Robert J. Willett
COGNEXAbout Robert J. Willett
Robert J. Willett, 57, has served as a Director of Cognex since 2011 and was Chief Executive Officer from 2011 until June 27, 2025; he transitioned to Strategic Advisor to the CEO thereafter while remaining on the Board . He holds a B.A. from Brown University and an M.B.A. from Yale University, with prior leadership roles at Danaher’s Videojet Technologies, Danaher Product Identification, and as CEO of Willett International Ltd. . As of the March 2025 proxy, he was not independent due to his executive status; post-transition he remains an employee-advisor and director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognex Corporation | Chief Executive Officer; Director | CEO 2011–Jun 27, 2025; Director since 2011; Strategic Advisor from Jun 27, 2025 | Led AI integration and Moritex acquisition; long-tenured leadership; remains on Board |
| Danaher Corporation | VP, Business Development & Innovation (Product Identification) | Pre-2008 | Industry consolidation experience |
| Videojet Technologies (Danaher) | President | Pre-2008 | Coding/marking leadership |
| Willett International Ltd. | Chief Executive Officer | Pre-2003; sold to Danaher | Entrepreneurial, M&A execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clean Harbors, Inc. (CLH) | Director | Current (as of Mar 2025) | Public company board seat; potential interlock to monitor |
Board Governance
- Independence: The Board determined all directors except Robert J. Willett were independent under Nasdaq rules; Willett was an executive officer. Post-June 2025, he continues as an employee (Strategic Advisor), implying non-independence persists .
- Committee assignments: 2024 committees (Compensation/Stock Option, Audit, Nominating/Governance/Sustainability) were comprised entirely of independent directors; Willett is not listed as a committee member or chair in the committee roster .
- Attendance and engagement: The Board met five times in 2024; each director attended at least 75% of board and committee meetings while serving, and all directors attended the 2024 Annual Meeting .
- Leadership structure: CEO and Chairman roles are separated; Anthony Sun (independent) serves as Chairman and leads executive sessions of independent directors .
Fixed Compensation
| Metric | 2024 | 2025 Pre-Transition (to Jun 27) | 2025 Post-Transition |
|---|---|---|---|
| Base Salary ($) | $676,000 | $700,000 | $60,000 |
| Director Cash Retainer | None (employee director receives no board fees) | None | None |
| Target Bonus ($) | $1,200,000 | $1,250,000 (Pmax 250%) | Not eligible (except prorated 2025 bonus if paid in 2026) |
Performance Compensation
| Component | Details | Vesting/Performance Terms |
|---|---|---|
| Actual Annual Bonus (2024) | $703,343 | Based on Adjusted EBITDA % and individual goals; 2024 corporate achievement 17.1% vs 19.6% target → 64% corporate factor; Willett individual achievement 91.58% |
| Bonus Mechanics (2024) | Target $1.2M; Pmax 350% (reduced to 250% for 2025) | Cash bonus = Target × Corporate Achievement × Individual Achievement; capped by Pmax |
| PRSUs (Grant 2/20/2024) | Target 55,058 shares; grant-date fair value $2,150,015 | 3-year TSR vs S&P Composite 1500 Electronic Equipment, Instruments & Components index; 0% below 25th percentile, 50% at 25th, 100% at 55th, 150% at ≥75th; cap 100% if negative TSR |
| Options (Grant 2/20/2024) | 233,484 options @ $39.44; grant-date fair value $4,350,009 | Generally vest in five approx. equal annual installments starting Feb 20, 2025 |
| Prior PRSU Outcome (2022 Grant) | 0 PRSUs vested (below 25th percentile TSR) | 3-year measurement concluded; committee determined zero vesting |
| Change-of-Control Treatment | PRSUs: single-trigger immediate vesting with performance multiplier at deal date; Options/RSUs: double-trigger (CoC + involuntary termination within 12 months) | |
| Clawback Policy | Adopted Aug 2023; recovers incentive comp after accounting restatements per Nasdaq/SEC |
Other Directorships & Interlocks
- Clean Harbors (CLH) director since at least 2025; monitor for any Cognex transactions or shared governance with CLH. Cognex disclosed no related party transactions requiring SEC disclosure since the beginning of 2024, and the Audit Committee reviews all related party transactions .
Expertise & Qualifications
- Education: B.A. Brown University; M.B.A. Yale University .
- Technical/industry: Machine vision, industrial automation, product identification, M&A integration (e.g., Moritex acquisition) .
- Board qualifications: Executive leadership, sector expertise, prior public company governance via CLH .
Equity Ownership
| Ownership Measure (as of Feb 28, 2025 record date) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 1,008,798 (includes 15,804 in Willett Parkhill Investment Trust; pecuniary interest only) |
| Vested/vesting within 60 days (options/RSUs) | 992,994 shares |
| Ownership as % of Outstanding | Less than 1% (outstanding shares 169,370,136) |
| Outstanding PRSUs (targets; market value @ $35.86 12/31/2024) | 33,078 ($1,186,177); 46,033 ($1,650,743); 55,058 ($1,974,380) |
| Select Outstanding Options (examples) | 298,150 unexercisable @ $39.44 exp. 2/20/2034; multiple tranches exercisable with strike $38.39–$90.50 |
- Stock Ownership Guidelines: Employee directors must hold ≥3× base salary; directors have 5 years to comply; Board reports satisfactory progress as of Record Date .
- Pledging/Hedging: Prohibited for directors and executive officers (pledging only with committee approval); policy restricts exchange-traded options and short sales; no pledging disclosed for Willett .
Insider Trades and Trading Arrangements
| Item | Detail |
|---|---|
| Rule 10b5-1 Plan Adoption | Adopted May 6, 2025; plan term through Aug 4, 2026; provides for exercise/sale of up to 1,161,076 shares via vested options |
| Section 16(a) Compliance | Company believes directors/executives complied with Section 16(a) filings in FY 2024 |
Governance Assessment
- Effectiveness and independence: Willett’s continued employee status (Strategic Advisor) indicates he is not independent; he is not seated on independent-only committees, which mitigates direct influence on audit/compensation governance .
- Alignment and incentives: Compensation structure emphasizes long-term equity (options and PRSUs) and pay-for-performance; PRSUs tied to relative TSR, and recent PRSU tranche paid zero, reinforcing performance linkage .
- Shareholder signals: 2024 say-on-pay support was ~65%, prompting program changes (lower CEO Pmax, expansion of PRSUs to executives, more disclosure), indicating investor pressure and responsiveness .
- Ownership and trading: Significant beneficial holdings with structured 10b5-1 plan; no hedging/pledging disclosed; policy safeguards in place .
RED FLAGS
- Not independent director due to continued employee-advisor status, limiting board independence optics .
- Single-trigger PRSU vesting on change-of-control for CEO awards may be viewed unfavorably versus double-trigger standards (though time-based awards use double-trigger) .
- Say-on-pay approval at 65% in 2024 reflects investor concern over pay design and outcomes; monitoring 2025 results advisable .
Mitigating Factors
- Separation of Chair and CEO roles; independent-only committees; explicit clawback; prohibition on hedging/pledging; robust ownership guidelines .