Angelos Papadimitriou

About Angelos Papadimitriou

Angelos Papadimitriou, 58, is an independent director of Cognex (CGNX) serving since February 17, 2023, with his current term ending in 2026 . He brings 30+ years of leadership in advanced industrials and healthcare; prior roles include Co-CEO of Pirelli & C. S.p.A., CEO of Coesia S.p.A., and senior leadership at GlaxoSmithKline . He holds an MBA from Harvard Business School and a BA in Computer Science and Business Economics from Brown University, and is recognized for expertise in packaging machinery, industrial automation, and European/international markets .

Past Roles

External Roles

Board Governance

• Committee assignments (2025): Audit Committee member; not a chair of any committee .
• Independence: Board determined he is an “independent” director under Nasdaq/SEC standards (all non-employee directors are independent; exception is CEO Robert Willett) .
• Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Audit Committee scope: Oversees auditor appointment/independence, financial reporting, ICFR, related-party transactions approval, and cybersecurity oversight (five meetings in 2024) .
• Current Audit Committee composition includes Papadimitriou; Chair is Marjorie T. Sennett (audit committee financial expert) .

Fixed Compensation (Director; 2024)

Notes: Fee rates reflect 2024 director compensation schedule; Papadimitriou’s committee membership supports the cash total shown. Fees are presented in year earned; payment may occur in other years . Compensation benchmarking supported by independent consultant Pay Governance .

Performance Compensation (Director; 2024)

Performance metrics: None disclosed for director equity (time-based RSU vesting; no TSR/EBITDA targets for directors) .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership experience including public-company CEO role; industrial automation and packaging domain expertise; European/international markets .
• Academic credentials: Harvard MBA; Brown BA in Computer Science and Business Economics .
• Recognized financial literacy on Audit Committee; committee includes an SEC-defined audit committee financial expert (chair Sennett) .

Equity Ownership (as of Record Date: Feb 28, 2025)

Governance Assessment

• Board effectiveness: Active Audit Committee oversight (auditor independence, ICFR, cyber risk, related-party review) with financially literate members; Papadimitriou contributes operational expertise and European market perspective .
• Independence & attendance: Independent status and adequate attendance underpin investor confidence; entire board attended annual meeting .
• Compensation alignment: Director pay emphasizes equity RSUs to align with shareholders; straightforward cash retainers with no meeting fees; RSUs are time-based (no performance metrics), with single-trigger vesting on change of control (common but reduces forfeiture risk) .
• Ownership alignment: Beneficial ownership is modest; progress toward strengthened 5x retainer ownership guideline is reported as satisfactory across directors; anti-hedging and restricted pledging policies support alignment .
• Conflicts/related-party exposure: None requiring disclosure since 2024; Audit Committee gatekeeps related-party transactions. External private-equity-linked roles (Masco, Celli via Ardian) present theoretical exposure but no Cognex transactions disclosed; independence affirmed .
• Shareholder signals: 2025 say-on-pay passed with 103,475,883 FOR vs 37,074,762 AGAINST (counts), indicating majority support for compensation framework amid continued annual votes; board recommends annual frequency through 2029 .

RED FLAGS

• Single-trigger accelerated vesting for director equity upon change of control increases entrenchment protection; monitor for potential dilution in sale scenarios .
• No performance-conditioned director equity; while common, lacks explicit performance linkage beyond service .

SAY-ON-PAY & SHAREHOLDER FEEDBACK

• 2025 advisory vote on executive compensation: FOR 103,475,883; AGAINST 37,074,762; ABSTAIN 2,944,785; broker non-votes 12,937,506 .
• Board maintains annual say-on-pay cadence per prior frequency vote and intends to continue through next frequency vote in 2029 .

COMPENSATION COMMITTEE ANALYSIS

• Compensation/Stock Option Committee uses Pay Governance (independent consultant); no conflicts of interest; committee retains sole authority over advisors and met three times in 2024 .
• Director cash/equity elements benchmarked against peer data; majority of director compensation delivered in equity to align interests .

BOARD COMMITTEE MEMBERSHIP SNAPSHOT (2025)

DIRECTOR COMPENSATION TABLE—2024 (Papadimitriou)

DIRECTOR EQUITY DETAIL—2024

SECURITY OWNERSHIP OF DIRECTORS (AS OF FEB 28, 2025)

POLICY ENVIRONMENT

• Pledging/Hedging: Short sales and exchange-traded option hedging prohibited; pledging requires Compensation Committee approval .
• Section 16 compliance: Directors/executives complied with beneficial ownership reporting in FY 2024 .
• Related-party transactions: None requiring disclosure since start of 2024; Audit Committee approval required for any such transactions .