Mark Fennell
COGNEXAbout Mark Fennell
Mark T. Fennell is Vice President, Chief Legal Officer and Corporate Secretary at Cognex, leading the global legal organization with responsibilities spanning corporate governance and board matters, SEC and insider-trading compliance, commercial and corporate transactions, M&A, intellectual property, technology licensing, litigation, and employment law; he joined Cognex in 2017 after in-house roles at HeartWare International and Medtronic and began his career as a corporate attorney at Choate, Hall & Stewart LLP; he holds a J.D., magna cum laude, from the University of Notre Dame and a B.A., magna cum laude, from Boston College . He serves as Corporate Secretary in company proxy materials (e.g., signed the 2025 annual meeting notice) . Company performance context during his tenure: in FY 2024, revenue grew 9% y/y (1% ex-Moritex), operating margin was 13%, and adjusted EBITDA percentage target/actual were 19.6%/17.1%; Cognex returned $119M to shareholders via dividends and buybacks . In Q2 2025, Cognex reported revenue of $249M, operating margin of 17.4%, and adjusted EBITDA margin of 20.7% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cognex Corporation | Chief Legal Officer & Corporate Secretary | 2017–present | Leads global legal; responsibilities include governance, SEC compliance, commercial/corporate transactions, M&A, IP, licensing, litigation, employment law |
| Medtronic | In‑house counsel | Not disclosed | Not disclosed |
| HeartWare International | In‑house counsel | Not disclosed | Not disclosed |
| Choate, Hall & Stewart LLP | Corporate attorney | Not disclosed | Served primarily private equity clients |
External Roles
Not disclosed in company filings/biography reviewed .
Fixed Compensation
- Mr. Fennell was not a “named executive officer” (NEO) in the 2025 proxy covering FY 2024; Cognex’s Summary Compensation Table and related salary/bonus disclosures include the CEO and other NEOs but not Mr. Fennell, so his base salary, target bonus, and payouts are not disclosed .
- Cognex’s pay philosophy targets lower base salary (15th–25th percentile), median target bonus (45th–55th), higher equity (65th–75th), and total compensation 55th–75th (for executives generally) .
Performance Compensation
Program structure for executives (applies company‑wide; not Mark‑specific payouts):
| Component | Metric / Definition | 2024 Target | 2024 Actual | Payout mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate component | Adjusted EBITDA percentage (operating income % adjusted for amortization, depreciation, and specified items) | 19.6% | 17.1% | Caps bonus at 64% of target for all employees (i.e., (17.1–12.7)/(19.6–12.7) = 64%) | Annual cash bonus paid in Q1 of following year; must be employed on payment date |
| Individual component | 80% objective goals; 20% subjective goals, set annually; assessed by CEO/Committee | Not disclosed | Not disclosed | Multiplies within corporate cap (corporate achievement × individual achievement) | Annual |
| Pmax (over‑target) | Above‑target payout potential funded by portion of EBITDA above target; level‑specific caps set annually | Level‑specific | N/A in 2024 (below target) | CEO cap reduced to 250% for 2025; demonstrates governance response | Annual |
Equity program evolution for executive officers:
- PRSUs introduced for 2025 tied to multi‑year financial metrics beyond one year of grant, increasing long‑term performance linkage .
- Option weighting reduced from two‑thirds to one‑third of executive equity mix starting 2025, shifting toward RSUs/PRSUs .
- Equity grants generally follow fixed grant dates; options priced at closing price on grant date; quiet‑period safeguards applied .
Equity Ownership & Alignment
| Item | Policy detail |
|---|---|
| Executive stock ownership guideline | 2× base salary for executive officers other than CEO; 5‑year compliance window from adoption/hire/promotion; measured annually; as of the record date, the Board believes all executive officers are making satisfactory progress toward compliance . |
| Hedging/short sales | Short sales prohibited for all employees (violators subject to termination); directors and executive officers are prohibited from trading exchange‑traded options or other derivatives designed to hedge/offset Cognex stock exposure . |
| Pledging | Directors and executive officers are prohibited from pledging Cognex stock as collateral without Compensation/Stock Option Committee approval . |
| Trading windows | Insiders (including executive officers) prohibited from trading during designated quiet periods under Cognex’s insider‑trading policy . |
| Clawback | Board adopted a Dodd‑Frank compliant clawback in Aug 2023 requiring recovery of incentive‑based compensation received by an executive officer if Cognex must restate financials; covers cash and equity tied to financial reporting measures, with a three‑year look‑back from restatement trigger . |
| Rule 10b5‑1 plans (Q3’25 disclosure) | During Q3’25, adoption of Rule 10b5‑1 plans was disclosed for Laura MacDonald and Carl Gerst; no other officer trading arrangements were disclosed in that quarter . |
Note: Beneficial ownership, vested/unvested breakdown, and any pledged or hedged positions for Mr. Fennell were not disclosed in the reviewed filings .
Employment Terms
| Term | Detail |
|---|---|
| Change‑of‑control (CoC) treatment (as disclosed for NEOs) | For CEO PRSUs: single‑trigger vesting on CoC based on TSR percentile through the date immediately prior to CoC; for other specified NEOs: options and time‑based RSUs subject to double‑trigger acceleration (CoC plus involuntary termination within 12 months) as of 12/31/2024; these terms are described for the named executives in the proxy and are not Mark‑specific disclosures . |
| Ownership/insider policy | Quiet periods, hedging/derivative prohibitions, and pledging restrictions as noted above . |
| Clawback | As noted above; applies to executive officers . |
No Mark‑specific employment agreement, severance multiple, non‑compete, or golden‑parachute details were disclosed in the reviewed proxy/8‑K materials; executives’ bonus eligibility requires employment on payment date .
Performance & Track Record (Company context during Fennell’s tenure)
| Metric | FY 2024 | Q2 2025 |
|---|---|---|
| Revenue / growth | +9% y/y (1% ex‑Moritex) | $249M |
| Operating margin | 13% | 17.4% |
| Adjusted EBITDA % / margin | Target 19.6%; actual 17.1% (used for bonus program) | 20.7% (Adjusted EBITDA margin) |
| Capital returns | $119M returned (dividends + buybacks) | $0.08 dividend declared 7/30/25 |
Governance context and compensation oversight:
- 2024 Say‑on‑Pay approval was ~65%; in response, 2025 program changes included introducing PRSUs for executive officers and reducing the CEO Pmax ceiling, among other actions .
- Compensation/Stock Option Committee members (independent directors): John T.C. Lee (Chair), Dianne M. Parrotte, Anthony Sun .
Investment Implications
- Alignment: Fennell is subject to Cognex’s stock ownership guidelines (2× salary), hedging/derivative prohibitions, and limited pledging (approval required), which strengthen alignment and reduce hedging/pledging risk; clawback coverage further mitigates misconduct risk for incentive pay .
- Pay‑for‑performance: While Mark‑specific compensation is not disclosed (not an NEO), Cognex’s structure emphasizes at‑risk pay via EBITDA‑based cash bonuses and an equity mix shifting toward PRSUs with multi‑year financial targets starting 2025, which should tie realized pay more tightly to multi‑year performance for executive officers broadly .
- Selling pressure/insider activity: No 10b5‑1 plan adoption by Fennell was disclosed in Q3’25 (only MacDonald and Gerst were listed); continue monitoring Form 4s for any plan adoptions or notable sales that could signal liquidity or diversification needs .
- Retention/CoC: The proxy details double‑trigger acceleration for options/RSUs for specified NEOs and single‑trigger for CEO PRSUs; Mark‑specific severance/CoC terms were not disclosed, limiting visibility into his personal retention economics .
- Performance backdrop: Execution improved into 2025 (Q2 adjusted EBITDA margin >20%), while 2024 fell below EBITDA target, influencing bonus outcomes; the shift to PRSUs in 2025 may further align incentives with multi‑year targets as Cognex pursues AI/product initiatives under the new CEO .
References:
- Cognex Senior Management – Mark Fennell profile
- 2025 DEF 14A (filed 3/14/2025): executive comp philosophy, metrics, ownership/insider policy, clawback, committee, say‑on‑pay
- 2025 DEF 14A Notice signed by Corporate Secretary
- 2025 Q2 results 8‑K (7/30/2025)
- 2025 Q3 10‑Q Item 5 (Rule 10b5‑1 plans)
- 2025 DEF 14A executive summary (FY 2024 performance)