Ipg Photonics Corp DEF 14A, filed Apr 7, 2025

Ipg Photonics Corp (IPGP)

DEF 14A 2025-04-07 For: 2025-05-20

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Added on June 12, 2026

About this DEF 14A

Ipg Photonics Corp filed this DEF 14A on April 7, 2025.

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			Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1
202 5 ANNUAL LETTER			2
ABOUT IPG			4
PROXY STATEMENT VOTING ROADMAP			5
PROPOSAL 1: ELECTION OF TEN DIRECTORS			8
Director Qualifications			9
Director Nominees			11
CORPORATE GOVERNANCE			17
Board Practices, Policies and Processes			18
Board Roles and Responsibilities			21
Board Structure			24
Standing Committees and Board Committee Membership			25
DIRECTORS			27
Board Refreshment and Composition			27
Director Compensation			29
PROPOSAL 2: ADVISORY VOTE TO APPROV E OUR EXECUTIVE COMPENSATION			32
Compensation Discussion and Analysis			33
202 4 Compensation of Named Executive Officers			35
Compensation Committee Report			47
Executive Compensation Tables			48
PROPOSAL 3: A PPROVAL OF T HE 2025 INCENTIVE COMPENSATION PLAN			55
PROPOSAL 4 : RATIFY DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025			62
OTHER INFORMATION			64
Audit Committee Report			64
Common Stock Ownership			65
CEO Pay Ratio			67
Pay Versus Performance			68
Questions and Answers About the Meeting and Voting			72
Additional Information			76
APPENDIX A: IPG PHOTONICS CORPORATION 2025 INCENTIVE COMPENSATION PLAN			77


NET SALES			NET CASH FROM OPERATING ACTIVITIES


Welding Revenue			Return of Capital to Stockholders
			$344M Repurchased 4.09 million shares



DATE AND TIME May 20, 2025 10:00 a.m. (Eastern Time)	LOCATION IPG Photonics Corporation 377 Simarano Drive Marlborough, Massachusetts 01752	WHO CAN VOTE Only stockholders of record at the close of business on March 31, 2025 may vote at the Annual Meeting



INTERNET Go to www.investorvote.com/ipgp or scan the QR code contained in the attached proxy card	TELEPHONE 1-800-652-VOTE (8683)	MAIL Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope



As permitted by the rules of the United States Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement and Annual Report on Form 10-K available to stockholders electronically via the Internet at investor.ipgphotonics.com. On or about April 10, 2025, we will mail to most of our stockholders a notice (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report and to vote via the Internet or by telephone. Other stockholders, in accordance with their prior requests, will receive e-mail notifications of how to access our proxy materials and vote via the Internet or by telephone, or will be mailed paper copies of our proxy materials and a proxy card on or about April 10, 2025.



This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and we intend that such forward-looking statements be subject to the safe harbors created thereby. For this purpose, any statements contained in this Proxy Statement except for historical information are forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. The forward-looking statements included herein are based on current expectations of our management based on available information and involve a number of risks and uncertainties, all of which are difficult or impossible to accurately predict and many of which are beyond our control. As such, our actual results may differ significantly from those expressed in any forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in more detail in the section titled “Risk Factors” and elsewhere in our Annual Report and other filings with the SEC. We undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.


DIRECTOR INDEPENDENCE	BOARD REFRESHMENT	AGE


7/10 Director Nominees are Independent*	7 years Average Tenure	63 years Average Age



PRACTICES WE EMPLOY						PRACTICES WE AVOID

ü Align our officer pay with performance ü Balance annual and long-term incentives ü Use long-term incentives to link executive pay to Company performance ü Cap on annual incentive compensation ü Annual risk assessment of compensation program ü Independent compensation consultant ü Stock ownership requirements ü Clawbacks on executive compensation ü Anti-pledging policy and anti-hedging policy applicable to all executives and directors						û No guaranteed annual incentive plan bonuses û No excise tax gross-ups for change in control payouts û No excessive perquisites û No single-trigger change in control payments or benefits û No stock option repricing without stockholder approval û No supplemental executive retirement plans, executive pensions or excessive retirement benefits


AC Audit Committee	●	Chair
CC Compensation Committee	●	Member
NCGC Nominating and Corporate Governance Committee
IND Independent director under Nasdaq and SEC rules



The Board recommends that you vote FOR each director nominee named in this Proxy Statement.


	Board of Directors	Audit	Compensation	Nominating and Corporate Governance
Meetings held in 2024	7	8	9	5
Written consents in 2024	5	0	3	0



BOARD OVERSIGHT OF RISK The Board recognizes that effectively monitoring and managing risk are essential to the successful execution of the Company’s strategy. The Board has oversight for risk management at IPG with a focus on the most significant risks facing the Company, including strategic, operational, financial, cybersecurity and compliance risks. In its analysis, the Board rates risks against several criteria including materiality, probability and the speed at which the risk can impact IPG, from short to long-term. The risks are scored and those with the highest ratings are overseen by the Board and its committees, along with mitigation efforts. The scorings may change year to year based upon internal or exogenous factors. After review and recommendation by the NCGC, the Board allocates risk oversight responsibility among the full Board, the independent directors acting as a group and the three standing Board committees as described below. In its review of risks, the Board and its committees may seek the advice of outside advisors or experts depending upon the particular risk. Throughout the year, the Board, the independent directors and the Board committees dedicate a portion of their meetings to review and discuss specific risk topics in greater detail.



FULL BOARD Our Board as a whole reviews risk management practices and a number of significant risks in the course of its reviews of corporate strategy, management reports and reports from outside experts and professional advisors.



AUDIT COMMITTEE The Audit Committee oversees the policies, processes and risk relating to the financial statements, financial reporting processes, auditing and compliance as well as risks arising from related person transactions. The Audit Committee discusses with management the Company’s risk assessment and risk management practices and, when reviewing and approving the annual audit plan for the Company’s internal audit function, prioritizes audit focus areas based on their potential risk.	COMPENSATION COMMITTEE The Compensation Committee oversees risk associated with management resources, including executive retention and non-CEO succession planning. It reviews the Company’s executive compensation practices, their effectiveness at linking executive pay to performance and aligning the interests of our executives and our stockholders, without encouraging excessive risk taking. The Compensation Committee annually reviews management’s assessment of compensation risk.	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE The NCGC oversees risk related to the Company’s governance structure and processes. It reviews processes and risk related to Board succession planning, authority delegated to management and certain compliance risk. It considers and recommends allocation of risk oversight, including business, ESG and other risks, to the Board.



INDEPENDENT DIRECTORS As a group, the independent directors oversee risks related to CEO succession planning and CEO compensation.


Financial Performance Highlights



Proposal 1			Election of Ten Directors



MEMBERS			FUNCTIONS:
Jeanmarie Desmond (Chair) Gregory Beecher Gregory Dougherty Agnes Tang Meetings in 2024: 8			•Providing oversight of financial management, the internal auditor function and the independent auditor. •Providing oversight with respect to our internal controls including that management is maintaining an adequate system of internal control such that there is reasonable assurance that assets, systems and processes are safeguarded and that financial reports and certain other datasets are properly prepared; that there is consistent application of generally accepted accounting principles; and that there is compliance with management’s financial reporting policies and procedures. •Pre-approving audit and permissible non-audit services by our independent auditor, reviewing and discussing our annual and quarterly financial statements and related disclosures. •Review and approve related party transactions. •Meeting periodically with the independent auditor, management and internal auditor function (including in private sessions) to review their work and confirm that they are properly discharging their respective responsibilities. •Appointing the independent auditor. For more information on Audit Committee activities in 2024, see the Audit Committee Report on page 64 of this Proxy Statement and Proposal 4: Ratify Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2025 on page 62.



MEMBERS			FUNCTIONS:
Gregory Dougherty (Chair) Jeanmarie Desmond Eric Meurice John Peeler Meetings in 2024: 9			•Reviewing and recommending to the independent directors the CEO’s base salary and opportunities for annual and long-term incentive compensation. •Reviewing and approving compensation recommendations by the CEO for the other executive officers, including base salaries, annual performance bonuses, long-term incentive awards, severance benefits, perquisites and employment agreements. •Setting our compensation philosophy and composition of the group of peer companies used for a comparative analysis of executive compensation. •Reviewing and recommending for approval by the Board the compensation for non-employee directors. •Administering the equity compensation plans under which we compensate our executive officers, other key employees and directors. •Retaining and approving the compensation of an independent compensation consultant firm for matters related to executive officer and director compensation, and outside legal counsel to provide advice on compensation-related matters. •Assessing the independence of any compensation consultant, external legal counsel, accounting or other advisors. •Preparing the Compensation Committee Report included in this Proxy Statement on page 47 and overseeing management’s risk assessment of compensation for all employees and compensation-related risks as delegated by the Board.



MEMBERS			FUNCTIONS:
Kolleen Kennedy (Chair) Eric Meurice Gregory Beecher Natalia Pavlova Meetings in 2024: 5			•Overseeing matters of corporate governance, including the evaluation of the performance and practices of the Board. •Developing and recommending criteria for Board membership. •Through the Nominating Subcommittee comprised solely of independent directors, reviewing possible candidates for the Board and recommending director nominees to the Board for approval. •Overseeing the process for the performance evaluations of the Board and its committees. •Engaging in Board succession planning to ensure boardroom skills are aligned with IPG’s long-term strategic plan. •Reviewing and recommending director orientation, stock ownership guidelines, delegation of authority to management and insider trading policy, and considering questions of possible conflict of interest as such questions arise. •Reviewing and recommending risk oversight responsibilities, including ESG matters, of the Board and its committees and of the independent directors as a group.



DIRECTOR TENURE AND RETIREMENT AGE POLICIES •Our Board recognizes the importance of periodic Board refreshment and maintaining an appropriate balance of tenure, experience and perspectives on the Board. •We believe it is desirable to maintain a mix of longer-tenured, experienced directors with institutional memory and understanding of our business and culture and newer directors with fresh perspectives. However, we do not impose director tenure limits. •The Board believes that directors should not have an expectation of being re-nominated annually and that the NCGC’s assessment is a key component of its director nomination process. •In connection with the Board’s annual self-assessment and director nomination processes, the NCGC considers upcoming retirements, the average tenure and overall mix of individual director tenures of the Board, the overall mix of the skills, knowledge, experience and backgrounds, each individual director’s performance and contributions to the work of the Board and its committees, the personal circumstances and other time commitments of directors, along with other factors the Board deems appropriate. •The Board believes that, as an alternative to term limits, non-employee directors should submit their resignation from the Board upon attaining the age of 72 and on each subsequent anniversary unless another arrangement is approved by the NCGC. The Board then considers the needs and circumstances confronting the Board and, upon recommendation of the NCGC, determines whether to accept or reject the resignation. •Our Board’s age resignation policy is intended to facilitate our Board’s recruitment of new directors with appropriate skills, experience and backgrounds and provides for an orderly transition of leadership on our Board, while also taking into consideration the importance of institutional knowledge and unique perspectives.



Character and Integrity			Must be an individual of the highest character and integrity
Leadership Experience			Demonstrated excellence, leadership and significant experience in their field of endeavor
Financial Literacy and Commitment to Representing Stockholders			Ability to read and understand financial statement fundamentals and commitment to representing the long-term interests of the Company’s stockholders, while keeping in perspective the interests of the Company’s customers, employees and the public
Independence and Constructive Collegiality			Must have a demonstrated ability to think and act independently as well as the ability to work constructively in a collegial environment. Must satisfy independence criteria of the SEC and Nasdaq, where independence is desired
Age			A potential director (excluding any incumbent) cannot be less than 21 or greater than 72 years of age (unless a waiver of the requirement is obtained)
Limit on Other Public Boards			Independent directors – 3 (or 4 with Board approval) CEO - 1


	Amount
Board Retainer	$	40,000
Non-Executive Chair Retainer	$	80,000
Audit Committee Retainers
Chair	$	25,000
Non-Chair	$	12,500
Compensation Committee Retainers
Chair	$	22,500
Non-Chair	$	10,000
NCGC Retainers
Chair	$	17,500
Non-Chair	$	7,500
Annual Equity Award	$	250,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Gregory Beecher	60,000	249,950	309,950
Michael Child	42,776	249,950	292,726
Jeanmarie Desmond	75,000	249,950	324,950
Gregory Dougherty	75,000	249,950	324,950
Kolleen Kennedy	44,724	249,950	294,674
Eric Meurice	66,989	249,950	316,939
Natalia Pavlova	44,724	249,950	294,674
John Peeler	132,776	249,950	382,726
Agnes Tang	52,500	249,950	302,450


Name	Unvested Restricted Stock Units (#)	Total Number of Shares Underlying Option Awards Held (#)
Gregory Beecher	3,022	—
Michael Child	3,022	10,578
Jeanmarie Desmond	3,022	—
Gregory Dougherty	3,022	3,259
Kolleen Kennedy	3,022	—
Eric Meurice	3,022	10,578
Natalia Pavlova	3,022	—
John Peeler	3,022	7,576
Agnes Tang	3,022	—



1	2	3
The Compensation Committee engages independent compensation consultant to review compensation of non-employee directors as compared to peer group	The Compensation Committee evaluates the independent compensation consultant's report, compensation trends and need to retain and attract high caliber non-employee directors consistent with comparable companies	The Board considers changes to non-employee directors compensation program recommended by the Compensation Committee



Proposal 2			Advisory Vote to Approve Our Executive Compensation



The Board recommends that you vote FOR approval of our executive compensation.


MARK GITIN, PH.D.			Chief Executive Officer (beginning June 5, 2024)
TIMOTHY MAMMEN			Senior Vice President and Chief Financial Officer
TREVOR NESS			Senior Vice President, Sales and Strategic Business Development
ANGELO LOPRESTI			Senior Vice President, General Counsel and Secretary
IGOR SAMARTSEV, PH.D.			Senior Vice President, Chief Scientist
EUGENE SCHERBAKOV, PH.D.			Former Chief Executive Officer (through June 4, 2024)
ALEXANDER OVTCHINNIKOV, PH.D.			Former Senior Vice President, Chief Technology Officer (through September 15, 2024)



PRACTICES WE EMPLOY						PRACTICES WE AVOID
ü Align our NEO Pay with Performance: Strong links of compensation to Company performance and stockholder returns for annual and long-term incentives. ü Balance Annual and Long-Term Incentives: Incentive programs provide an appropriate balance of annual and long-term incentives and include multiple measures of performance. ü Use Long-Term Incentives to Link Executive Pay to Company Performance: Over half of NEO pay consists of long-term incentives. ü Cap Annual Incentive Compensation and Performance-Based Equity Payouts. ü Annual Risk Assessment of Compensation Program. ü Independent Compensation Consultant: The Compensation Committee retains a compensation consultant, who is independent and without conflicts of interest with the Company. ü Stock Ownership Requirements: Officers and directors are subject to stock ownership guidelines to further align their interests with those of our stockholders. ü Clawbacks on Executive Compensation: We maintain a compensation recovery policy covering cash and equity. ü Anti-Pledging Policy. ü Anti-Hedging Policy Applicable to All Employees and Directors.						û No Guaranteed Annual Incentive Plan Bonuses: Our annual incentive compensation plan is performance-based and does not include any minimum payout levels. û No Excise Tax Gross-Ups: We do not provide excise tax gross reimbursements for change in control payouts. û No Excessive Perquisites: We provide limited perquisites to our NEOs. û No Single-Trigger Change in Control Payments or Benefits. Severance and equity acceleration for NEOs generally require a “double-trigger” of both a change-in-control and qualifying termination of employment. û No Stock Option Repricing without Stockholder Approval. Our equity plans prohibit repricing underwater stock options. û No Supplemental Executive Retirement Plans, Executive Pensions or Excessive Retirement Benefits.


Stockholder Feedback
At our 2024 annual meeting of stockholders, our stockholders overwhelmingly approved our executive compensation structure in a “say-on-pay” advisory vote, with over 96% of votes cast in favor of our executive compensation structure. After considering the results of the 2024 vote, the Compensation Committee determined to maintain its general pay philosophy and practices. Proposal 2 described herein is the "say-on-pay" advisory vote.						Say-on-pay approval during last stockholder vote (2024)


	Original AIP
	2024 Financial Performance Goals
Financial Metric	Threshold (50% funding)	Target (100% funding)	Maximum (267% funding)
Net Sales ($M)	1,065	1,183	1,302
Adjusted EBIT ($M)	144	214	265


Name			2024 Goals
Timothy Mammen			Update procedures and processes, complete and account for sale of Russian operations, implement new financial reporting and analysis, improve and develop finance organization
Trevor Ness			Improve management of medical business, achieve sales targets, support systems business success and corporate development activities
Angelo Lopresti			Assist in CEO transition, complete sale of Russian operations, support corporate development activities, improve and develop legal department
Igor Samartsev			Increase innovation and reliability in engineering solutions, accelerate time to market for new products, improve innovations pipeline


		Target(1)							Actual
Name	Annual Base Salary	Target Annual Incentive %		Corporate Performance Target (weighting)		Personal Performance Target (weighting)		Target Annual Incentive $	Financial			Personal		Final Award $	Final Award as % of Target
									Performance %			Performance %
Timothy Mammen	$538,700	80	%	75	%	25	%	$430,960	100	%	+	96.25	%	$265,300	61.6	%
Trevor Ness	$501,000	80	%	75	%	25	%	$400,800	100	%	+	94.75	%	$245,200	61.2	%
Angelo Lopresti	$485,500	80	%	75	%	25	%	$388,400	100	%	+	100	%	$242,800	62.5	%
Igor Samartsev	$424,200	50	%	75	%	25	%	$212,100	100	%	+	90	%	$127,200	60.0	%


	Annual Grant				2024 Enhanced LTI Opportunity
Name	Equity Incentive as a Percentage of Base Salary (%)	Service- Based Restricted Stock Units (#)	Operating Margin PSUs (at Target) (#)	Organic Revenue Growth PSUs (at Target) (#)	Equity Incentive as a Percentage of Base Salary (%)	Service- Based Restricted Stock Units (#)	Operating Margin PSUs (at Target) (#)	Organic Revenue Growth PSUs (at Target) (#)
Mark Gitin	645	28,791	14,395	14,395	—	—	—	—
Timothy Mammen	300	9,343	4,671	4,671	120	3,737	1,868	1,868
Trevor Ness	275	7,964	3,982	3,982	110	3,186	1,593	1,593
Angelo Lopresti	275	7,719	3,859	3,859	110	3,088	1,544	1,544
Igor Samartsev	110	2,697	1,348	1,348	5.5	135	67	67
Eugene A. Scherbakov	578	28,877	14,438	14,438	—	—	—	—
Alexander Ovtchinnikov	275	8,030	4,015	4,015	110	3,212	1,606	1,606


Financial Metric	Threshold (50% vesting)		Target (100% vesting)		Maximum (200% vesting)		Results		% Vesting
Operating Cash Flow to Adjusted Net Income (Ratio)	58	%	83	%	108	%	75	%	66.3	%


Measurement	Minimum (0% vesting)		Target (100% vesting)		Maximum (200% vesting)		Actual Result	% Vesting
Three-year relative TSR (beginning March 1, 2021) (% of index performance)	75	%	100	%	150	%	TSR of (66.82)%	—	%
	TSR of 7.48%		TSR of 9.97%		TSR of 14.96%