Carl Gerst - Executive Vice President, Global Sales & Products | COGNEX (CGNX) Executive Profile & Compensation

About Carl Gerst

Carl W. Gerst III (age 57) is Executive Vice President, Vision and ID Products at Cognex; he joined Cognex in 1999, led ID Products from 2014, and was promoted to EVP in October 2020. He holds a B.S. in Electrical Engineering (Clarkson University) and an MBA (University of Rochester, Simon Business School) . Company performance context tied to incentive outcomes: 2024 revenue grew 9% YoY (1% ex-Moritex), gross margin was 68.4% (down ~3 pts), operating margin was 13%, and adjusted EBITDA percentage achieved was 17.1% vs a 19.6% target that governs annual bonuses . Cognex’s TSR since 12/31/2019 translated to $69.20 on a $100 initial investment as of year-end 2024 (peer index $114.14), framing relative shareholder outcomes over the multi-year window used in pay-versus-performance .

Past Roles

Organization	Role	Years	Strategic impact
Cognex	Executive Vice President, Vision and ID Products	Oct 2020 – Present	Leadership expanded to Vision Products and Global Marketing Communications; senior accountability for product portfolio and growth initiatives .
Cognex	Senior Vice President, ID Products Business Unit	2014 – Oct 2020	Led barcode/ID portfolio; progressed into broader vision scope .
Cognex	Product-focused roles	1999 – 2014	Built product, engineering, and marketing capabilities across offerings .

External Roles

Organization	Role	Years	Strategic impact
Hand Held Products (now Honeywell Safety and Productivity Solutions)	Hardware Engineer; Sales Engineer; Product Marketing Manager	Before 1999	Hands-on product and go-to-market experience in AIDC, informing later leadership at Cognex .

Fixed Compensation

Metric	2022	2023	2024
Base salary ($)	336,154	352,692	366,269
Board-approved annual base salary ($)	—	355,000 (for 2023)	365,000 (for 2024)

Notes: Base salary earned reflects payroll timing; the “annual base salary” is the approved rate for the year .

Performance Compensation

Annual bonus structure (company-wide adjusted EBITDA percentage gate plus individual goals; potential above-target “Pmax” by level) . 2024 outcomes: adjusted EBITDA percentage 17.1% vs 19.6% target (64% factor cap); Gerst individual achievement 91.48% .

Metric	Weighting/terms	Target	Actual	Payout/impact	Vesting/Timing
Target bonus ($)	Fixed target	325,000	—	—	Paid Q1 2025 if employed on payment date .
Corporate factor (Adj. EBITDA %)	Caps payout vs target	19.6%	17.1%	64% of target eligible	Annual (2024 performance) .
Individual achievement (%)	80% objective / 20% subjective	—	91.48%	Applied to corporate-capped maximum	Annual (2024 performance) .
Maximum (% of target, “Pmax”)	Level-based cap	250%	—	Not reached (corporate under target)	Annual .
Actual cash bonus ($)	Result	—	—	190,277	Paid Q1 2025 .

Equity awards (2024):

Award type	Grant date	Shares/Options	Exercise price	Fair value ($)	Vesting schedule
RSUs	2/20/2024	22,820	—	900,021	RSUs vest approx. 20%/30%/50% beginning 2/20/2025 .
Stock options	2/20/2024	126,800	39.44	1,850,012	Options vest in five approx. equal annual installments beginning 2/20/2025 .

Additional 2024 equity realized (vesting):

Metric	2024
RSUs vested (shares)	5,077
Value realized on vesting ($)	297,653
Options exercised	None

Equity Ownership & Alignment

Beneficial ownership: 347,912 shares; <1% of outstanding shares .
Outstanding/underwater options snapshot (12/31/2024 stock price $35.86 reference for moneyness) :

Tranche	Exercisable	Unexercisable	Exercise price ($)	Expiration
2/20/2028	20,000	—	56.44	2/20/2028
2/19/2029	60,000	—	51.49	2/19/2029
2/18/2030	60,000	20,000	50.94	2/18/2030
10/30/2030 (Special)	80,000	70,000	65.90	10/30/2030; last 50k tranche 10/30/2025
2/22/2032	29,888	44,832	64.43	2/22/2032
2/21/2033	18,860	75,438	47.21	2/21/2033
2/20/2034	—	126,800	39.44	2/20/2034

Unvested RSUs (12/31/2024):

Grant cohort	Unvested RSUs	Footnote (vesting cadence)
2023 grant	6,464	RSUs vest approx. 20%/30%/50% beginning 2/22/2023 .
2024 grant (Feb 2024)	14,065	RSUs vest approx. 20%/30%/50% beginning 2/21/2024 .
2024 grant (Feb 2024)	22,820	RSUs vest approx. 20%/30%/50% beginning 2/20/2025 .

Stock ownership guidelines: Executives (non-CEO) expected to hold 2x base salary in qualifying shares within five years; Board believes executives are making satisfactory progress as of the record date .
Pledging/hedging: Directors and executive officers are prohibited from short sales and from trading exchange-traded options; pledging Cognex stock as collateral is prohibited without Compensation/Stock Option Committee approval .

Implications:

Multiple option tranches were out-of-the-money at $35.86 as of 12/31/2024, reducing near-term exercise/sale pressure; near-term selling is more likely around RSU vesting events (staggered 20/30/50 schedules across the 2023–2025 grants) .

Employment Terms

Change-in-control and severance mechanics:

Double-trigger acceleration (change of control plus involuntary termination without cause or resignation for good reason within 12 months) applies to Gerst’s October 2020, February 2022, February 2023, and February 2024 options and RSUs .
As of 12/31/2024, hypothetical double-trigger acceleration:

Instrument	Shares accelerated	Estimated value ($)
RSUs	43,349	1,554,495 (at $35.86)
Options	317,070	$0 (all unvested option strikes > $35.86 at 12/31/2024)

Clawback: Company adopted a Dodd-Frank/Nasdaq-compliant Compensation Recovery Policy in August 2023 covering incentive compensation tied to financial reporting measures for the three years preceding an accounting restatement .
Related party transactions: None requiring disclosure since start of 2024; Audit Committee oversight in place .

Compensation Structure Notes

Mix: Gerst’s pay emphasizes at-risk equity (options plus RSUs) relative to fixed salary; 2024 grants totaled $2.75M in grant-date fair value ($900k RSUs, $1.85M options) .
Annual bonus calibration: Corporate profitability (adjusted EBITDA percentage) gates payouts; in 2024, under-target results capped payouts at 64% before individual factor (Gerst 91.48%), yielding $190,277 .
Broader governance signal: Say-on-pay support at the 2024 meeting was ~65%, and the Compensation Committee responded for 2025 by increasing performance equity and reducing option mix for executives (notably adding PRSUs beyond CEO) .

Director/Board Governance (context)

Committee oversight: Compensation/Stock Option Committee is fully independent; uses Pay Governance as independent consultant; executive stock ownership guidelines enforced .
Insider trading controls: Quiet periods and prohibitions on hedging/pledging/short sales for executives .

Investment Implications

Pay-for-performance alignment: 2024 corporate profitability missed the adjusted EBITDA target (17.1% vs 19.6%), capping incentive payouts—Gerst’s bonus was materially below target, consistent with design .
Selling pressure: Most of Gerst’s unvested options were underwater at 12/31/2024, limiting exercise-driven selling; watch RSU vesting cohorts (6,464; 14,065; 22,820) for routine sell-to-cover activity over the 20/30/50 schedules beginning in 2023–2025 .
Retention risk: Substantial unvested equity (RSUs and multi-year option tranches) and double-trigger protections create retention hooks; RSU acceleration value at change-in-control was ~$1.55M at year-end prices, while unvested options had no intrinsic value then, tempering golden-parachute risk for options unless the stock appreciates .
Alignment and governance: Executive ownership guidelines (2x salary) and restrictions on hedging/pledging support alignment; say-on-pay at ~65% suggests ongoing investor scrutiny of incentive design, but 2025 program changes (more PRSUs, fewer options) may improve alignment optics over time .