Joerg Kuechen
COGNEXAbout Joerg Kuechen
Joerg Kuechen, 54, is Chief Technology Officer at Cognex; he joined via the 2003 acquisition of Gavitec AG (which he founded), was appointed CTO in June 2022, oversees the patent review board, and holds an MBA from the University of Chicago Booth and a B.S. in Communications Engineering from RWTH Aachen University . Company performance context under his tenure as CTO: in 2024, revenue grew 9% year-over-year (1% ex-Moritex), gross margin was 68.4% (down ~3pp), and operating margin was 13% as the company invested in sales transformation and integrated Moritex; adjusted EBITDA percentage used for bonuses finished at 17.1% vs a 19.6% target . Over the 2019–2024 measurement window, a $100 investment in Cognex stock was worth $69.20 at FY2024 year-end versus $114.14 for the peer index (Nasdaq SIC 3820-3829 index) . Executive incentives are tied primarily to adjusted EBITDA percentage and individual goals for annual cash bonuses, with multi-year equity vesting; beginning in 2025, PRSUs tied to financial metrics were extended to executive officers beyond the CEO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gavitec AG | Founder | Pre-2003–2003 | Built mobile data capture business acquired by Cognex in 2003 |
| Cognex | Advanced Vision Technology leadership; acquisitions integration | 2003–2022 | Led acquisition and integration of several technology businesses; built advanced vision capability |
| Cognex | Chief Technology Officer | 2022–present | Oversees technology strategy and patent review board |
External Roles
- No public-company directorships or external board roles disclosed for Kuechen in the proxy biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 296,923 | 310,154 | 330,177 |
| Approved Annual Base ($) | — | — | 330,000 (approved for 2024; +6% vs 2023 approved) |
| Target Bonus ($) | — | 210,000 (target amount shown for 2023) | 225,000 |
| Implied Target Bonus (% of 2024 base) | — | — | ~68% (225,000 / 330,000) |
| Actual Cash Bonus Paid ($) | 72,520 | 15,717 | 142,613 |
| All Other Compensation ($) | 26,035 | 8,042 | 33,889 (incl. $25,000 Perseverance Award) |
2024 bonus mechanics: company adjusted EBITDA % target 19.6% vs actual 17.1% produced a 64% corporate achievement factor; Joerg’s individual achievement was 99.04%, yielding $142,613 .
Performance Compensation
2024 Annual Cash Bonus – Calculation Inputs
| Component | Target | Actual | Payout impact |
|---|---|---|---|
| Adjusted EBITDA % (company) | 19.6% | 17.1% | Corporate achievement = 64% of target bonus |
| Individual goals | Not disclosed (80% objective / 20% subjective for NEOs) | 99.04% for Kuechen | Multiplies corporate achievement to determine payout |
| Resulting 2024 cash bonus ($) | $225,000 target | — | $142,613 paid |
2024 Equity Grants (awarded Feb 20, 2024)
| Instrument | Grant date | Shares/Options | Exercise Price | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs | 2/20/2024 | 17,749 | — | 700,021 | 20%/30%/50% on 2/20/2025, 2/20/2026, 2/20/2027 |
| Stock options | 2/20/2024 | 89,103 | 39.44 | 1,300,013 | ~5 equal annual installments beginning 2/20/2025 |
- 2025 update: PRSUs tied to multi-year financial targets granted to executive officers (beyond CEO) with a three-year measurement period .
Multi‑Year Summary Compensation (NEO table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 296,923 | 545,013 | 1,855,419 | 72,520 | 26,035 | 2,795,910 |
| 2023 | 310,154 | 592,375 | 1,199,603 | 15,717 | 8,042 | 2,125,891 |
| 2024 | 330,177 | 700,021 | 1,300,013 | 142,613 | 33,889 | 2,506,713 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/28/2025) | 273,723 shares; less than 1% of class |
| Right to acquire within 60 days | 265,732 shares via options/RSUs vesting/exercisable within 60 days |
| Shares outstanding reference | 169,370,136 shares outstanding as of record date (for % calc) |
| Unvested RSUs at 12/31/2024 | 4,229 (2022 grant; $151,652 MV), 10,168 (2023; $364,624), 17,749 (2024; $636,479) |
| Key option holdings (selected) | 64,000 ex + 16,000 unex @ $50.94; 17,692 ex + 11,794 unex @ $90.50; 19,812 ex + 29,718 unex @ $64.43; 39,894 unex @ $47.95; 13,552 ex + 54,207 unex @ $47.21; 89,103 unex @ $39.44 |
| Option vesting schedules (summary) | Most options vest ~20% per year over 5 years; select grants with two equal installments (e.g., 8/4/2022) |
| Stock ownership guidelines | Executives (other than CEO) expected to hold 2× base salary in qualifying shares within five years; Board reports satisfactory progress toward compliance |
| Hedging/pledging | Hedging prohibited; pledging by directors/executive officers prohibited without Compensation Committee approval |
Employment Terms
- Change of control (CoC): Kuechen’s Aug 2022 options and Feb 2023/2024 options and RSUs accelerate on a “double trigger” (CoC plus involuntary termination without cause or resignation for good reason within 12 months) .
- Estimated acceleration amounts if CoC on 12/31/2024 and double trigger occurred: 27,917 RSUs would accelerate (valued at $1,001,104 at $35.86 close); 183,204 options would accelerate (all were underwater at $35.86 and thus had no intrinsic value) .
- Severance multiples, non-compete, non-solicit, and employment term specifics for Kuechen were not disclosed in the proxy; only equity treatment upon CoC is addressed .
Performance & Track Record
- Technology leadership: Founded Gavitec; at Cognex led the acquisition and integration of several technology businesses; currently leads the patent review board .
- 2024 operating context: Cognex infused AI into more products, transformed and expanded its sales force, integrated Moritex (largest acquisition), returning $119M to shareholders; revenue +9% YoY (1% ex Moritex), operating margin 13% .
- Incentive performance linkage: 2024 adjusted EBITDA % achieved 17.1% vs 19.6% target, gating executive bonuses below target levels .
Compensation Committee, Peer Benchmarking, Say‑on‑Pay
- Peer group used for benchmarking includes 14 tech and industrial technology names (e.g., PTC, Trimble, Zebra, Novanta, Coherent, Onto Innovation, Symbotic) .
- 2024 say‑on‑pay approval ~65%; shareholder feedback drove 2025 changes (e.g., expanding PRSUs to executives, reducing option mix, more bonus disclosure) .
- Independent consultant Pay Governance advises the Compensation/Stock Option Committee; determined independent by the committee .
Compensation Structure Analysis
- Mix shift and risk: Kuechen’s equity mix remains option‑heavy with 5‑year vesting; many outstanding option tranches carry strikes above recent year‑end price, increasing alignment with long‑term value creation but reducing near‑term realizable value and limiting immediate selling pressure .
- Cash vs. performance pay: 2024 base $330k vs. target bonus $225k (~68% of base) reflects a program that puts significant pay at risk tied to company profitability (adjusted EBITDA %) and individual goals .
- Clawback and ownership: Dodd‑Frank compliant clawback policy and 2× salary ownership guideline support alignment and accountability; hedging is prohibited and pledging requires approval .
Related Party Transactions and Red Flags
- No related party transactions requiring disclosure since the beginning of 2024 .
- No disclosures of hedging or pledging by Kuechen; policy restricts such activity for executives .
- Executive equity award repricing or option modifications were not disclosed; 2024 awards followed fixed grant timing policies .
Equity Vesting & Potential Selling Pressure (Forward View)
- RSU cadence creates lumpy vesting: 20%/30%/50% over three years concentrates half of each grant’s shares on the third anniversary (e.g., 2022/2023/2024 grants vest 50% in 2025/2026/2027, respectively), a pattern that can create episodic supply as tranches vest .
- Options largely underwater as of 12/31/2024 (for unvested tranches), reducing near‑term exercise‑driven selling pressure; intrinsic value depends on future stock appreciation .
Equity Ownership & Outstanding Awards (Detail)
RSUs Unvested at 12/31/2024
| Grant Year | RSUs Unvested (#) | Market Value at $35.86 | Vesting Schedule |
|---|---|---|---|
| 2022 | 4,229 | $151,652 | 20%/30%/50% beginning 2/22/2023 |
| 2023 | 10,168 | $364,624 | 20%/30%/50% beginning 2/21/2024 |
| 2024 | 17,749 | $636,479 | 20%/30%/50% beginning 2/20/2025 |
Selected Option Holdings (12/31/2024)
| Series | Exercisable (#) | Unexercisable (#) | Strike ($) | Vesting Notes |
|---|---|---|---|---|
| 2/18/2030 grant | 64,000 | 16,000 | 50.94 | 5 equal annual installments beginning 2/18/2021 |
| 2/16/2031 grant | 17,692 | 11,794 | 90.50 | 5 approximately equal annual installments beginning 2/16/2022 |
| 2/22/2032 grant | 19,812 | 29,718 | 64.43 | 5 approximately equal annual installments beginning 2/22/2023 |
| 8/4/2032 grant | 0 | 39,894 | 47.95 | Two equal installments beginning 8/4/2026 |
| 2/21/2033 grant | 13,552 | 54,207 | 47.21 | 5 approximately equal annual installments beginning 2/21/2024 |
| 2/20/2034 grant | 0 | 89,103 | 39.44 | 5 approximately equal annual installments beginning 2/20/2025 |
Employment Terms – Change‑of‑Control (12/31/2024 snapshot)
| Item | Amount |
|---|---|
| RSUs that would accelerate (Double Trigger) | 27,917 shares |
| Value of RSUs that would accelerate (at $35.86) | $1,001,104 |
| Options that would accelerate (Double Trigger) | 183,204 shares |
| Value of options that would accelerate | $0 (all underwater at $35.86) |
Investment Implications
- Alignment: Kuechen’s pay mix is equity-heavy with multi-year vesting, and many outstanding options are out-of-the-money; this increases long-term alignment and retention but limits near-term realizable value and selling pressure absent share price appreciation .
- Incentive design: Annual cash incentive is tightly linked to profitability (adjusted EBITDA %) and individual milestones; 2024’s below-target corporate result limited payouts, signaling genuine pay-for-performance enforcement .
- Governance trajectory: 2025 program changes (expanding PRSUs to executives, reducing option concentration, more transparency) and stock ownership/clawback policies address shareholder feedback (65% say‑on‑pay support in 2024) and should further strengthen alignment and reduce governance risk .
- Retention: Significant unvested RSUs and long-dated, vesting options, plus double-trigger CoC protection, point to moderate retention risk; most value realization depends on executing technology roadmap (AI-driven products, integration) to drive top-line and margin improvement .