Sachin Lawande
COGNEXAbout Sachin Lawande
Sachin Lawande (age 57) has served as an independent director of Cognex Corporation since January 1, 2021. He is President and Chief Executive Officer of Visteon Corporation and previously led Harman International’s largest division with nearly $3B in annual sales; he holds a B.S. from Bombay University and an M.S. in Electrical and Electronics Engineering from Southern Illinois University at Edwardsville . Cognex’s Board has determined Mr. Lawande is independent under Nasdaq standards; while Cognex has done business with Visteon, transactions were arm’s-length and he has no material interest in them .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harman International Industries | President of largest division (~$3B sales); various leadership roles | ~2005–2015 | Led growth in automotive electronics; large P&L leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Visteon Corporation (Nasdaq: VC) | President & CEO; Director | CEO since 2015; Director since 2015 | Global automotive cockpit electronics supplier |
| DXC Technology Company | Director | 2015–Aug 2020 | Prior board service |
Board Governance
- Committee assignments: Audit Committee member; Nominating, Governance & Sustainability (NGS) Committee member .
- Independence: Board determined Mr. Lawande is independent; Cognex has conducted ordinary-course, arm’s-length transactions with Visteon in which he has no material interest .
- Attendance: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings during their service period; all directors attended the 2024 Annual Meeting .
- Board leadership and executive sessions: Independent Chairman (Anthony Sun) leads regular executive sessions of independent directors .
- Related parties oversight: Audit Committee reviews and must approve related party transactions; none required disclosure since the beginning of 2024 .
- Hedging/pledging policy: Directors are prohibited from short sales and exchange-traded options; pledging requires Compensation/Stock Option Committee approval .
Fixed Compensation
| Year | Cash Retainer (Board) | Committee Membership Fees | Committee Chair Fees | Total Cash Fees | Notes |
|---|---|---|---|---|---|
| 2024 | $50,000 | Audit $10,000; NGS $5,000 | None | $65,000 | Cognex pays annual retainers; chair retainers apply if applicable |
Performance Compensation
| Year | Equity Type | Grant Detail | Grant Date Fair Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| 2024 | RSUs | 6,973 RSUs granted to each non-employee director | $275,015 | Vested in full on Feb 20, 2025 | Director RSUs vest immediately upon a “change of control” as defined; time-based awards (no performance metrics) |
No performance metrics are tied to director equity awards; they are time-based and intended to align directors with long-term shareholder value .
Other Directorships & Interlocks
| Counterparty | Relationship to Cognex | Potential Interlock/Conflict Consideration |
|---|---|---|
| Visteon Corporation | Cognex has done business with Visteon | Board determined independence; transactions are arm’s-length; Audit Committee oversees related party review; no related party transactions requiring disclosure |
Expertise & Qualifications
- Executive leadership: Public company CEO with international manufacturing and engineering experience (India, global) .
- Industry domain: Automotive electronics, technology, and software; large-scale operations and P&L .
- Technical credentials: Electrical/Electronics engineering degrees; deep technology background relevant to Cognex’s markets .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Options (Exercisable/Unexercisable) | Unvested RSUs (12/31/24) | Notes |
|---|---|---|---|---|---|
| Sachin Lawande | 17,194 shares | <1% | 0/0 | 13,767 | Director stock ownership guideline: 5x annual Board cash retainer; all directors making satisfactory progress toward compliance |
Governance Assessment
- Strengths:
- Independent director with dual committee service (Audit; NGS), supporting risk oversight and ESG governance .
- High engagement baseline: met ≥75% attendance in 2024; full Board attendance at annual meeting .
- Pay structure emphasizes alignment: meaningful annual RSU grant; director compensation mixes cash + equity; stock ownership guidelines increased to 5x annual retainer in 2024 .
- Conflict controls: Arm’s-length dealings with his employer (Visteon), formal Audit Committee review of related party transactions, and restrictive hedging/pledging policy .
- Watch items / potential risks:
- External CEO role at Visteon overlaps with Cognex’s customer/supplier ecosystem; while deemed immaterial, ongoing monitoring of any expanded transactions is prudent .
- Broader compensation governance signals: 2024 say-on-pay support was 65%, prompting program changes (e.g., more performance-based equity to executives); while not about director pay, it indicates active shareholder scrutiny of pay practices .
- Director Compensation Summary (2024): $65,000 cash fees; $275,015 RSU grant; options none; total $340,015 . This is consistent with peer-aligned, equity-heavy director pay design and clear vesting provisions .
RED FLAGS: None disclosed for Mr. Lawande regarding related-party transactions, pledging/hedging, attendance shortfalls, or option repricing; independence affirmed despite commercial ties with Visteon .