Anthony Sun
COGNEXAbout Anthony Sun
Anthony Sun, 72, is an independent director of Cognex and has served on the Board since 1982; he has been Chairman of the Board since May 2021 and leads executive sessions of independent directors. He previously served as Managing General Partner and CEO of Venrock Associates (1997–2010), holds B.S. and M.S. degrees in Engineering from MIT, and an MBA from Harvard, bringing deep high‑technology and venture capital expertise to Cognex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venrock Associates | Managing General Partner & CEO | 1997–2010 | Led venture capital partnership; extensive tech investing and board experience |
| Venrock Associates | General Partner | 1980–1997 | Early-stage and growth tech investing |
| Various (private companies) | Director | Various | Served on several private company boards; details not itemized in proxy |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Public companies (past 5 years) | — | None | No public company board memberships in past five years |
| Private companies | Director | Ongoing/various | Several private board roles (names not disclosed) |
Board Governance
- Independence: Board determined all directors (except CEO Robert Willett) are independent under Nasdaq standards; Sun is independent .
- Leadership: Independent Chairman since May 2021; leads executive sessions of independent directors regularly .
- Committee assignments: Compensation/Stock Option Committee member; Nominating, Governance & Sustainability Committee Chair; not on Audit Committee .
- Meeting load/attendance: Board met five times in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Risk oversight: Audit Committee oversees cybersecurity; NGS Committee oversees ESG strategy; committee chairs report to full Board .
- Related-party transactions: None requiring disclosure since the beginning of 2024; Audit Committee reviews any related party transactions .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Standard director retainer |
| Chairman of the Board Retainer | $60,000 | Applies to Sun as Board Chair |
| Compensation Committee Member Retainer | $8,000 | Member (not Chair) |
| Nominating, Governance & Sustainability Committee Chair Retainer | $10,000 | Chair retainer is inclusive of committee retainer |
| Total Fees Earned (2024) | $128,000 | Paid to Sun Management Associates, LLC (California), of which Sun is a member |
2024 director fees are presented in year earned; payment may occur in 2025 .
Performance Compensation
| Instrument | Grant Year | Shares/Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | 2024 | 6,973 | $275,015 | Vested in full Feb 20, 2025 | Unvested RSUs at 12/31/2024: 13,767 |
| Stock Options (outstanding) | Prior | 114,000 | — | Various (legacy awards) | Options outstanding at 12/31/2024 (no new 2024 option grant) |
Performance metrics tied to director equity: None. Non‑employee director equity grants are time‑based RSUs; change‑of‑control provides immediate vesting of unvested director equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | Sun served on the Compensation/Stock Option Committee; no member (including Sun) was an officer/employee of Cognex or had a business relationship, other than Dr. Lee’s arm’s‑length transactions at his employer |
| Public directorships (current, past 5 yrs) | None for Sun in past five years |
| Potential interlocks with customers/suppliers/competitors | None disclosed for Sun; Board independence affirmed |
Expertise & Qualifications
- High‑technology investing and governance: more than a dozen prior public high‑tech boards historically (not within last five years), deep industry understanding from venture capital leadership .
- Education: B.S. and M.S. in Engineering (MIT); MBA (Harvard) .
- Board credentials: Independent Board Chair; governance and ESG oversight as NGS Committee Chair; compensation oversight as committee member .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 464,456 | Less than 1% of outstanding shares (“*”) |
| Components (indirect via LLC) | 26,608 common shares; 114,000 options held by Sun Management Associates, LLC; Sun disclaims beneficial ownership except to pecuniary interest | |
| Unvested RSUs (12/31/2024) | 13,767 | Vested Feb 20, 2025 |
| Ownership guidelines | Directors must hold ≥5x annual Board cash retainer; five‑year compliance window; all directors making satisfactory progress as of Record Date | |
| Pledging/hedging policy | Directors prohibited from hedging and exchange‑traded derivatives; pledging prohibited without Compensation Committee approval |
Governance Assessment
- Board effectiveness: Independent Chairman with long tenure provides continuity and leads executive sessions; active committee roles (Compensation member; NGS Chair) support oversight of pay, governance, and ESG .
- Alignment: Material equity ownership and outstanding legacy options, plus director RSU program and stock ownership guidelines (5x retainer) support alignment with shareholders; no hedging, pledging only with approval .
- Attendance and engagement: Board met five times in 2024; Sun met the company‑wide standard of at least 75% attendance; all directors attended the annual meeting .
- Conflicts and related‑party exposure: No related party transactions requiring disclosure; director fees for Sun were paid to his LLC, disclosed transparently; Audit Committee reviews related party transactions .
- Compensation environment signal: Say‑on‑pay approval at ~65% in 2024 indicates moderate shareholder concern on executive pay; the Compensation Committee (which includes Sun) responded with 2025 changes (adding PRSUs for executives, reducing CEO bonus cap, rebalancing option mix) .
RED FLAGS and watch items:
- Very long tenure (since 1982) can raise independence perceptions despite formal independence designation; mitigated by separated Chair/CEO roles and regular executive sessions led by Sun .
- Moderate say‑on‑pay support (65%) suggests investors are scrutinizing pay practices; monitor 2025–2026 outcomes and responsiveness of Compensation Committee .
- Payment of director fees to an LLC (Sun Management Associates) warrants continued transparency, though no related‑party transactions were reported .