ROBERT J. WILLETT.

The persons named in the accompanying proxy will vote, unless a shareholder specifies otherwise, “FOR” the election of the nominees named above. Our Board anticipates that each nominee, if elected, will serve as a Director. If a nominee is unable to accept election, the persons named in the accompanying proxy will vote for such substitute as our Board may recommend. There are no family relationships between any incumbent Director or any Director nominee and any executive officer of Cognex or its subsidiaries.

Information Regarding Directors and the Director Nominees

Set forth below is information furnished to us by the Director nominees and the incumbent Directors whose terms will continue after the meeting. The biographical description for each Director and Director nominee includes his or her age, all positions he or she holds with Cognex, his or her principal occupation and business experience over the past five years, and the names of other publicly held companies for which he or she currently serves as a director or has served during the past five years. It also includes the specific experience, qualifications, attributes and skills that led to our Board’s conclusion that the nominee should serve as a director of Cognex or, with respect to each Director who is not standing for election, that the Board would expect to consider if it were making a conclusion currently as to whether he or she should serve as a director.

We believe that all of our Directors have a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment as well as a commitment of service to Cognex and, to the extent applicable, our Board. Our Board does not currently evaluate whether incumbent Directors who are not standing for election should serve as directors, as the terms for which they were previously elected continue beyond the meeting.

Nominated for a term ending in 2028:

John T.C. Lee, 62, has served as a Director since May 4, 2022. Dr. Lee is currently the President and Chief Executive Officer of MKS Instruments, Inc. (Nasdaq: MKSI), a global provider of instruments, systems, subsystems and process control solutions for advanced manufacturing processes. Dr. Lee has held this position since January 2020. He has also served on the MKS Board since January 2020. From October 2007 to January 2020, Dr. Lee held a series of progressive leadership roles at MKS, including Chief Operating Officer from 2016 to 2019. Prior to joining MKS, Dr. Lee served in various capacities in various technology industries, including semiconductor and solar as well as plasma processing research, at leading technology companies, including

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Applied Materials, Lucent Technologies and AT&T Bell Labs. He has served as a member of the Executive Committee of the Board of the Massachusetts High Technology Council since 2021, as their Vice Chair from 2021 to 2023 and as their Chair since 2023. Dr. Lee has also been the Co-Chair of the Massachusetts Opportunity Alliance since 2024. Dr. Lee holds a B.S. from Princeton University and both an M.S.C.E.P. and a Ph.D. from the Massachusetts Institute of Technology, all in Chemical Engineering. We believe Dr. Lee’s qualifications for sitting on the Board include his executive leadership experience, including his service as chief executive officer of a large public company, perspective from his service on other public company boards, expertise in the semiconductor and technology industries, and international experience.

Anthony Sun, 72, has served as a Director since 1982. Mr. Sun served as a managing general partner and Chief Executive Officer of Venrock Associates, a venture capital partnership, from 1997 until his retirement in 2010. He began his tenure at Venrock in 1979 and was a general partner from 1980 to 1997. Mr. Sun has also served as a member of the Boards of Directors of several private companies. During the past five years, Mr. Sun has not served as a member of the Board of another publicly held company or of a registered investment company. Mr. Sun holds a B.S. and M.S. in Engineering from the Massachusetts Institute of Technology and an M.B.A. from Harvard University. We believe Mr. Sun’s qualifications for sitting on our Board include his executive experience, his expertise in the high-technology industry, particularly having served as a member of the Board of Directors of more than a dozen public high-tech companies in the past, and the deep understanding of our company that he has acquired through service on our Board.

Robert J. Willett, 57, has served as a Director and Chief Executive Officer of Cognex since 2011. Mr. Willett joined our company in 2008 as President of the Modular Vision Systems Division and was promoted to President and Chief Operating Officer in 2010. He came to Cognex from Danaher Corporation, where he served as Vice President of Business Development and Innovation for the Product Identification Business Group and as President of Videojet Technologies, a leader in coding and marking products. Prior to that, Mr. Willett served as Chief Executive Officer of Willett International Ltd., a coding and marking company that was sold to Danaher and merged with Videojet. Mr. Willett currently serves as a Director of Clean Harbors, Inc. (CLH), a publicly held company listed on the New York Stock Exchange. Mr. Willett holds a B.A. from Brown University, and an M.B.A. from Yale University. We believe Mr. Willett’s qualifications for sitting on our Board include his experience in the machine vision industry, his executive leadership experience and the knowledge of our company that he has acquired through his management roles.

Serving a term ending in 2027:

Sachin Lawande, 57, has served as a Director since January 1, 2021. Mr. Lawande is the President and Chief Executive Officer of Visteon Corporation (VC), a leading global technology supplier of vehicle cockpit electronic products. Mr. Lawande has held this position since 2015. Previously, he worked for Harman International Industries, Inc. (HAR), which was an independent public company at the time, for 10 years, where he held a range of leadership positions including president of the company’s largest division with nearly $3 billion in annual sales. Since 2015, Mr. Lawande has served as a Director of Visteon Corporation, a publicly held company listed on Nasdaq. He was also on the board of DXC Technology Company (DXC) from 2015 until August 2020. Mr. Lawande holds a B.S. from Bombay University, and a Master’s Degree from Southern Illinois University at Edwardsville, in Electrical and Electronics Engineering. We believe Mr. Lawande’s qualifications for sitting on the Board include his executive leadership experience, including his service as chief executive officer of a large public company, perspective from his service on other public company boards, expertise in the

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automotive, technology and software industries, and international experience, including experience with manufacturing and engineering operations in India.

Marjorie T. Sennett, 64, has served as a Director and the Chair of the Audit Committee since November 3, 2021 and May 3, 2023, respectively. Ms. Sennett currently serves as a member of the Board of Directors, Chair of the Audit Committee, and member of the Compensation Committee of The diaTribe Foundation, a private entity focused on improving the outcomes of people with diabetes. From 2014 to 2018, she was a Director and member of the Audit Committee at QuinStreet, Inc. (QNST), a performance marketing technology company. Named one of “20 Women in Finance You Should Add to Your Company’s Board” by Business Insider, Ms. Sennett previously served as a Managing Director of Farallon Capital Management, LLC where she invested in publicly traded securities for eight years. Before that, she was Chief Financial Officer at eGroups, Inc., where she co-led the sale of the company to then publicly held Yahoo! Inc., and at Amylin Pharmaceuticals, Inc., where she led the company’s initial public offering and multiple follow-on public offerings. Ms. Sennett holds a B.A. from Vanderbilt University and an M.B.A. from Stanford University. We believe Ms. Sennett’s qualifications for sitting on our Board include her public board experience, extensive knowledge of corporate finance and financial reporting, financial leadership for fast-growing companies in the biotechnology and technology sectors, and experience as an institutional investor.

Serving a term ending in 2026:

Angelos Papadimitriou, 58, has served as a Director since February 17, 2023. Mr. Papadimitriou is a senior leader with over thirty years of experience in the Advanced Industrials and Healthcare sectors. Currently, Mr. Papadimitriou is Chairman of Milan-based Masco Group, a leading manufacturing solution provider for the biopharma and life sciences industries, and Executive Chairman of Celli Group, a leading manufacturer of beverage dispensing systems, based in Rimini, Italy. Both Masco and Celli are controlled by private equity firm Ardian. Mr. Papadimitriou is also the Chairman of the Board of Athena Ventures, an investment firm focusing on early-stage ventures. From August 2020 to February 2021, Mr. Papadimitriou was the Co-Chief Executive Officer of Pirelli & C. S.p.A., a public company listed on the Milan Stock Exchange. Mr. Papadimitriou previously led Coesia S.p.A., a group of global industrial and packaging solutions companies as their Chief Executive Officer for ten years. Prior to that, Mr. Papadimitriou spent over fifteen years in the pharmaceutical industry, including as Senior Vice President for Italy and Southeast Europe at GlaxoSmithKline. Mr. Papadimitriou also serves as a board member of several private companies. Mr. Papadimitriou holds an M.B.A. from Harvard Business School and a B.A. in Computer Science and Business Economics from Brown University. We believe Mr. Papadimitriou’s qualifications for sitting on our Board include his executive leadership experience, including his service as chief executive officer of a large public company, perspective from his service on other company boards and expertise in the packaging machinery and industrial automation industries and European and international markets.

Dianne M. Parrotte, M.D., M.P.H., 75, has served as a Director since 2018. Since 1995, Dr. Parrotte has been an independent consultant to corporations, law firms and insurance companies on human resource matters involving employee health and wellness. She was a trustee of the Shillman Foundation from March 2000 through February 2018, and in 2024, was reappointed as a volunteer trustee. From 1989 until 1995, Dr. Parrotte was chief in charge of occupational health at Bath Iron Works (later acquired by General Dynamics). From 1982 to 1988, she was the on-site Medical Director at Polaroid Corporation. Dr. Parrotte served as a Cognex Director from 1981, at the time of the company’s incorporation, to 1982. In addition to numerous certifications and licenses,

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Dr. Parrotte holds an M.P.H. from the Medical College of Wisconsin, an M.D. from the Boston University School of Medicine and a B.A. from Boston University. She is Board Certified in Occupational and Environmental Medicine as well as in Internal Medicine. She is a former Fellow of the American College of Occupational and Environmental Medicine. She also completed the Penn State Executive Program. During the past five years, Dr. Parrotte has not served as a member of the Board of Directors of another publicly held company or of a registered investment company. We believe Dr. Parrotte’s qualifications for sitting on our Board include her experience with a wide range of human resource and organizational matters related to large public companies, as well as her significant knowledge of the history and culture of Cognex.

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DIRECTOR COMPENSATION

The following table sets forth the compensation earned by or awarded to each Director who served on our Board in 2024, other than Mr. Willett. Details of Mr. Willett’s compensation is set forth under the heading “Executive Compensation—Summary Compensation Table.”

Director Compensation Table—2024

Elements of Director Compensation

The Compensation/Stock Option Committee reviews our non-employee Director compensation on a regular basis. The Compensation/Stock Option Committee considers various factors in making a recommendation to the Board, including a competitive assessment of Director compensation with that of our peer group (as described under the heading “Compensation Discussion and Analysis”), market trends, the responsibilities of our

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non-employee Directors, the anticipated time commitment and amount of work, the responsibilities of the various committees of the Board, and our ability to attract and retain high caliber non-employee Directors to serve on the Board. The Compensation/Stock Option Committee also retained an independent compensation consultant, Pay Governance, to help benchmark and set non-employee Director compensation for 2024.

We provide a significant portion of the total compensation of our non-employee Directors in the form of equity compensation to align their long-term interests with those of our shareholders. Each non-employee Director is paid an annual cash retainer for their service on our Board and is eligible for a grant of RSUs. We believe that this compensation model has enabled us to create an attractive and market competitive compensation package for Board candidates while reducing dilution and administrative costs to the company as compared to our prior program of granting only options to Directors.

The following table sets forth the elements of cash compensation in 2024 for our non-employee Directors for their service on our Board and its committees. Mr. Willett, who is an executive officer of Cognex, receives no additional compensation for his service on the Board.

In 2024, each Director (other than Mr. Willett) also received a grant of RSUs in consideration for serving on our Board. RSU grant amounts and vesting schedules are detailed in the “Director Compensation Table—2024” under the heading “Stock Awards.”

Director Stock Ownership Guidelines

In February 2022, the Compensation/Stock Option Committee approved stock ownership guidelines for our Directors based on our belief that stock ownership further aligns the interests of our Directors with those of our shareholders. These guidelines provided that each non-employee Director was expected to accumulate and hold an amount of qualifying shares equal to three times his or her annual cash retainer for service on the Board. In February 2024, the Board increased the requirement so that each non-employee Director was expected to accumulate and hold an amount of qualifying shares equal to five times his or her annual cash retainer for service on the Board. Each employee Director is expected to accumulate and hold an amount of qualifying shares equal to three times his or her annual base salary. For clarity, the “annual cash retainer” excludes any retainer for serving as a member or as a chairman of any Board committee, or for serving as the Chairman of the Board. The ownership requirement may be satisfied through (i) shares of Cognex common stock (whether granted by the company as an equity award or purchased by the Director independently), and/or (ii) RSUs granted by the company to the Director that vest over a specified time period, in each case the value of which is calculated

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based on the closing price of our common stock on the date of determining compliance with the minimum stock ownership guidelines. Directors have five years from the later of the adoption of these guidelines or their election to the Board to achieve the requisite level of ownership under these guidelines. Compliance is measured as of the last day of each fiscal year. As of the Record Date, all of our Directors are making satisfactory progress toward compliance with our stock ownership guidelines.

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COMPENSATION POLICIES AND PROCEDURES

Cognex’s approach to compensation and performance management is to provide a competitive total compensation package with periodic reviews to encourage ongoing high-quality performance. We strive to hire, retain and promote talented individuals based on their achievements, to reward employees based on their overall contribution to the success of our company, and to motivate employees to increase shareholder value.

In addition to salary, total compensation may include overtime pay, commissions, equity-based awards and potential bonuses depending on the employee’s job and level within Cognex. It also includes benefits consistent with our “Work Hard, Play Hard, Move Fast” culture that recognize employee achievement and encourage new levels of success, such as President’s Awards, which reward our top performers, and Perseverance Awards, which reward employee longevity, commitment and loyalty. Other benefits available to employees include company-paid basic group term life insurance, basic accidental death and dismemberment insurance, an employer match of eligible compensation that employees invest in their 401(k) accounts, and tuition reimbursement.

The Compensation/Stock Option Committee oversees the compensation program for Cognex employees. The committee has discussed risk as it relates to our compensation program and does not believe that our compensation program is structured to encourage excessive or inappropriate risk taking for the following reasons:

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COMPENSATION DISCUSSION AND ANALYSIS

This section discusses and analyzes our executive compensation program as it relates to our named executive officers, who, as of December 31, 2024, consisted of the following individuals:

Mr. Todgham left the company on March 15, 2024. Ms. MacDonald served as the company’s principal financial officer and principal accounting officer prior to Mr. Fehr taking over as Chief Financial Officer on May 3, 2024. Ms. MacDonald has continued in her role as Vice President and Corporate Controller and, in such capacity, as principal accounting officer of the company.

Executive Summary

2024 Business Results

In 2024, we made significant progress against our strategic priorities. We infused artificial intelligence (“AI”) into more of our products and tools, transformed and expanded our sales force, and integrated Moritex, our largest acquisition in company history.

Revenue grew 9% year-on-year in 2024, or 1% excluding Moritex. Our logistics and semiconductor businesses grew strongly, while factory automation end markets, such as consumer products and food and beverage, remained soft but stable throughout the year. Automotive weakened during the year, with a significant decline in the electric vehicle battery business.

Gross margin of 68.4% declined approximately 3 percentage points year-on-year due to the addition of Moritex, unfavorable revenue mix, and, to a lesser extent, pricing.

Operating expenses increased 9% year-on-year primarily due to the addition of Moritex and investment in our sales transformation and expansion. This was partially offset by tight cost management. Even with our investment in our sales force, 2024 ending headcount was down 3% year-on-year.

Operating margin decreased to 13% of revenue in 2024 compared to 16% of revenue in 2023 driven by lower gross margin and higher operating expenses.

We remained focused on strict cost and working capital management, while continuing to invest in our long-term growth prospects. This led to an acceleration in operating cash flow throughout the year, allowing us to return $119 million to shareholders through dividends and share repurchases.

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We saw that our continued investment in AI technology made our products more accessible to an increasing number of customers and applications. We believe that our technology and market knowledge position us well as we enter 2025.

Compensation Philosophy

Cognex maintains a pay-for-performance compensation philosophy that favors variable compensation contingent on individual, company and stock performance over fixed compensation like base salary. The three tenets of our compensation philosophy are:

The primary components to executive compensation at Cognex are: (i) base salary; (ii) annual cash bonus; and (iii) equity awards.

The Compensation/Stock Option Committee, which consists entirely of independent Directors, reviews and approves the compensation for our executive officers and drives our compensation philosophy. The committee views cash salary and bonuses as short-term compensation to provide competitive levels of base compensation and to reward our executive officers for meeting annual performance objectives. It views equity awards as an incentive to create shareholder value and improve corporate performance over the long term. The Compensation/Stock Option Committee believes that our equity award program is instrumental to our ability to recruit, retain and motivate our high caliber executives.

With help from its independent compensation consultant, Pay Governance, LLC, the Compensation/Stock Option Committee has identified a compensation peer group with whom we compete for top executive talent. Given the company’s pay-for-performance philosophy, we strive to balance the components of executive compensation as follows:

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The above approach results in a compensation program that incentivizes long-term shareholder value creation. Approximately 77.7% of Mr. Willett’s compensation is based on long-term value creation. For the other named executive officers, approximately 76.0% of their aggregate compensation is based upon long-term value creation.

Compensation Program Changes

The Compensation/Stock Option Committee continues to enhance our compensation programs to help ensure that our performance-based compensation philosophy and long-term perspective endures as our company grows. For example, in 2022, the Compensation/Stock Option Committee introduced a performance-based equity award for Mr. Willett based on relative total shareholder return, and it also adopted stock ownership guidelines for executive officers. In response to shareholder feedback, the Compensation/Stock Option Committee has made the following changes for 2025:

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Stock Options

While most of the equity awards granted to executives are deemed to be “time-based,” meaning the awards vest on certain dates rather than on the achievement of certain performance milestones, Cognex continues to grant a substantial amount of stock options as a component of its equity awards as it believes stock options should not be considered strictly “time-based.” Upon vesting, these stock options have zero value to the executive unless value has been created for shareholders following the grant date (by virtue of stock price appreciation). Cognex continues to believe that executives who hold a significant number of stock options are highly motivated to build shareholder value and improve corporate performance over the long term. The number of options held by our named executive officers is set forth under the heading “Outstanding Equity Awards at Fiscal Year-End—2024.”

Although the Compensation/Stock Option Committee is working to strengthen the company’s compensation program, we believe that the foundation of the company’s program is strong and has proven effective over Cognex’s long history. When Cognex wins, everyone wins.

Say-on-Pay Feedback from Shareholders

At our 2024 Annual Meeting of Shareholders, approximately 65% of the votes cast on the say-on-pay proposal were in favor of the approval of the compensation of our named executive officers, with approximately 35% of the votes cast against such proposal. Although a majority of shareholders continue to endorse the compensation philosophy of the company, the company conducted outreach to shareholders representing approximately 65% of the outstanding shares of the company as of December 31, 2024, many of which provided feedback to the company on its compensation practices. The breadth and frequency of engagement varies by shareholder and can be as much as monthly meetings, or as little as informal email exchanges with investor relations professionals. Institutional investors represent the majority of the company’s outreach. Specific feedback included a desire for additional disclosures explaining the company’s annual bonus calculation and more performance-based equity awards. Following this feedback, the Compensation/Stock Option Committee made changes to the company’s 2025 compensation program as set forth in the executive summary above.

Based on the voting results at our 2023 Annual Meeting, and consistent with the recommendation of the Board, we will continue to conduct an advisory vote on the compensation of our named executive officers on an annual basis until the next advisory vote on the frequency of the say-on-pay vote, which we expect to occur at our 2029 Annual Meeting of Shareholders.

Compensation Program Highlights

Our executive compensation program is designed to be largely performance-based. In its deliberations of compensation for our executive officers, the Compensation/Stock Option Committee considers the following:

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The Compensation/Stock Option Committee uses Competitive Analysis to assess our executives’ compensation against the compensation paid to executives in similar positions in our compensation peer group to help ensure that the compensation we pay is competitive and fair to our executives and to our shareholders. To supplement market benchmarking information sourced from the public filings of the peer group summarized below, our Compensation/Stock Option Committee also reviews competitive compensation data representative of our peer group and other similarly situated high-tech companies provided within Radford’s Global Technology survey suite. We generally target overall compensation opportunities for our executives just above the median of the market as an initial benchmark, as described under “Compensation Philosophy” above. While we use Competitive Analysis as a starting point, we also consider the qualitative, unique dimensions of an executive’s role and tenure when setting our executives’ compensation as we do not believe an external benchmark should be the only determinant of compensation.

Total compensation for our named executive officers also includes other benefits that are available to Cognex employees generally. These include Perseverance Awards (which reward employee longevity, commitment and loyalty), company-paid basic group term life insurance and basic accidental death and dismemberment insurance, an employer match of eligible compensation that employees invest in their 401(k) accounts, and tuition reimbursement. In connection with his hire, Mr. Fehr also received commuting assistance for a limited period of time as well as certain relocation benefits.

Determinations with respect to compensation for a fiscal year are generally made in the first quarter following our Board’s approval of Cognex’s annual budget for that year, which typically occurs at the end of the previous year.

Compensation Consultant

The Compensation/Stock Option Committee engaged Pay Governance as its independent consultant to assist it in evaluating our executive compensation programs and practices. Pay Governance is a specialist in compensation practices and provides an additional objective perspective as to the reasonableness of our executive compensation programs and practices, and their effectiveness in supporting our business and compensation objectives. During 2024, Pay Governance performed the following tasks for the committee:

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Annually, the Compensation/Stock Option Committee evaluates Pay Governance’s independence by considering the following six factors: (i) the provision of other services to the company by Pay Governance; (ii) the amount of fees received by Pay Governance from the company as a percentage of Pay Governance’s total revenue; (iii) Pay Governance’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the Pay Governance consultant with members of the Compensation/Stock Option Committee; (v) any company stock owned by the Pay Governance consultant managing the relationship with the company; and (vi) any business or personal relationship of the Pay Governance consultant or Pay Governance, as applicable, with any executive officer of the company. After considering these factors, the Compensation/Stock Option Committee determined that Pay Governance was independent and that its work with the committee for 2024 has not raised any conflicts of interest.

Competitive Analysis

The compensation peer group used for the Competitive Analysis consists of 14 publicly traded U.S. companies, most of which are in the software and services or technology hardware and equipment industries, that have revenues and market capitalizations in a range we believe is appropriate. The Compensation/Stock Option Committee believes this group represents the competition for executive talent in our industry. The Compensation/Stock Option Committee plans to review the peer group annually to ensure that the companies in the peer group remain relevant and provide meaningful compensation comparisons.

2024 Peer Group

Base Salary

In determining the base salaries paid to our named executive officers for fiscal year 2024, the Compensation/Stock Option Committee considered, in particular, levels of responsibility, salary increases awarded in the past, Competitive Analysis, and the executive’s experience and potential. The base salary approved for each of our named executive officers for fiscal year 2024 was determined based on the following criteria:

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Following its investigation and consideration of the above criteria, the Compensation/Stock Option Committee made the following adjustments to base salary for 2024:

Annual Company Bonuses

The Compensation/Stock Option Committee views annual company bonuses as a way to reward employees for meeting individual and company performance objectives. The annual bonus program is designed to be variable. Cognex employees, including our named executive officers but excluding employees on a sales commission plan, are eligible to participate in this performance-based annual bonus program. The Compensation/Stock Option Committee approves the annual bonus program following our Board’s approval of Cognex’s annual budget.

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There are three components to the annual company bonus program:

The calculation is as follows:

Target Bonus Amount x Achievement of Adjusted EBITDA Percentage x Individual Goal Achievement =

Cash Bonus

Target Amounts

The Compensation/Stock Option Committee approves the target bonus amounts for each employee at the vice president level and above, including each named executive officer. For most executives, the target bonus amount (as a percentage of base salary) falls within 10% of the median of our compensation peer group.

The following table sets forth the target bonus amounts for each of our named executive officers:

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Company-Wide Financial Target

The financial target for 2024 was calculated in the same way as the company’s adjusted EBITDA percentage to provide consistency between our internal and external metrics. In prior years, we used the company’s operating margin as determined in accordance with generally accepted accounting principles (“GAAP”). The Compensation/Stock Option Committee determined that adjusted EBITDA percentage is an appropriate metric for our bonus program because the committee believes that employee performance is integral to achieving desired levels of company profitability. Adjusted EBITDA percentage is calculated by dividing adjusted EBITDA (which is a non-GAAP financial measure calculated as GAAP operating income adjusted for amortization of acquisition-related intangible assets and depreciation, as well as, if applicable, restructuring charges, reorganization charges, acquisition and integration costs and one-time discrete events, such as loss or recovery related to a fire), by revenue.

In the first quarter of 2024, the Compensation/Stock Option Committee, following the approval of the 2024 budget, set the target adjusted EBITDA percentage at 19.6%. The minimum adjusted EBITDA percentage was set at 65% of the target, or 12.7%. If Cognex’s actual adjusted EBITDA percentage falls below the minimum, no bonus is achieved for our executive officers. If the adjusted EBITDA percentage falls between the minimum and the target (e.g., between 12.7% and 19.6%), the maximum eligible bonus is calculated on a straight-line basis between 0% and 100%.

“Pmax”

If the adjusted EBITDA percentage is above the target (e.g., above 19.6% in 2024), executives are eligible to receive more than 100% of their target bonus based on employment level and up to a maximum percentage of such executives’ target bonus as approved by the Compensation/Stock Option Committee (“Pmax”). The Compensation/Stock Option Committee typically sets Pmax percentages at the beginning of each year following the approval of the annual budget. This additional bonus amount is funded by a portion of the incremental adjusted EBITDA above Cognex’s adjusted EBITDA target at an accelerated rate of funding as approved by the Compensation/Stock Option Committee. In other words, for each dollar above the adjusted EBITDA target, a portion goes to fund the additional bonus. Once the Pmax percentages are reached by employment level, the bonus is achieved at its maximum level and funding stops.

Individual Goals

The final component of Cognex’s annual bonus program is individual achievement. In the first quarter of each year, executives, with the CEO, set individual goals. Goals are specific to each individual and function, but often relate to and support Cognex’s company-wide strategic priorities. For named executive officers, 80% of individual goals are objective and only 20% are subjective. Examples of objective individual goals (80%) include revenue targets derived from new product introduction, on-time product releases and new technology development milestones. Individual goals are not disclosed publicly for competitive reasons. Examples of

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subjective goals (20%) include professional development milestones and contributions to Cognex culture. Our CEO assesses the subjective goals of our executive officers following each fiscal year. The subjective goals of our CEO are assessed annually by our Chairman of the Board, Anthony Sun, and reviewed and approved by the Compensation/Stock Option Committee.

2024 Corporate Achievement

For 2024, the actual adjusted EBITDA percentage was 17.1%, which was below our target of 19.6%. Therefore, no employee, including named executive officers, could earn more than 64% of their target bonus amount (i.e., (17.1% - 12.7%) / (19.6% - 12.7%) = 64%). The components for calculating bonus achievement for our named executive officers in 2024 were as follows:

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The 2024 annual bonuses for our named executive officers are also listed under the heading “Executive Compensation—Summary Compensation Table” and were paid in the first quarter of 2025. For executives to be eligible to receive their annual bonus, they must be employed on the date the bonus is actually paid. The Compensation/Stock Option Committee believes that the payment of an annual company bonus based upon the achievement of company and individual performance goals is an appropriate way to reward our named executive officers for meeting performance objectives while also achieving desired levels of company profitability.

Equity-Based Awards

Cognex’s equity award program is intended to reward a significant portion of our eligible employees, which includes our named executive officers, for their efforts in building shareholder value and improving corporate performance over the long term. The Compensation/Stock Option Committee believes that granting stock options, restricted stock units (RSUs) and performance restricted stock units (PRSUs) is instrumental to our ability to recruit, retain and motivate our high caliber employees.

The Compensation/Stock Option Committee approves the equity awards granted to our named executive officers on an individual basis. Except for our former CFO, Mr. Todgham, who left the company in March 2024, and our current CFO, Mr. Fehr, who became CFO in May 2024, each of our named executive officers participated in our annual equity award program, which was completed in the first quarter of 2024. Grant amounts are determined based on, among other factors, Competitive Analysis, levels of responsibility and the desire to retain our most valuable employees. Vesting schedules and expiration dates relating to equity-based awards for our executives were consistent with the majority of grants made to our other employees.

Share Dilution

Each year, Cognex determines the equity-based awards to be granted to current employees by considering, among other factors, the impact of the awards on shareholder dilution. We have always been, and will continue to be, sensitive to shareholders’ concerns about the dilutive impact of new equity-based grants. In 2024, our equity-based awards consisted of only about 1.48% of our average outstanding shares. We have also reduced share dilution by repurchasing Cognex stock on the open market. As a result, the number of outstanding shares has decreased by about 2.85% from 2021 to 2024. We intend to continue to actively manage our use of shares each year.

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Equity Grant Practices

Annual grants of equity awards to our named executive officers are approved by the Compensation/Stock Option Committee at a pre-scheduled meeting in the first quarter of the fiscal year, and new-hire, promotional or special recognition equity grants are generally made on a quarterly basis. Our general policy is to grant equity-based awards on certain fixed dates. If any such date falls within a designated quiet period, then the grants will instead be made on the first Monday following the completion of the quiet period. If Nasdaq is closed on the appropriate Monday as described above, then the grants will instead be made on the next day that Nasdaq is open for trading. The Compensation/Stock Option Committee retains the discretion to grant equity-based awards at such other times as it may otherwise deem appropriate. The exercise price for all stock options granted equals the closing price of our common stock on Nasdaq on the date of grant.

During fiscal 2024, no executive officer received a grant of stock options during the period beginning four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information.

Stock Options and Restricted Stock Units

In 2024, each of our named executive officers, excluding Mr. Willett, Mr. Todgham and Mr. Fehr, was eligible to receive an annual grant of (i) stock options that generally vest over a period of five years of continuous employment (20% per year), and (ii) RSUs that vest over a period of three years of continuous employment (20% in year one, 30% in year two, and 50% in year three). These executives received equity awards in terms of total economic value (based on grant date fair value) whereby 1/3rd of the economic value was represented by RSUs and 2/3rds of the economic value was represented by stock options. For example, if an executive received an annual equity award worth $1,500,000 on the grant date, such award would consist of stock options valued at $1,000,000 and RSUs valued at $500,000. Mr. Willett received a similar equity award except that instead of RSUs, Mr. Willett received PRSUs as described below. Mr. Todgham did not participate in the annual equity grant process given that Mr. Todgham left the company on March 15, 2024. In connection with the commencement of his employment, Mr. Fehr received an initial grant of (i) options that vest in two equal installments on the fourth and fifth anniversaries of the date of grant and (ii) RSUs that vest over a period of three years of continuous employment following the date of grant (20% in year one; 30% in year two; and 50% vesting in year three so long as Mr. Fehr has relocated to Massachusetts by October 31, 2026).

Cognex continues to grant a substantial amount of stock options in relation to its peers. The Compensation/Stock Option Committee continues to favor stock options because, upon vesting, stock options have zero value to the executive unless value has been created for shareholders following the grant date (by virtue of stock price appreciation). Cognex continues to believe that executives who hold a significant number of stock options are highly motivated to build shareholder value and improve corporate performance over the long term. We believe that this equity compensation model has allowed us to recruit, retain and motivate our senior employees.

Performance Restricted Stock Units (“PRSUs”)

In 2022, the Compensation/Stock Option Committee introduced PRSUs for Mr. Willett and has continued awarding Mr. Willett PRSUs in each year since 2022. One third of Mr. Willett’s 2024 annual equity grant (based on grant date fair value) was in the form of PRSUs. The vesting of Mr. Willett’s PRSUs is based on the

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percentile rank of the company’s total shareholder return (“TSR”) against the TSR of the companies within the S&P Composite 1500 Electronic Equipment, Instruments & Components index (or a comparable index if such index is materially changed or discontinued) (“PRSU Index TSR”) over a three-year measurement period. The number of PRSUs earned is calculated by multiplying (i) the Performance Multiplier for the measurement period based on the company’s TSR percentile, as set forth in the table below, by (ii) the target PRSU shares.

If the company’s TSR ranks between a designated performance percentile, the performance multiplier will be determined using linear interpolation. If the company’s TSR is a negative percentage, regardless of the percentile achieved, the performance multiplier will be capped at 100%. The vesting of the PRSUs in all cases is subject to Mr. Willett’s continued service with the company. In January 2025, the Compensation/Stock Option Committee determined that zero PRSUs from Mr. Willett’s 2022 PRSU grant would vest due to the company’s TSR percentile being below the 25^th percentile of the PRSU Index TSR at the conclusion of the measurement period. We believe that PRSUs further align the interests of Mr. Willett with building shareholder value and improving corporate performance over the long term.

In 2025, the Compensation/Stock Option Committee also decided to expand PRSUs to executive officers beyond just Mr. Willett. In February 2025, the committee granted PRSUs to executive officers based on certain financial targets over a three-year measurement period in connection with their annual equity grants.

Change of Control Arrangements

Change of control transactions typically represent events where our shareholders are realizing the value of their equity interests in the company. We believe it is appropriate for our named executive officers to share in this realization of shareholder value. Mr. Willett’s February 2023 PRSU and 2024 PRSU agreements provide that the PRSUs will vest immediately upon a “change of control” of Cognex (which is defined as a corporate transaction in which the holders of Cognex common stock before the transaction control less than 51% of the stock of Cognex or any successor corporation after the transaction), with such number of vested PRSUs to be calculated based on the applicable performance multiplier determined by the percentile rank of the company’s TSR against the PRSU Index TSR over a measurement period concluding on the date immediately prior to such change of control. In providing for the immediate vesting of these PRSU awards, the Compensation/Stock Option Committee noted that, given Mr. Willett’s role with Cognex, it was unlikely that Mr. Willett’s employment with Cognex would continue following a change of control transaction.

As of December 31, 2024, all stock option and (time-based) RSU agreements entered into by Mr. Willett and Mr. Fehr, as well as the October 2020, February 2022, February 2023 and February 2024 option and RSU agreements entered into by Ms. DiPalma and Mr. Gerst, the August 2022 option agreement and the February 2023 and February 2024 option and RSU agreements entered into by Mr. Kuechen, and the March 2024 RSU agreement entered into by Ms. MacDonald are subject to immediate vesting if there is both a “change of control” of Cognex and the respective executive officer’s employment is involuntarily terminated within twelve months following such transaction.

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Policy Relating to the Recovery of Erroneously Awarded Compensation

In August 2023, the Board adopted a Compensation Recovery Policy (the “Clawback Policy”) as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as implemented by Nasdaq listing standards and the SEC’s rules and regulations. The Clawback Policy requires the company to recover incentive-based compensation received by an executive officer in the event we are required to prepare a restatement of previously issued company financial statements due to our material noncompliance with any financial reporting requirement under the securities laws, including any required restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”). The Clawback Policy covers cash or equity-based compensation that is granted, earned or vested based, in whole or in part, upon the attainment of a company financial reporting measure (including stock price or total stockholder return). Recovery under the Clawback Policy applies to incentive compensation subject to the policy that is received (i) on or after October 2, 2023, (ii) by a person after such individual became an executive officer and (iii) during the three completed fiscal years immediately preceding the date on which the company is required to prepare an Accounting Restatement. In addition, recoupment is only required where the executive officer would have received a lower payment based upon the restated financial results.

Executive Stock Ownership Guidelines

In February 2022, the Compensation/Stock Option Committee approved stock ownership guidelines for our executive officers based on our belief that stock ownership further aligns the interests of our executive officers with those of our shareholders. These guidelines provide that each executive officer is expected to accumulate and hold an amount of qualifying shares equal to (i) three times base salary for our CEO and (ii) two times base salary for all other executive officers. The ownership requirement may be satisfied through (i) shares of Cognex common stock (whether granted by the company as an equity award or purchased by the executive officer independently), and/or (ii) RSUs granted by the company to the executive officer that vest over a specified time period, in each case the value of which is calculated based on the closing price of our common stock on the date of determining compliance with the minimum stock ownership guidelines. Executive officers have five years from the later of the adoption of the policy or their hire or promotion (as applicable) to achieve the requisite level of ownership under these guidelines. Compliance is measured as of the last day of each fiscal year. As of the Record Date, the Board believes that all of our executive officers are making satisfactory progress toward compliance with our stock ownership guidelines on or before their applicable deadline.

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COMPENSATION/STOCK OPTION COMMITTEE REPORT

The Compensation/Stock Option Committee administers the compensation program for Cognex’s executive officers. The Compensation/Stock Option Committee is composed of Directors who qualify as “independent” under the applicable listing standards of Nasdaq.

The Compensation/Stock Option Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management. Based on that review and discussion, the Compensation/Stock Option Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

The foregoing report has been approved by all members of the Compensation/Stock Option Committee.

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EXECUTIVE OFFICERS

Our executive officers as of the date of this proxy statement include Robert J. Willett, Matthew Moschner, Dennis S. Fehr, Carl W. Gerst III, Sheila M. DiPalma and Joerg Kuechen. Biographical information regarding Mr. Willett is provided in Proposal 1: Election of Directors under the heading “Information Regarding Directors.” Paul D. Todgham, Cognex’s former Chief Financial Officer, left the company on March 15, 2024. Ms. MacDonald served as the company’s principal financial officer and principal accounting officer prior to Mr. Fehr taking over as Chief Financial Officer on May 3, 2024. Ms. MacDonald has continued in her role as Vice President and Corporate Controller and, in such capacity, as principal accounting officer of the company.

Mr. Moschner, 38, was appointed Cognex’s President and Chief Operating Officer, effective February 20, 2025. Mr. Moschner oversees global engineering, products, sales and operations. Mr. Moschner joined Cognex in 2017 and has held key roles across product and engineering teams. In 2022, he was promoted to Vice President of ID Products & Platform Engineering to help grow the company’s barcode reading portfolio, and to lead the company’s strategic technology and product planning process. In 2023, Mr. Moschner managed the successful integration of Moritex, which was the largest acquisition in the company’s history, and in 2024, he took on additional responsibilities in Logistics sales and operations as a Senior Vice President. Prior to joining Cognex, Mr. Moschner worked within the industrial technology practice of the Boston Consulting Group (BCG), gaining experience in strategic growth and operational efficiency. Between 2008 and 2011, Mr. Moschner also worked in a variety of business functions for Boeing’s commercial airplane group. Mr. Moschner holds a Bachelor of Science in Electrical Engineering & Economics from Duke University and a Master of Business Administration from Northwestern University’s Kellogg School of Management.

Mr. Fehr, 44, was appointed Cognex’s Senior Vice President of Finance and Chief Financial Officer, effective May 3, 2024. Mr. Fehr leads the company’s global finance organization including accounting and controllership, financial planning and analysis, tax, investor relations, internal audit and treasury, as well as the company’s global information technology organization. Most recently, Mr. Fehr was the Chief Financial Officer of 6K Inc., a manufacturing technology company focused on strategic materials in the battery supply chain and for additive materials. From 2018 to 2022, Mr. Fehr was the Chief Financial Officer of Fluence Energy, Inc. (NASDAQ: FLNC), which was founded as a joint venture between Siemens AG and The AES Corporation. Mr. Fehr helped lead the initial public offering of Fluence Energy in 2021. Prior to Fluence Energy, Mr. Fehr was Vice President of Finance at Siemens from November 2014 to December 2017. From 2003 to 2014, Mr. Fehr held various finance-related positions across the German, Indonesian and Chinese entities of Siemens. Since 2019, Mr. Fehr has also served as a member of the Board of Directors of the German International School Society of Washington, D.C. Mr. Fehr obtained his bachelor’s degree in Business Administration from Cooperative State University Villingen-Schwenningen.

Ms. DiPalma, 58, joined Cognex in 1992 as Senior Reporting Accountant. She served for more than 20 years in a series of roles with increasing responsibility in the Finance Department, including six years as Cognex’s Treasurer, before transitioning to Employee Services in 2016. Ms. DiPalma was promoted to Senior Vice President of Employee Services and became a named executive officer in 2017. Ms. DiPalma was promoted to Executive Vice President of Employee Services in October 2020. In addition, since 2021, Ms. DiPalma has served as Cognex’s Chief Culture Officer. Prior to joining Cognex, Ms. DiPalma was a member of the audit firm PricewaterhouseCoopers. She holds a Bachelor of Science degree in Accounting from Boston College, a Master of Science degree in Taxation from Bentley College, and is a Certified Public Accountant.

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Mr. Gerst, 57, joined Cognex in 1999 and worked in a number of product-focused roles before being promoted to Senior Vice President of the ID Products Business Unit in 2014. Following 2014, Mr. Gerst’s leadership role continued into Vision Products and Global Marketing Communications. He was promoted to Executive Vice President of Vision and ID Products in October 2020. Prior to joining Cognex, Mr. Gerst worked as a hardware engineer, sales engineer and product marketing manager for Hand Held Products, which is now part of Honeywell’s Safety and Productivity Solutions. Mr. Gerst holds a Bachelor of Science in Electrical Engineering from Clarkson University and a Master of Business Administration from the Simon Business School at the University of Rochester.

Mr. Kuechen, 54, joined Cognex in 2003 through the acquisition of Gavitec AG, which Mr. Kuechen founded. At Cognex, Mr. Kuechen has led the acquisition and integration of several technology businesses, while also leading Cognex’s Advanced Vision Technology team. In June 2022, Mr. Kuechen was appointed Chief Technology Officer and currently oversees the company’s patent review board. Mr. Kuechen holds a Master of Business Administration from the University of Chicago Booth School of Business and a Bachelor of Science in Communications Engineering from RWTH Aachen University.

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EXECUTIVE COMPENSATION

Summary Compensation Table—2024

The following table sets forth the total compensation awarded to, earned by or paid to our named executive officers in fiscal year 2024, as well as fiscal years 2023 and 2022, to the extent applicable.

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Grants of Plan-Based Awards Table—2024

The following table sets forth information regarding non-equity incentive plans and equity award grants to our named executive officers in fiscal year 2024.

Discussion of Summary Compensation and Grants of Plan-Based Awards Tables

Compensation to our named executive officers consists primarily of salary, bonus and equity-based awards as well as other benefits which are also available to Cognex employees generally. These benefits include

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company-paid basic group term life insurance, basic accidental death and dismemberment insurance, an employer match of eligible compensation that employees invest in their 401(k) accounts, tuition reimbursement, and benefits consistent with our “Work Hard, Play Hard, Move Fast” culture such as Perseverance Awards, which reward employee longevity, commitment, and loyalty. Cognex’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and Grants of Plan-Based Awards Table was paid or awarded, are described under the heading “Compensation Discussion and Analysis.”

Option Exercises and Stock Vested Table—2024

The following table sets forth the amounts realized in fiscal year 2024 by our named executive officers as a result of option exercises or vesting of RSUs.

Outstanding Equity Awards at Fiscal Year-End—2024

The following table sets forth the number of RSUs and options to purchase shares of our common stock held by our named executive officers on December 31, 2024.

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