Dianne M. Parrotte
COGNEXAbout Dianne M. Parrotte
Dianne M. Parrotte, M.D., M.P.H., age 75, is an independent director of Cognex Corporation, serving since 2018 (and previously in 1981–1982). She has been an independent consultant on human resource matters involving employee health and wellness since 1995; prior roles include chief of occupational health at Bath Iron Works (1989–1995) and on-site Medical Director at Polaroid Corporation (1982–1988). She is Board Certified in Occupational & Environmental Medicine and Internal Medicine, holds an M.P.H. from the Medical College of Wisconsin, an M.D. and B.A. from Boston University, and completed the Penn State Executive Program; she was also a trustee of the Shillman Foundation (2000–2018) and reappointed as a volunteer trustee in 2024 . The Board has determined she is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bath Iron Works (later acquired by General Dynamics) | Chief in charge of occupational health | 1989–1995 | Led occupational health programs in heavy industrial setting |
| Polaroid Corporation | On-site Medical Director | 1982–1988 | Managed employee health on-site at a major technology manufacturer |
| Independent Consultant | Consultant on HR matters involving employee health & wellness | Since 1995 | Advises corporations, law firms and insurers on health and wellness issues |
| Shillman Foundation | Trustee (volunteer trustee reappointed 2024) | 2000–2018; reappointed 2024 | Philanthropic governance experience |
| Cognex Corporation | Director | 1981–1982; 2018–present | Long-standing familiarity with Cognex’s history and culture |
External Roles
| Organization | Role | Tenure | Public Company Board Status |
|---|---|---|---|
| Public company boards (past 5 years) | — | — | None; no service on other public company or registered investment company boards disclosed |
| Shillman Foundation | Trustee (volunteer trustee in 2024) | 2000–2018; reappointed 2024 | Non-profit role; not a public company |
Board Governance
- Committee assignments:
- Compensation/Stock Option Committee: Member (Chair is John T.C. Lee)
- Nominating, Governance and Sustainability Committee: Member (Chair is Anthony Sun)
- Independence: Independent director under Nasdaq standards .
- 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 of Shareholders .
- Committee activity: Compensation/Stock Option Committee met three times in 2024 ; Nominating, Governance and Sustainability Committee met three times in 2024 .
- Compensation committee governance: Uses independent consultant Pay Governance (no conflicts; retained only by the committee) .
Fixed Compensation
| Year | Board Retainer (Cash) | Compensation Committee Member Fee (Cash) | Nominating/Governance Committee Member Fee (Cash) | Total Cash Fees Earned |
|---|---|---|---|---|
| 2024 | $50,000 | $8,000 | $5,000 | $63,000 |
Notes:
- Annual Chairman retainers do not apply to Dr. Parrotte (she is not a chair) .
Performance Compensation
| Element | Shares/Units | Grant Year | Grant Date Fair Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| RSUs (annual director grant) | 6,973 | 2024 | $275,015 | Vested in full on Feb 20, 2025 | All unvested director equity awards vest immediately upon a change of control |
| Unvested RSUs outstanding (12/31/2024) | 13,767 | — | — | Unvested as of year-end | Immediate vesting upon change of control |
| Stock options outstanding (12/31/2024) | 44,000 | — | — | Outstanding as of year-end | Not specified for directors in proxy; director equity generally vests on change of control |
Policy signals:
- Hedging and short sales are prohibited; exchange-traded options/derivatives are prohibited; pledging by directors requires Compensation/Stock Option Committee approval .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (past 5 years) | None disclosed |
| Interlocks/insider participation | Compensation Committee members (including Dr. Parrotte) did not serve as officers or employees; no business relationships with Cognex beyond board service (Dr. Lee’s company did business with Cognex on arm’s-length terms; no material interest) |
| Related party transactions | None requiring disclosure since the beginning of 2024; Audit Committee approves related party transactions |
Expertise & Qualifications
- Medical and occupational health expertise: Board Certified in Occupational & Environmental Medicine and Internal Medicine; former Fellow of the American College of Occupational and Environmental Medicine .
- Education: M.P.H., Medical College of Wisconsin; M.D., Boston University School of Medicine; B.A., Boston University; completed Penn State Executive Program .
- Human capital/organizational experience: Decades of advisory experience on employee health and wellness; leadership in industrial occupational health .
- Cognex culture knowledge: Long association with the company (director in 1981–1982; current director since 2018) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Record Date: Feb 28, 2025) | 66,194 shares |
| Percent of class | <1% |
| Options/RSUs exercisable/vesting within 60 days of Record Date | 44,000 shares (options/RSUs) |
| Options outstanding (12/31/2024) | 44,000 shares |
| Unvested RSUs outstanding (12/31/2024) | 13,767 shares |
| Director stock ownership guideline | 5x annual Board cash retainer (effective Feb 2024); measured annually; 5-year compliance window; all directors making satisfactory progress |
| Pledging/Hedging | Hedging prohibited; pledging requires committee approval |
| Section 16 compliance (2024) | In compliance for directors and officers |
Governance Assessment
-
Board effectiveness and engagement
- Independent director with dual committee service (Compensation and Nominating/Governance), supporting oversight of pay, succession, ESG, and board composition .
- Attendance met policy thresholds; Board met five times; she attended at least 75% of Board and committee meetings; participated in annual meeting attendance .
- Compensation Committee employs an independent consultant (Pay Governance), judged conflict-free; processes reflect benchmarking and governance best practices .
-
Alignment and incentives
- Director pay balanced between cash and equity; 2024 cash fees totaled $63,000 and RSUs granted worth $275,015 (6,973 units), vesting in one year—aligning long-term interests with shareholders .
- Stock ownership guidelines increased to 5x retainer, with satisfactory progress reported—strong alignment signal .
- No related-party transactions disclosed; strict insider trading/hedging/pledging policy reduces alignment risks .
-
Signals and potential red flags
- Immediate vesting of unvested director equity upon change of control (single-trigger)—common but can be viewed as less shareholder-favorable than double-trigger structures; note for governance sensitivity .
- 2024 say-on-pay support was ~65%, indicating investor scrutiny of executive compensation; as a Compensation Committee member, ongoing responsiveness (e.g., more performance-based equity, reduced CEO bonus max) is positive but merits continued monitoring .
Director Compensation Detail (2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $63,000 |
| Stock Awards (RSUs) | $275,015 (6,973 RSUs; vested Feb 20, 2025) |
| Option Awards | $0 (options previously outstanding) |
| Total Compensation | $338,015 |
Say-on-Pay & Shareholder Feedback (Context for Compensation Committee Oversight)
| Year | Say-on-Pay Approval | Committee Response |
|---|---|---|
| 2024 | ~65% of votes cast in favor | Reduced CEO bonus max for 2025; introduced PRSUs for executives tied to multi-year financial metrics; lowered relative weight of options; enhanced bonus disclosure |
Board Diversity Context
| Total Directors | Female | Male |
|---|---|---|
| 7 | 2 | 5 |
Overall, Dr. Parrotte presents as a low-conflict, independent director with strong human capital and occupational health expertise, reliable attendance, and equity-linked compensation consistent with Cognex’s alignment framework. Monitor the single-trigger change-of-control vesting for director equity and the Compensation Committee’s continued responsiveness to shareholder feedback on pay practices .