Angelo Lopresti
IPG PHOTONICSAbout Angelo Lopresti
Angelo P. Lopresti, age 61, is IPG Photonics’ Senior Vice President, General Counsel and Secretary. He has served as General Counsel and Secretary since February 2001 and was promoted to Senior Vice President in February 2013. He holds a B.A. in Economics from Trinity College and a J.D. from New York University School of Law. Prior to IPG, he was a partner at Winston & Strawn (1999–2001), and Hertzog, Calamari & Gleason (1998–1999) and an associate there (1991–1998). In 2016–2018, he served on the board of Coastway Bancorp, Inc. .
Company performance context: 2024 net sales declined 24% amid industrial demand weakness; cash from operations was $248M and the company ended 2024 with ~$930M cash and no debt; IPG repurchased $344M of stock. Compensation outcomes reflected this environment, with annual incentives reduced and multi-year PSUs vesting below target or not at all .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Winston & Strawn LLP | Partner | 1999–2001 | Complex corporate and legal advisory groundwork prior to joining IPG |
| Hertzog, Calamari & Gleason | Partner | 1998–1999 | Litigation/corporate practice leadership |
| Hertzog, Calamari & Gleason | Associate | 1991–1998 | Foundational legal experience supporting future GC responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coastway Bancorp, Inc. | Director | 2016–2018 | Bank board governance experience prior to acquisition by HarborOne Bancorp |
Fixed Compensation
Multi-year reported compensation (USD) for Angelo Lopresti:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 485,500 | — | 1,869,006 | 242,800 | 10,350 | 2,607,656 |
| 2023 | 485,500 | — | 1,334,917 | 92,245 | 9,900 | 1,922,562 |
| 2022 | 469,100 | — | 1,289,844 | 244,100 | 9,150 | 2,015,806 |
Key findings:
- Cash remained modest vs equity; 2024 total pay $2.61M with majority in stock awards. Annual bonus paid at 62.5% of target under a revised plan reflecting macro weakness .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
IPG originally set two financial metrics (50% net sales, 50% adjusted EBIT) but in August 2024 revised the plan to focus solely on 2H 2024 net sales and capped payouts at 62.5% of original target . Angelo’s AIP details:
| Component | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Net Sales (2H 2024) ($M) | 75% (corporate) | 385 | 428 | 471 | 467 | Corporate achieved; capped under revised plan |
| Personal Goals | 25% | — | — | — | 100% achievement | Included in final award |
| Final Award ($) | — | — | $388,400 target | — | — | $242,800; 62.5% of target |
Original AIP metrics and weighting (50% net sales; 50% adjusted EBIT) were superseded by the Revised AIP due to macro uncertainty and strategic actions (Russia exit, cost actions) .
Long-Term Incentives (LTIs) – 2024 Grants and Design
- RSUs: 50% of LTI; vest annually over 3 years starting March 1, 2025 .
- PSUs: 50% of LTI split evenly between Organic Revenue Growth and Operating Margin; earned based on annual performance over a three-year period (Jan 1, 2024–Dec 31, 2026), vesting/cliff in March 2027; threshold payout lowered to 25% from 60% .
Angelo’s 2024 equity grants:
| Grant Type | Annual RSUs (#) | PSUs – Operating Margin (target #) | PSUs – Organic Revenue Growth (target #) | Enhanced LTI RSUs (#) | Enhanced LTI PSUs – Op Margin (#) | Enhanced LTI PSUs – Org Rev (#) |
|---|---|---|---|---|---|---|
| 2024 Awards | 7,719 | 3,859 | 3,859 | 3,088 | 1,544 | 1,544 |
Historical PSU outcomes indicating pay-for-performance:
- 2021 PSUs: OCF/Adjusted Net Income vested at 66.3%; Relative TSR PSUs = 0% .
- 2022 PSUs (vesting in 2025): 0% earned as performance was below threshold .
Equity Ownership & Alignment
Ownership, outstanding awards, and policies:
| Item | Detail |
|---|---|
| Beneficial Ownership | 8,657,161 shares owned; rights to acquire 26,371; total 8,683,532 (20.3% of outstanding as of 3/31/2025). Includes shares held by Gapontsev Trusts where Mr. Lopresti is trustee . |
| Unvested RSUs (12/31/2024) | 10,806 units; market value $785,812 at $72.72/share . |
| Unearned PSUs (12/31/2024) | 2,701 units shown at threshold; market/payout value $196,417 at $72.72/share . |
| Options (exercisable) | Multiple legacy grants exercisable; examples: 5,661 @ $97.65 exp. 2/25/2025; 5,861 @ $81.89 exp. 2/18/2026; 7,184 @ $119.50 exp. 2/17/2027; 5,786 @ $239.72 exp. 2/22/2028; 7,540 @ $154.88 exp. 2/15/2029 . |
| Anti-Hedging/Pledging | Hedging and pledging of company stock prohibited for directors and officers . |
| Ownership Guidelines | Senior executives required to hold at least 2x salary; as of 12/31/2024 all NEOs exceeded or were within phase-in compliance . |
| 10b5-1 Plans (selling pressure) | Terminated a plan (up to 10,000 shares; 6/13/2024–6/12/2025) and entered a new plan (up to 10,000 shares; 3/17/2025–12/1/2025), subject to price thresholds . |
Employment Terms
Severance, change-in-control (CIC), and restrictive covenants (for NEOs, including Angelo):
| Provision | Terms |
|---|---|
| Involuntary Termination (no CIC) | 18 months salary continuation; pro-rata bonus based on actual performance; up to 18 months COBRA reimbursement; accelerated vesting of awards that would vest within 12 months post-termination (CEO terms differ) . |
| CIC + Involuntary Termination (double-trigger) | 24 months salary and health benefits; pro-rata bonus for year of termination plus 2x average annual bonus of prior 3 years; full vesting of all equity at target (PSUs at target) . |
| Golden Parachute Tax | No excise tax gross-up; “best after-tax” reduction applies . |
| Death/Disability | Pro-rata bonus; RSUs vest in full on death; PSUs vest at target on death; disability leads to full RSU vesting and pro-rated PSUs at actual performance (post-2021 grants); earlier grants forfeited on disability . |
| Non-Compete/Non-Solicit | Non-compete for 1 year and non-solicit for 18 months post-termination; company pays base salary during enforced non-compete (capped at 1 year) . |
| Clawbacks | Dodd-Frank compliant clawback for restatements (covers cash/equity incentive pay for 3 years prior to restatement); legacy misconduct-based clawback remains; award agreements include forfeiture for competing/disclosing/soliciting . |
Severance value illustrations (as of 12/31/2024) for Angelo (company-estimated):
- Termination without cause/for good reason: $1,519,250 total (salary/benefits, incentive severance, equity acceleration) .
- CIC double-trigger: $4,678,555 total .
- Death: $2,936,858; Disability: $1,898,271; Non-renewal: $728,300 .
Compensation Structure Notes
- 2024 pay program emphasized pay-for-performance; at-risk compensation for NEOs ~79% on average (ex-CEO) .
- Stockholder-minded practices: no excise tax gross-ups, no single-trigger CIC, anti-hedging/pledging, clawbacks, independent compensation consultant, no option repricing .
- Peer group used for context (not strict percentile targeting): Advanced Energy, Cognex, Coherent, IDEX, ITT, Lumentum, MKS, Novanta, Onto Innovation, etc. Adjusted in 2024 to add Allegro MicroSystems and OSI Systems; National Instruments removed post-acquisition .
- Say-on-pay approval: >96% in 2024 .
Investment Implications
- Alignment: Very high beneficial ownership at 20.3% (through trustee roles over Gapontsev Trusts) plus meaningful unvested equity suggests strong long-term alignment and potential influence on governance outcomes; pledging is prohibited, reducing alignment risk .
- Performance sensitivity: AIP revised and capped in 2024; PSUs historically paid below target (0–66.3%), reinforcing pay-for-performance discipline amidst demand softness—limiting windfalls during downturns .
- Selling pressure: Two sequential Rule 10b5-1 plans to sell up to 20,000 shares across 2024–2025 indicate planned liquidity events; monitor execution vs market conditions and thresholds .
- Retention/CIC economics: Double-trigger CIC protection with 2x bonus factor and full equity acceleration at target; non-compete of one year with salary during enforcement. These terms reduce retention risk but imply moderate CIC cash/equity cost if triggered .
- Governance considerations: Related party dynamic via trustee roles for Gapontsev Trusts and recent Registration Rights Letter for those trusts (approved by Audit Committee) merits monitoring for potential conflicts and liquidity events at major holders .