Ipg Photonics Corp DEF 14A, filed Apr 1, 2026

Ipg Photonics Corp (IPGP)

DEF 14A 2026-04-01 For: 2026-05-12

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Added on June 12, 2026

About this DEF 14A

Ipg Photonics Corp filed this DEF 14A on April 1, 2026.

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¨						Preliminary Proxy Statement
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			Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1
202 6 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			17
Board Roles and Responsibilities			20
Board Structure			23
Standing Committees and Board Committee Membership			24
DIRECTORS			26
Board Refreshment and Composition			26
Director Compensation			28
PROPOSAL 2: ADVISORY VOTE TO APPROV E OUR EXECUTIVE COMPENSATION			31
Compensation Discussion and Analysis			32
202 5 Compensation of Named Executive Officers			34
Compensation Committee Report			44
Executive Compensation Tables			45
PROPOSAL 3 : RATIFY DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026			51
OTHER INFORMATION			53
Audit Committee Report			53
Common Stock Ownership			54
CEO Pay Ratio			55
Pay Versus Performance			56
Questions and Answers About the Meeting and Voting			60
Additional Information			63
APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES			65


DIRECTOR INDEPENDENCE	BOARD REFRESHMENT	AGE

7/10 Director Nominees are Independent*	8 years Average Tenure	64 years Average Age



DATE AND TIME May 12, 2026 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 20, 2026 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 2, 2026, 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 2, 2026.



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.



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 and performance-based equity payouts 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 280G 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 2025	5	8	7	5
Written consents in 2025	5	0	2	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.



MEMBERS			FUNCTIONS:
Jeanmarie Desmond (Chair) Gregory Beecher Gregory Dougherty Agnes Tang Meetings in 2025: 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 2025, see the Audit Committee Report on page 53 of this Proxy Statement and Proposal 3: Ratify Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2026 on page 51.



Proposal 1			Election of Ten Directors



MEMBERS			FUNCTIONS:
Gregory Dougherty (Chair) Jeanmarie Desmond Eric Meurice John Peeler Meetings in 2025: 7			•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 44 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) Gregory Beecher Eric Meurice Meetings in 2025: 5			•Overseeing matters of corporate governance, including the evaluation of the performance and practices of the Board. •Developing and recommending criteria for Board membership. •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			85,000
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	249,936	309,936
Michael Child(2)	12,018	—	12,018
Jeanmarie Desmond	75,000	249,936	324,936
Gregory Dougherty	75,000	249,936	324,936
Kolleen Kennedy	54,167	249,936	304,103
Eric Meurice	59,808	249,936	309,744
Natalia Pavlova	41,875	249,936	291,811
John Peeler	131,667	249,936	381,603
Agnes Tang	52,500	249,936	302,436


Name	Unvested Restricted Stock Units (#)	Total Number of Shares Underlying Option Awards Held (#)
Gregory Beecher	3,759	—
Jeanmarie Desmond	3,759	—
Gregory Dougherty	3,759	3,259
Kolleen Kennedy	3,759	—
Eric Meurice	3,759	6,071
Natalia Pavlova	3,759	—
John Peeler	3,759	5,321
Agnes Tang	3,759	—



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
TIMOTHY MAMMEN			Senior Vice President and Chief Financial Officer
TREVOR NESS			Senior Vice President, Chief Revenue Officer
ANGELO LOPRESTI			Senior Vice President, General Counsel and Secretary
PAULUS BUCHER, PH.D.			Senior Vice President, Global Operations



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 target 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 Applicable to All Executives and Directors. 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 guaranteed payout levels. û No 280G 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 2025 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 program. After considering the results of the 2025 vote, the Compensation Committee determined to maintain its general pay philosophy and practices.						Say-on-pay approval during last stockholder vote (2025)


Name			2025 Goals
Mark Gitin			Lead enterprise transformation by strengthening execution discipline, building leadership depth, advancing strategic priorities, shaping culture, and deploying M&A to restore growth and leadership
Timothy Mammen			Improve financial clarity and discipline through stronger budgeting, forecasting, business unit reporting, cash management, tax planning, enterprise resource planning readiness, and clear investor communication
Trevor Ness			Drive growth by advancing sales execution, pricing, service effectiveness, and go‑to‑market strategy, sharpen focus on customers, expand team, connect strategy to execution, support leadership transitions
Angelo Lopresti			Enable strategy execution by strengthening legal processes, supporting rebranding and leadership hiring, managing regulatory and IP risk, and guide governance and M&A integration
Paulus Bucher			Modernize global operations by strengthening planning, quality, and change management, optimizing manufacturing and outsourcing, and building a scalable, efficient operations organization


		Target(1)									Actual
Name	Annual Base Salary	Target Annual Incentive %		Corporate Performance Target (weighting)		Personal Performance Target (weighting)		Target Annual Incentive $			Financial Performance %		Personal Performance %		Final Award $

Mark Gitin	$875,000	120	%	75	%	25	%		$	1,050,000	113.9	%	100	%	$	1,159,600
Timothy Mammen	$538,700	80	%	75	%	25	%		$	430,900	113.9	%	97	%	$	472,700
Trevor Ness	$501,000	80	%	75	%	25	%		$	400,800	113.9	%	98	%	$	440,100
Angelo Lopresti	$485,500	80	%	75	%	25	%		$	388,400	113.9	%	96	%	$	425,000
Paulus Bucher(2)	$453,180	65	%	75	%	25	%		$	294,497	113.9	%	100	%	$	325,288


Financial Metric	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)	Actual Results	% Payout
Organic Revenue Growth	2.5%	5%	10%	(12.6%)	—%
Adjusted Operating Margin	20%	22.5%–25%	27.5%	18%	—%



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Barnes Group, Inc.	Cognex Corporation	Coherent Corp.
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Kadant Inc.	Littlefuse, Inc.	Lumentum Holdings Inc.
MKS Instruments, Inc.	Nordson Corporation	Novanta, Inc.
Onto Innovation Inc.	OSI Systems, Inc.	Standex International Corporation
Watts Water Technologies, Inc.


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Mark Gitin Chief Executive Officer	2025	879,423	—	6,999,990	1,159,600	32,477	9,071,490
	2024	411,346	775,000	4,999,759	—	514,720	6,700,825
Timothy Mammen Chief Financial Officer and Senior Vice President	2025	559,419	—	1,999,924	472,700	11,564	3,043,607
	2024	538,700	—	2,262,403	265,300	9,286	3,075,689
	2023	538,700	—	1,616,014	102,350	9,900	2,266,964
Trevor Ness Senior Vice President, Chief Revenue Officer	2025	520,269	—	1,677,700	440,100	10,350	2,648,419
	2024	494,106	—	1,928,590	245,200	10,350	2,678,246
	2023	477,100	—	1,311,831	90,600	9,900	1,889,431
Angelo Lopresti Senior Vice President, General Counsel and Secretary	2025	504,173	—	1,635,008	425,000	10,500	2,574,681
	2024	485,500	—	1,869,006	242,800	10,350	2,607,656
	2023	485,500	—	1,334,917	92,200	9,900	1,922,517
Paulus Bucher Senior Vice President, Global Operations(5)	2025	226,590	—	629,926	325,288	—	1,181,804


Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1)			Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	Grant Date Fair Value of Stock and Option Awards ($)(4)
		Threshold	Target	Maximum	Threshold	Target	Maximum
Mark Gitin	2/14/2025	656,200	1,050,000	2,362,500	—	—	—	—	—
	2/14/2025	—	—	—	13,773	55,092	110,184	—	3,499,995
	2/14/2025	—	—	—	—	—	—	55,092	3,499,995
Timothy Mammen	2/14/2025	269,300	430,900	969,500	—	—	—	—	—
	2/14/2025	—	—	—	3,935	15,740	31,480	—	999,962
	2/14/2025	—	—	—	—	—	—	15,740	999,962
Trevor Ness	2/14/2025	250,500	400,800	901,800	—	—	—	—	—
	2/14/2025	—	—	—	3,301	13,204	26,408	—	838,850
	2/14/2025	—	—	—	—	—	—	13,204	838,850
Angelo Lopresti	2/14/2025	242,700	388,400	873,900	—	—	—	—	—
	2/14/2025	—	—	—	3,217	12,868	25,736	—	817,504
	2/14/2025	—	—	—	—	—	—	12,868	817,504



Paulus Bucher(5)	8/5/2025	184,046	294,497	662,589	—	—	—	—	—
	8/5/2025	—	—	—	1,046	4,185	8,370	—	314,963
	8/5/2025	—	—	—	—	—	—	4,185	314,963


		Option Awards				Stock Awards(1)
Name	Grant Date	Securities Underlying Unexercised Options (#) Exercisable	Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)(2)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Mark Gitin	6/5/2024	—	—	—	—	19,194	1,547,036	17,993	1,288,299
	2/14/2025	—	—	—	—	55,092	4,440,415	99,165	7,100,214
Timothy Mammen	2/22/2018	6,642	—	239.72	2/22/2028	—	—	—	—
	2/15/2019	8,654	—	154.88	2/15/2029	—	—	—	—
	2/17/2023	—	—	—	—	2,054	165,552	—	—
	2/16/2024	—	—	—	—	8,721	702,913	8,175	585,330
	2/14/2025	—	—	—	—	15,740	1,268,644	28,332	2,028,571
Trevor Ness	2/22/2018	5,689	—	239.72	2/21/2028	—	—	—	—
	2/15/2019	6,212	—	154.88	2/14/2029	—	—	—	—
	2/17/2023	—	—	—	—	1,667	134,360	—	—
	2/16/2024	—	—	—	—	7,434	599,180	6,968	498,909
	2/14/2025	—	—	—	—	13,204	1,064,242	23,766	1,701,646
Angelo Lopresti	2/18/2016	5,861	—	81.89	2/18/2026	—	—	—	—
	2/17/2017	7,184	—	119.50	2/17/2027	—	—	—	—
	2/22/2018	5,786	—	239.72	2/22/2028	—	—	—	—
	2/15/2019	7,540	—	154.88	2/15/2029	—	—	—	—
	2/17/2023	—	—	—	—	1,697	136,778	—	—
	2/16/2024	—	—	—	—	7,204	580,642	6,753	483,515
	2/14/2025	—	—	—	—	12,868	1,037,161	23,161	1,658,328







Paulus Bucher	8/8/2025	—	—	—	—	4,185	337,311	7,533	539,363