Dennis Fehr
COGNEXAbout Dennis Fehr
Dennis S. Fehr, 44, was appointed Senior Vice President of Finance and Chief Financial Officer of Cognex effective May 3, 2024, leading global finance (accounting, FP&A, tax, IR, internal audit, treasury) and IT . Previously CFO of 6K Inc.; CFO of Fluence Energy (2018–2022) where he helped lead its 2021 IPO; earlier VP Finance at Siemens (2014–2017) with prior finance roles across Siemens entities (2003–2014). He holds a bachelor’s degree in Business Administration from Cooperative State University Villingen-Schwenningen and serves on the board of the German International School Society of Washington, D.C. since 2019 . Fehr signs Cognex’s quarterly results 8-Ks in 2025 as CFO, evidencing current role continuity . The proxy indicates the company’s PRSU performance multiplier was zero as of Dec 31, 2024 (TSR below the threshold for that measurement period), framing the pay-for-performance environment he operates in .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 6K Inc. | Chief Financial Officer | Most recent prior to Cognex (before May 2024) | CFO of manufacturing tech company in battery supply chain/additive materials |
| Fluence Energy, Inc. (NASDAQ: FLNC) | Chief Financial Officer | 2018–2022 | Helped lead 2021 IPO; JV roots in Siemens and AES |
| Siemens AG (global roles) | Vice President of Finance | Nov 2014–Dec 2017 | Senior finance leadership |
| Siemens (Germany, Indonesia, China) | Various finance positions | 2003–2014 | International finance experience across multiple geographies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| German International School Society of Washington, D.C. | Board of Directors | 2019–present | Governance role at educational non-profit |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | $290,500 | 2024 salary presented in year earned |
| Target Bonus ($) | $350,000 | Set by Compensation/Stock Option Committee |
| Actual Bonus Paid ($) | $246,603 | Non-Equity Incentive Plan Compensation |
| All Other Compensation ($) | $7,686 | Group term life and 401(k) match |
Performance Compensation
Annual Bonus Structure (FY 2024)
| Component | Metric | Threshold | Target | Maximum | Actual Payout |
|---|---|---|---|---|---|
| Annual Company Bonus | Adjusted operating income as % of revenue (“adjusted EBITDA percentage”) | $0 | $350,000 | $787,500 | $246,603 |
Notes:
- Program focuses on profitability; capped for director-level and above (includes NEOs) .
- Bonus eligibility requires company to achieve Board-set financial goals tied to adjusted EBITDA percentage .
2024 Equity Grants (Grant Date: May 6, 2024)
| Award Type | Shares/Units | Grant-Date Fair Value ($) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| RSUs | 17,982 | $800,019 | — | — | 20% on 2025-05-06; 30% on 2026-05-06; 50% on 2027-05-06; final tranche contingent on relocation to Massachusetts by 2026-10-31 |
| Stock Options | 92,092 | $1,700,018 | $44.49 | 2034-05-06 | Two equal annual installments beginning 2028-05-06 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,570 shares; <1% of class as of record date (Feb 28, 2025) |
| Shares Outstanding (for % calc context) | 169,370,136 |
| Unvested RSUs | 17,982 units; market value $644,835 as of 2024-12-31 (at $35.86 close) |
| Options (Unexercisable) | 92,092 options at $44.49; expire 2034-05-06 |
| In-the-Money Value (Unvested Options) | $0 as of 2024-12-31; all unvested options had exercise prices above $35.86 |
| Stock Ownership Guidelines | 2x base salary for executive officers; 5 years to comply; Board reports “satisfactory progress” toward compliance |
| Pledging/Hedging Policy | Hedging and short sales prohibited; pledging prohibited without Compensation/Stock Option Committee approval |
Employment Terms
- Appointment and Role: Senior Vice President of Finance and Chief Financial Officer effective May 3, 2024; leads finance and IT functions .
- Change-of-Control and Vesting:
- Double Trigger applies to Fehr’s time-based RSUs and stock options: immediate vesting upon both a change of control and involuntary termination within 12 months (without cause or for good reason) .
- Definitions: “Cause” includes willful failure to perform or misconduct materially injurious to Cognex; “Good reason” includes material diminution of duties or relocation >50 miles .
- Clawback: Compensation Recovery Policy adopted Aug 2023; requires recovery of incentive compensation following accounting restatements per SEC/Nasdaq rules .
- Severance Multiples / Non-compete / Garden Leave: Not disclosed in proxy.
Accelerated Vesting Upon Change of Control (as of 2024-12-31)
| Award | Units Accelerating | Value ($) |
|---|---|---|
| RSUs | 17,982 | $644,835 |
| Stock Options | 92,092 | $0 (out-of-the-money at $35.86) |
Compensation Committee and Peer Practices
- Oversight: Compensation/Stock Option Committee administers executive compensation and stock plans; reviews ownership guideline compliance .
- Consultant: Pay Governance LLC engaged since 2020; certified independent; provides market data, design analyses, and governance updates .
Performance & Track Record
- Prior Value Creation: Helped lead Fluence Energy’s IPO in 2021 as CFO .
- 2025 CFO Continuity: Signed Q1, Q2, and Q3 2025 8-K results releases for Cognex as CFO .
- TSR Context: Company PRSU multiplier was zero as of 2024 year-end, indicating TSR below payout threshold for that measurement period .
Investment Implications
- Compensation alignment: Mix skews to stock options plus RSUs; options vest starting 2028, aligning Fehr’s upside with long-term stock appreciation, while RSUs vest through 2027 with a relocation contingency supporting retention and regional alignment . Bonus is tied to profitability via adjusted EBITDA percentage, reinforcing operational discipline .
- Retention risk: Multi-year vesting (2025–2027 for RSUs; 2028–2029 for options) and Double Trigger change-of-control protection lower near-term departure risk; relocation condition adds stickiness through late 2026 .
- Selling pressure: As of 2024-12-31, Fehr’s unvested options were underwater, reducing incentive to exercise near-term; RSU vest dates (around May 6 each year) are potential supply events but volumes are modest relative to outstanding shares .
- Alignment and governance: Ownership guidelines (2x salary over five years) with board monitoring, plus prohibitions on hedging/short sales and restricted pledging, support shareholder alignment and mitigate red flags .
- Change-of-control economics: RSUs would accelerate (value dependent on price at event); options accelerate but only carry value if in-the-money, tempering windfall risk .