John T.C. Lee
COGNEXAbout John T.C. Lee
John T.C. Lee, 62, has served as an independent director of Cognex since May 4, 2022. He is President and Chief Executive Officer of MKS Instruments, Inc. and has served on the MKS Board since January 2020. Dr. Lee holds a B.S. from Princeton University and both an M.S.C.E.P. and a Ph.D. in Chemical Engineering from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MKS Instruments, Inc. | President & CEO; Director | Jan 2020–present | Executive leadership of a large public company; perspective from other public company board service |
| MKS Instruments, Inc. | Chief Operating Officer | 2016–2019 | Progressive leadership roles (2007–2020), operations expertise |
| Applied Materials; Lucent Technologies; AT&T Bell Labs | Various roles in semiconductor/solar and plasma processing research | Prior to 2007 | Technology and R&D experience in leading institutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Massachusetts High Technology Council | Board Executive Committee; Vice Chair; Chair | Member since 2021; Vice Chair 2021–2023; Chair since 2023 | Industry policy and governance experience |
| Massachusetts Opportunity Alliance | Co-Chair | Since 2024 | Community leadership |
Board Governance
| Committee | Role | 2024 Meetings/Notes |
|---|---|---|
| Compensation/Stock Option Committee | Chairman | Committee composed of independent directors; uses independent consultant Pay Governance; authors CD&A recommendation |
| Audit Committee | Member | Five meetings in 2024; oversees auditor, ICFR, cybersecurity; reviews and approves related-party transactions |
| Nominating, Governance & Sustainability | Not listed | Committee met three times in 2024; oversees ESG and board nominations |
- Independence: The Board determined Dr. Lee is independent under Nasdaq rules; it considered that MKS Instruments and Cognex have ordinary-course, arm’s-length transactions in which Dr. Lee has no material interest .
- Attendance: The 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 .
- Election: Re-elected at the April 30, 2025 Annual Meeting for a term ending in 2028; votes cast: For 130,341,867; Against 11,474,058; Abstained 1,679,505; Broker Non-Votes 12,937,506 .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Board annual cash retainer | 50,000 | Standard non-employee director retainer |
| Compensation/Stock Option Committee chairman retainer (inclusive) | 20,000 | Chair retainer includes committee cash retainer |
| Audit Committee member retainer | 10,000 | Member fee |
| Total cash received by Dr. Lee | 80,000 | As disclosed in Director Compensation Table—2024 |
- Director fees are reviewed against peers; Pay Governance engaged to benchmark 2024 director compensation .
- Director stock ownership guidelines increased in Feb 2024 to 5x annual cash retainer for non-employee directors; five-year compliance window; all directors making satisfactory progress as of the Record Date .
Performance Compensation
| Equity Award (2024) | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs (annual director grant) | 6,973 | 275,015 | Vested in full on Feb 20, 2025; director RSUs vest immediately upon change of control |
| Performance Metrics | Disclosure |
|---|---|
| Equity award metrics | None disclosed for directors; RSUs are time-based (service vesting) |
- Unvested RSUs outstanding (12/31/2024): Dr. Lee 13,481; Options outstanding (12/31/2024): Dr. Lee 0 .
- Equity awards use grant-date fair value methodology per Note 16 to 2024 Form 10-K .
Other Directorships & Interlocks
| Company | Listing | Role | Since | Interlock/Transactions |
|---|---|---|---|---|
| MKS Instruments, Inc. | Nasdaq: MKSI | President & CEO; Director | Jan 2020 | Cognex has done business with MKS (and Visteon) via arm’s-length, ordinary-course transactions; Board determined no material interest for Dr. Lee |
- Compensation Committee interlocks: In 2024, Dr. Lee, Dr. Parrotte, and Mr. Sun served; no member was an officer or employee of Cognex; aside from Dr. Lee’s MKS role noted above, no other business relationships or affiliations with Cognex beyond board service .
Expertise & Qualifications
- Executive leadership of a large public company; semiconductor and technology industry depth; international experience .
- Education: B.S. Princeton; M.S.C.E.P. and Ph.D. MIT, all in Chemical Engineering .
- Technology history: roles at Applied Materials, Lucent Technologies, AT&T Bell Labs .
Equity Ownership
| Item (Record Date: Feb 28, 2025) | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 11,735 | Less than 1% of class |
| Unvested RSUs outstanding (12/31/2024) | 13,481 | Director RSUs |
| Options outstanding (12/31/2024) | 0 | Directors’ option balance for Dr. Lee |
| Pledging/Hedging | None disclosed; company policy prohibits pledging without Compensation Committee approval; prohibits short sales and derivative hedging by directors/executives |
Governance Assessment
- Board effectiveness: Dr. Lee chairs the Compensation/Stock Option Committee and serves on Audit, bringing CEO-level perspective and semiconductor industry expertise to compensation oversight and financial risk, including cybersecurity and related-party review .
- Independence and conflicts: Independence affirmed despite Cognex’s ordinary-course transactions with MKS; Audit Committee explicitly reviews and approves related-party transactions, and directors are subject to strict trading and pledging prohibitions—mitigating conflict risk .
- Alignment: Strong equity component to director pay (RSUs, $275,015 grant-date value in 2024; time-vested), and elevated ownership guideline (5x annual cash retainer) supports long-term alignment; Dr. Lee’s beneficial ownership is <1%, consistent with external CEO-director profiles at companies of Cognex’s size .
- Engagement signal: Re-elected in 2025 with 130.3M “For” votes; overall annual meeting participation high, with directors meeting attendance thresholds and attending the annual meeting—supportive of investor confidence .
RED FLAGS
- Potential interlock: Dr. Lee’s CEO role at MKS intersects with Cognex’s arm’s-length transactions with MKS; however, the Board determined no material interest and maintained independence; continued Audit Committee oversight of related-party transactions is prudent .