SEC Form DEF 14A filed by Cognex Corporation

COGNEX CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on April 29, 2026

To our Shareholders:

The 2026 Annual Meeting of Shareholders of COGNEX CORPORATION will be held at 9:00 a.m. local time on Wednesday, April 29, 2026, 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 27, 2026 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 13, 2026

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 or [email protected] 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 2026 Annual Meeting of Shareholders (the “meeting” or “this meeting”) to be held at 9:00 a.m. local time on Wednesday, April 29, 2026, 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 13, 2026.

Voting Rights and Quorum

Shareholders of record at the close of business on February 27, 2026 (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 167,013,856 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 83,506,929 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, 2, and 4 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 3 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 3.

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 29, 2026. 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—Investors—Financials—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, 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, or has the right to acquire such power within 60 days.

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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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CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics that applies to our Board and our employees, including our named executive officers. Predating this code are our company’s ten corporate values, which include “integrity” and are the basis for ensuring that we maintain the highest ethical standards in all that we do. Copies of our company’s Code of Business Conduct and Ethics are available on our website at www.cognex.com under “Company—Investors—Governance—Governance Documents” and our ten core values are available under “Company—Investors—Governance—ESG Overview.” We intend to disclose on our website any amendment to, or waiver of, any provision of this code applicable to our Directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or The NASDAQ Stock Market LLC (“Nasdaq”).

Director Independence

Our Board has determined that the Director nominees and other incumbent Directors are “independent” as such term is defined in the applicable listing standards of Nasdaq, with the exception of Matthew Moschner, who is an executive officer of Cognex. In making this determination, the Board considered that Dr. Lee is the President and Chief Executive Officer of MKS, Inc., Mr. Lawande is President and Chief Executive Officer of Visteon Corporation, and Mr. Papadimitriou is the Executive Chairman of Celli S.p.A., each of which is a company with which Cognex has done business, all through arm’s length, ordinary course transactions, in amounts immaterial to the companies and in which Dr. Lee, Mr. Lawande and Mr. Papadimitriou, as applicable, have no material interest.

Board Leadership Structure

The positions of Chief Executive Officer and Chairman of the Board were separated in March 2011. Anthony Sun was appointed Chairman of the Board in May 2021. Mr. Sun provides an independent voice on the Board in addition to his deep knowledge of Cognex acquired through his tenure on our Board. Mr. Sun continues to lead executive sessions of the independent Directors, which occur regularly. Our Board believes that this leadership structure (specifically, maintaining the separation of the CEO and Chairman roles), promotes the proper balance of leadership and direction for the Board and management that assists the Board in the administration of its risk oversight responsibilities.

The Board’s Role in Risk Oversight

Board of Directors

The role of our Board in our company’s risk oversight process includes receiving regular reports from management on areas of material risk to our company, including operational, financial, technology, legal,

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regulatory, strategic and reputational risks, and reviewing the outputs of our company’s Enterprise Risk Management (“ERM”) program. The ERM program is overseen by the Global Internal Audit team, which facilitates structured workshops in coordination with Cognex senior management. These workshops enable the executive team to validate, risk-rank, and prioritize risks identified from internal and external sources that impact the organization. The Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate “risk owner” within our company so that the Board (or appropriate committee) can understand our risk identification, risk management and risk mitigation strategies. When a committee receives the report, the Chair of the relevant committee reports on the discussion to the full Board. This process enables the Board and its committees to coordinate the risk oversight role. Our Board also administers its risk oversight function through the required approval by the Board (or a committee of the Board) of significant transactions and other material decisions, and receipt of regular periodic reports from our company’s independent registered public accounting firm and other outside consultants regarding various areas of potential risk, including, among others, those relating to our cybersecurity, internal controls and financial reporting.

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Compensation Committee

In accordance with its written charter, the Compensation Committee:

Since 2020, the Compensation Committee has engaged the independent compensation consulting services of Pay Governance LLC (“Pay Governance”). Pay Governance reports directly to the Compensation Committee and assists it in evaluating and designing our executive and Director compensation programs and policies. During 2025, Pay Governance reviewed and provided market information and analysis regarding the competitiveness of our executive and Director compensation program design and our award values in relationship to our performance and peer group. Additionally, Pay Governance provided market data and regulatory updates as well as governance best practices. Pay Governance attends committee meetings, as requested, and communicates with the chair of the Compensation Committee and our Executive Vice President of Employee Services between meetings; however, the Compensation Committee makes all of our executive compensation decisions. Pay Governance is retained only by the Compensation Committee and does not provide any other consulting services to the company. Additional information about the Compensation Committee’s role in setting executive compensation and the services Pay Governance performed for the Compensation Committee in 2025 is described in our “Compensation Discussion and Analysis” section below.

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The Compensation Committee regularly reviews the services provided by Pay Governance and believes that Pay Governance is independent in providing compensation consulting services. The Compensation Committee conducted a specific review of its relationship with Pay Governance in 2025, and determined that Pay Governance’s work for the committee did not raise any conflicts of interest, consistent with the regulations adopted by the SEC and Nasdaq. In addition, Pay Governance delivered a letter to the Compensation Committee certifying to its independence in accordance with the independence standards of the SEC and Nasdaq.

Our Chief Executive Officer, other Cognex executives, and the Cognex Employee Services Department also support the Compensation Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding Cognex’s compensation programs. In addition, our Chief Executive Officer makes recommendations to the Compensation Committee on an annual basis regarding salary increases, potential bonuses, and equity-based awards for each of our other executive officers. Our Chief Executive Officer is not present during voting or deliberations concerning his compensation. Our Chief Executive Officer has also been delegated the authority to approve stock options, restricted stock unit awards and other equity-based awards to non-executive employees of Cognex not to exceed 80,000 shares to any one individual in the aggregate per calendar year.

The Compensation Committee has sole authority under its charter to retain, approve fees for, determine the scope of the assignment of, and terminate advisors and consultants as it deems necessary to assist in the fulfillment of its responsibilities. The Compensation Committee utilizes independent third-party benchmarking surveys acquired by Cognex and, as described above, may retain compensation consultants from time to time.

Committee meetings are regularly attended by our Executive Vice President of Employee Services, Sheila DiPalma, except when her compensation is being discussed, and may also include other executives at the invitation of the Compensation Committee. The Compensation Committee also meets in executive session as appropriate. The Compensation Committee met five times in 2025.

The full Board determines the compensation of our Directors, after considering any recommendations of the Compensation Committee.

Further information regarding the processes and procedures of the Compensation Committee for establishing and overseeing our executive compensation programs is provided under the heading “Compensation Discussion and Analysis.”

Audit Committee

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

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For 2025, 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 at least an annual basis. The Audit Committee held five meetings during 2025.

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 2025.

In February 2026, the Board met and, upon the recommendation of the Nominating, Governance, and Sustainability Committee, recommended the Director nominees for election at the meeting. Matthew Moschner, Angelos Papadimitriou, and Christopher Donato have been nominated for election to the Board.

Compensation Committee Interlocks and Insider Participation

During 2025, Dr. Lee, Dr. Parrotte, and Mr. Sun served on the Compensation Committee. No member of the Compensation 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 2025 other than his or her service as a Director.

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Certain Relationships and Related Party 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 2025, 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.

Director Skills Matrix

The following director skills matrix summarizes the breadth of experience, expertise, and perspectives represented on the Cognex Board of Directors. The matrix highlights key competencies that the Board considers important to effective oversight of Cognex’s strategy, operations, and governance. The matrix is intended to illustrate how the directors’ collective skills and backgrounds support the Board’s ability to oversee management, guide long-term strategy, and represent the interests of shareholders, rather than to suggest that any individual director does not possess aspects of all of the listed qualifications.

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 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.

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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 recognized by 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.

In addition, in early 2026, Dr. Atiya and Mr. Donato were added to our Board following an extensive search led by the Board’s Nominating, Governance, and Sustainability Committee and supported by a nationally recognized advisory firm. In conjunction with the appointments of Dr. Atiya and Mr. Donato, Robert Willett and Dianne Parrotte retired from the Board. With these additions, the Board has appointed six independent directors since 2021, reflecting the Board’s commitment to ensuring it has the right skills and experiences to lead Cognex into its next phase of growth.

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.

Shareholders who wish to submit Director candidates for consideration as nominees for election at our 2027 Annual Meeting of Shareholders should send such recommendations to the Secretary of Cognex Corporation at our executive offices on or before November 13, 2026. 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 eight Directors and is divided into three classes, with one class being elected each year for a term of three years. We are proposing that Matthew Moschner, Angelos Papadimitriou, and Christopher Donato be elected to serve terms expiring at the 2029 Annual Meeting of Shareholders and in each case until a successor is duly elected and qualified or until his 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 MATTHEW MOSCHNER, ANGELOS PAPADIMITRIOU, AND CHRISTOPHER DONATO.

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. The Board’s specific reasoning for why each Director is qualified to serve on the Board is detailed under the heading “Experience and Qualification Highlights” in each bio below.

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, to the extent applicable, a commitment of service to Cognex and 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.

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Nominated for a term ending in 2029

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Serving a term ending in 2028

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Serving a term ending in 2027

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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 2025, other than Mr. Moschner and Mr. Willett. Details of Mr. Moschner’s and Mr. Willett’s compensation are set forth under the heading “Executive Compensation—Summary Compensation Table.”

Director Compensation Table—2025

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Elements of Director Compensation

The Compensation Committee reviews our non-employee Director compensation on a regular basis. The Compensation 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 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 Committee also retained an independent compensation consultant, Pay Governance, to help benchmark and set non-employee Director compensation for 2025.

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 2025 for our non-employee Directors for their service on our Board and its committees. There were no changes in the compensation program for our non-employee Directors from 2024 to 2025. Mr. Moschner, a current executive officer of Cognex, and Mr. Willett, a former executive officer of Cognex, receive no additional compensation for their service on the Board.

In 2025, each Director (other than Mr. Moschner and 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—2025” under the heading “Stock Awards.”

Director Stock Ownership Guidelines

In February 2022, the Compensation 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:

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For clarity, the “annual cash retainer” excludes any retainer for serving as a member or as a chair 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 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 date of this proxy statement, 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 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, 2025, consisted of the following individuals:

Executive Summary

2025 Business Results

We made great progress in 2025, sharpening our focus around three strategic objectives: being the number one provider of AI technology for industrial machine vision, delivering the best customer experience in our industry and doubling our customer base over the next five years.

We launched several innovative products aligned with our strategic objectives that reinforce our brand promise: advanced machine vision made easy.

Revenue grew 9% year over year in 2025, including a one-time benefit from a commercial partnership with a medical lab automation channel partner (the “Commercial Partnership”). Our Logistics business grew strongly, while strength in Factory Automation end markets, such as Consumer Electronics and Packaging, were somewhat offset by continued weakness in Automotive. Gross margin of 66.9% declined approximately 1.5 percentage points year over year primarily due to less favorable industry mix, and, to a lesser extent, the impact from tariffs, partially offset by the one-time benefit from the Commercial Partnership.

Operating expenses decreased 1.5% year over year, reflecting our focus on disciplined cost management. These efforts contributed to a 6% year-over-year reduction in global headcount in 2025. Operating margin increased to 16.3% of revenue in 2025 from 12.6% in 2024, driven by revenue growth and disciplined cost management. These actions delivered strong gains in bottom line profitability, even as we continue to invest in innovation to reinforce our technology leadership position. We saw that our continued investment in AI technology made our products more accessible and easier to use for an increasing number of customers and applications. We believe that our technology and domain expertise position us well as we enter 2026.

The combination of disciplined cost management and strict working capital management led to an acceleration in operating cash flow throughout the year, allowing us to return $206 million to shareholders through dividends and share repurchases.

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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 key 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 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 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 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 80.3% of Mr. Moschner’s 2025 annualized target compensation was based on long-term value creation. For the other named executive officers, approximately 76.9% of their aggregate target compensation was based upon long-term value creation.

Compensation Program Changes

The Compensation 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 2025, the Compensation Committee expanded performance-based equity awards beyond the Chief Executive Officer to executive officers. In response to shareholder feedback, and consistent with the Compensation Committee’s pay-for-performance philosophy, the Compensation Committee made the following changes for 2026:

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 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

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created for shareholders following the grant date (by virtue of stock price appreciation). Cognex continues to believe that executives who hold 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—2025.”

Say-on-Pay Feedback from Shareholders

At our 2025 Annual Meeting of Shareholders, approximately 74% 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 26% 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 throughout the year, many of whom provided feedback to the company on its compensation practices and some of whom likely voted against our say-on-pay proposal. The breadth and frequency of engagement varies by shareholder and can be as much as monthly meetings, or as little as informal email exchanges between investor relations professionals. Institutional investors represent the majority of the company’s outreach. Since our last Annual Meeting of Shareholders, Director John Lee, Cognex’s Compensation Committee Chair, met directly with shareholders representing approximately 12.6% of the outstanding shares of the company as of December 31, 2025. Specific feedback included a desire for a financial-metric-based annual bonus scheme for executives and for the continued move away from “market-based” compensation, such as stock options and compensation dependent on relative total shareholder return. Following this feedback, the Compensation Committee made changes to the company’s 2026 compensation program as set forth in the executive summary above.

Based on the voting results at our 2023 Annual Meeting of Shareholders, 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 Committee considers the following:

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The Compensation 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 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.

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.

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Compensation Consultant

The Compensation 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 2025, Pay Governance performed the following tasks for the committee:

Annually, the Compensation 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 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 Committee determined that Pay Governance was independent and that its work with the Committee for 2025 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 the Compensation Committee believes is appropriate. The Compensation Committee, with the assistance of its independent compensation consultant, reviewed and updated the company’s compensation peer group to remove significantly larger peers and to add four companies of more comparable size. In conducting this review, the Compensation Committee also considered a watch list of potential peers including companies that list Cognex as a peer (“reverse peers”), and peer groups identified by third-parties to ensure relevance and comparability. The Compensation Committee plans to review the peer group annually to ensure that the companies in the peer group remain relevant and provide meaningful compensation comparisons.

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2025 Peer Group

Base Salary

In determining the base salaries paid to our named executive officers for fiscal year 2025, the Compensation 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 2025 was determined based on the following criteria:

Following its investigation and consideration of the above criteria, the Compensation Committee made the following adjustments to base salary for 2025:

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Annual Company Bonuses

The Compensation 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 Committee approves the annual bonus program following our Board’s approval of Cognex’s annual budget.

For 2025, there were three components to the annual company bonus program (the “Legacy Bonus Program”):

The calculation is as follows:

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

As noted, this 2025 bonus scheme is being replaced in 2026 for vice presidents and above with a new bonus scheme based on three publicly disclosed financial metrics.

Target Amounts

The Compensation 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.

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

Company-Wide Financial Target

The financial target for 2025 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 Committee determined that adjusted EBITDA percentage is an appropriate metric for our bonus program because the Compensation 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), by revenue.

In the first quarter of 2025, the Compensation Committee, following the approval of the 2025 budget, set the target adjusted EBITDA percentage at 18.9%. The minimum adjusted EBITDA percentage was set at 65% of the target, or 12.3%. 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 12.3% and 18.9%), the maximum eligible bonus is calculated on a straight-line basis between 0% and 100%.

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“Pmax”

If the adjusted EBITDA percentage is above the target (e.g., above 18.9% in 2025), 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 Committee (“Pmax”). The Compensation 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 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 Legacy Bonus Program is individual achievement. In the first quarter of each year, executives, with the CEO, set individual goals. CEO goals are typically approved by Anthony Sun, the company’s Board chair. 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 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, and our Board chair assesses the subjective goals of our CEO.

2025 Corporate Achievement

For 2025, the actual adjusted EBITDA percentage was 21.5%, which was above our target of 18.9%. However, this percentage included a one-time benefit from the Commercial Partnership as defined above. Although revenue derived from the Commercial Partnership was recognized upfront pursuant to applicable accounting rules, actual payments are expected to be received over the duration of the partnership, resulting in unbilled revenue. Given this, our named executive officers believed it was unfair to fund their bonuses to the extent of this one-time benefit. Therefore, each named executive officer voluntarily forfeited his or her portion of the bonus attributed to this one-time benefit as set forth below. The Compensation Committee accepted the named executives’ decision.

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The components of bonus achievement for our named executive officers in 2025 were as follows:

The 2025 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 2026. For executives to be eligible to receive their annual bonus, they must be employed on the date the bonus is actually paid.

2026 Bonus

The Compensation Committee believes that the payment of an annual company bonus based upon the achievement of company goals is an appropriate way to reward our named executive officers for meeting

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For PRSUs granted in 2025, the number of PRSUs that vest will be determined following a three-year performance measurement period ending December 31, 2027, and will equal the executive’s target award multiplied by the Performance Multiplier. The Performance Multiplier shall be determined as follows:

If the Average Adjusted EBITDA Percentage for the three-year performance measurement period is between 17.1% and 18.9%, or 18.9% and 20.7%, then the Performance Multiplier shall be determined by using linear interpolation, respectively. For clarity, (i) in no event shall the percentage of the target award that vests exceed 120%; and (ii) in the event the Average Adjusted EBITDA Percentage does not exceed 17.1%, no portion of the target award shall vest.

Adjusted EBITDA Percentage is 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.

The vesting of Mr. Willett’s 2023 and 2024 PRSUs was based on the 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 was 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 ranked between a designated performance percentile, the performance multiplier would be determined using linear interpolation. If the company’s TSR was a negative percentage, regardless of the percentile achieved, the performance multiplier would be capped at 100%. In February 2026, the Compensation Committee determined that zero PRSUs from Mr. Willett’s 2023 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.

The Compensation Committee will continue to examine PRSU metrics to help ensure PRSUs further align the interests of our executives with building shareholder value and improving corporate performance over the long term. The vesting of PRSUs in all cases is subject to continued service with the company through the vesting date.

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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. 2025 PRSU agreements entered into by Mr. Moschner, Mr. Willett, Mr. Fehr, Ms. DiPalma, Mr. Gerst, and Mr. Kuechen 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 period concluding on the date immediately prior to such change of control. The performance multiplier would be based on the Average Adjusted EBITDA Percentage for all applicable years within that period. For example, if a change in control occurs in the first quarter of 2027, the Average Adjusted EBITDA Percentage will be calculated by adding the Adjusted EBITDA Percentage for 2025 and 2026 and dividing the total by two. The earned award (i.e., the Target Award multiplied by the applicable Performance Multiplier) will vest as of the date of the change of control.

As of December 31, 2025, all stock option and (time-based) RSU agreements entered into by Mr. Moschner in February 2025 and May 2025, as well as all stock option and (time-based) RSU agreements entered into by Mr. Fehr, the February 2022, February 2023, February 2024, and February 2025 option and RSU agreements entered into by Ms. DiPalma and Mr. Gerst, the August 2022 option agreement and the February 2023, February 2024, and February 2025 option and RSU agreements entered into by Mr. Kuechen 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.

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.

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Executive Stock Ownership Guidelines

In February 2022, the Compensation 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:

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. Named 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 date of this proxy statement, the Board believes that all of our named executive officers are making satisfactory progress toward compliance with our stock ownership guidelines on or before their applicable deadline.

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COMPENSATION COMMITTEE REPORT

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

The Compensation 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 Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

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EXECUTIVE OFFICERS

Our executive officers as of the date of this proxy statement include Matthew Moschner, Dennis S. Fehr, Carl W. Gerst III, Sheila M. DiPalma, and Joerg Kuechen. Biographical information regarding Mr. Moschner is provided in Proposal 1: Election of Directors under the heading “Information Regarding Directors.”

Mr. Fehr, 45, 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, corporate development, 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, 59, 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.

Mr. Gerst, 58, 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 and began leading Global Sales in early 2025. 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, 55, 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 oversaw the company’s patent review board. In 2025, following Mr. Moschner’s promotion to CEO and reorganization of the company’s engineering organization, Mr. Kuechen was appointed Head of Corporate M&A to help the company pursue profitable, inorganic growth. 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—2025

The following table sets forth the total compensation awarded to, earned by or paid to our named executive officers in fiscal year 2025, as well as fiscal years 2024 and 2023, to the extent applicable.

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Grants of Plan-Based Awards Table—2025

The following table sets forth information regarding non-equity incentive plans and equity award grants to our named executive officers in fiscal year 2025.