Marjorie T. Sennett
COGNEXAbout Marjorie T. Sennett
Independent director of Cognex since November 3, 2021 (serving a term ending in 2027) and Chair of the Audit Committee since May 3, 2023; age 64. She is a seasoned finance executive and investor: former Managing Director at Farallon Capital Management (eight years), former CFO at eGroups (co-led sale to Yahoo!) and Amylin Pharmaceuticals (led IPO and follow-on offerings). Recognized by Business Insider among “20 Women in Finance You Should Add to Your Company’s Board”; holds a B.A. from Vanderbilt University and an M.B.A. from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farallon Capital Management, LLC | Managing Director (public securities investing) | Eight years | Institutional investing expertise; portfolio oversight |
| eGroups, Inc. | Chief Financial Officer | Not disclosed | Co-led sale to Yahoo! (publicly held at the time) |
| Amylin Pharmaceuticals, Inc. | Chief Financial Officer | Not disclosed | Led IPO and multiple follow-on public offerings |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The diaTribe Foundation (private) | Director; Audit Committee Chair; Compensation Committee member | Current | Audit leadership; compensation oversight in mission-driven nonprofit |
| QuinStreet, Inc. (QNST) | Director; Audit Committee member | 2014–2018 | Public company board experience, audit oversight |
Board Governance
- Committee assignments: Audit Committee Chair; not listed as a member of Compensation/Stock Option or Nominating, Governance & Sustainability committees .
- Independence: Board determined all directors except the CEO (Willett) are independent under Nasdaq standards; all committee members were independent in 2024 .
- Audit committee expertise and remit: All members financially literate; Sennett qualifies as an “audit committee financial expert” under SEC rules. Audit oversees financial reporting, internal controls, related-party transactions, and cybersecurity risk reporting to the Board; held five meetings in 2024 .
- Attendance: Board met five times in 2024; each director attended at least 75% of Board and committee meetings while serving; all directors attended the 2024 Annual Meeting .
- Leadership and executive sessions: Independent Chairman (Anthony Sun) leads executive sessions of independent directors regularly; CEO and Chair roles separated to enhance oversight .
- Hedging/pledging policy: Directors and executive officers are prohibited from short sales and exchange-traded options; pledging Cognex stock requires Compensation/Stock Option Committee approval .
- Related-party transactions: Audit Committee must approve; none requiring disclosure since the beginning of 2024 .
Fixed Compensation
| Component | Amount/Terms | 2024 Cash Earned |
|---|---|---|
| Board annual cash retainer | $50,000 standard for non-employee directors | $50,000 |
| Audit Committee Chair retainer | $20,000 (inclusive of committee retainer) | $20,000 |
| Meeting fees | Not listed as a separate element in program | — |
| Total cash fees (2024) | Sum of retainers | $70,000 |
Performance Compensation
| Equity Element | Grant/Status | Detail | Value |
|---|---|---|---|
| RSUs (annual director grant) | 2024 grant: 6,973 RSUs; vested in full on Feb 20, 2025 | Immediate vesting upon “change of control”; grant date fair value methodology per Note 16 in 10-K | $275,015 grant date fair value |
| Unvested RSUs at 12/31/2024 | 13,767 RSUs outstanding | Director outstanding RSUs disclosed for year-end | N/A (count only) |
| Stock options | None outstanding for Sennett | Options outstanding table shows 0 for Sennett | — |
Directors’ equity awards are time-based RSUs; no director performance metrics (e.g., TSR or financial targets) are disclosed for director compensation. Change-of-control acceleration applies to unvested director RSUs .
Other Directorships & Interlocks
| Company | Listing | Role | Dates | Interlock/Conflict Notes |
|---|---|---|---|---|
| The diaTribe Foundation | Private | Director; Audit Chair; Compensation Committee member | Current | Not a Cognex customer/supplier; no related-party transactions disclosed |
| QuinStreet, Inc. (QNST) | Nasdaq | Director; Audit Committee member | 2014–2018 | Prior public board; no current interlocks disclosed |
| Current public company boards (besides Cognex) | — | — | — | None disclosed |
Expertise & Qualifications
- Audit committee financial expert designation; deep knowledge of corporate finance and financial reporting .
- Senior finance leadership at high-growth tech and biotech (CFO roles); capital markets execution (IPO, follow-ons, M&A) .
- Institutional investing background (Farallon MD) and recognition by Business Insider for board-relevant finance expertise .
- Education: B.A. Vanderbilt University; M.B.A. Stanford University .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership (as of Feb 28, 2025 record date) | 14,699 shares | Less than 1% of class |
| Unvested RSUs (12/31/2024) | 13,767 | Year-end outstanding RSUs |
| Options | 0 outstanding | No director options for Sennett |
| Pledging/Hedging | Prohibited (short sales and exchange-traded options); pledging requires committee approval | Company-wide insider trading policy |
| Director stock ownership guidelines | 5x annual Board cash retainer (raised from 3x to 5x in Feb 2024); 5-year compliance window; measured annually | All directors making satisfactory progress toward compliance as of record date |
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” qualification; robust audit remit including cybersecurity and related-party oversight; strong attendance; independent Board leadership; and restrictive hedging/pledging policy that aligns director behavior with shareholders .
- Alignment: Director pay tilts to equity via annual RSUs; stock ownership guidelines increased to 5x cash retainer in 2024, enhancing long-term alignment .
- Conflicts: No related-party transactions requiring disclosure since 2024; no current public-company interlocks disclosed for Sennett; ordinary-course transactions noted in proxy involve other directors (MKS Instruments, Visteon), not Sennett .
- Watch items: 2024 say-on-pay support for executives was 65%, indicating elevated investor scrutiny of compensation practices (not director-specific but relevant to overall governance); committee transparency and continued investor engagement are important signals .
Overall, Sennett’s profile supports investor confidence in audit rigor and financial oversight, with clear independence and equity alignment; no direct conflicts or attendance concerns are disclosed .