Eric Meurice

About Eric Meurice

Eric Meurice, age 68, has served as an independent director of IPG Photonics since 2014 and currently sits on the Compensation Committee and the Nominating & Corporate Governance Committee (NCGC). He is the former President, CEO and Chairman of ASML Holding NV, and holds a Master’s in Mechanics and Energy Generation (École Centrale de Paris), a Master’s in Economics (La Sorbonne), and an MBA (Stanford GSB). He was determined independent by IPG’s Nominating Subcommittee in March 2025 under Nasdaq and SEC rules.

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member; he also serves on the Nominating Subcommittee (independent-only) that recommends director nominees. Chairs of these committees are Gregory Dougherty (Compensation) and Kolleen Kennedy (NCGC).
• Independence: Determined independent in March 2025; IPG reports 7 of 10 director nominees are independent; independent directors meet in executive session at least quarterly and at each regular quarterly meeting.
• Attendance and engagement: In 2024, the Board held 7 meetings, the Compensation Committee 9, the NCGC 5, and all incumbent directors attended at least 75% of aggregate Board and committee meetings on which they served.
• Governance guardrails: Anti-hedging and anti-pledging policies apply to all directors; director stock ownership guideline is 5× annual cash Board retainer (excluding committee/leadership retainers) with compliance required within 4 years; all directors were compliant as of Dec 31, 2024.
• Board leadership: Non-executive Chair structure (John Peeler), with Audit, Compensation and the nominating subcommittee composed entirely of independent directors.

Fixed Compensation

• 2024 non-employee director fee schedule:

  • Board retainer: $40,000
  • Non-executive Chair retainer: $80,000
  • Committee retainers: Audit Chair $25,000; Audit member $12,500; Compensation Chair $22,500; Compensation member $10,000; NCGC Chair $17,500; NCGC member $7,500
  • No meeting fees; no director perquisites; no director retirement plan; director program reviewed with independent consultant FW Cook in 2024.

• 2024 compensation actually paid to Meurice: | Component | Amount ($) | |---|---| | Fees earned or paid in cash | 66,989 | | Stock awards (grant-date fair value, RSUs) | 249,950 | | Total | 316,939 |

Performance Compensation

• Annual equity grant to non-employee directors: approximately $250,000 in time-based RSUs vesting in a single installment on the earlier of the first anniversary of grant or the next annual meeting. New directors receive a ~$250,000 RSU grant upon appointment, vesting after one year.
• Equity award mix/terms for directors: IPG no longer grants stock options to non-employee directors; previously granted options were fully vested as of Dec 31, 2024.

RSU vesting mechanics and equity structure for directors (2024):

Other Directorships & Interlocks

• Current public boards: Intel Corporation (since Dec 2024); Global Blue Group Holding AG (since Sep 2020). Within IPG’s guideline limiting independent directors to service on no more than three other public boards (four with Board approval).
• Compensation Committee interlocks: None disclosed; no related insider participation requiring disclosure.

Expertise & Qualifications

• Skills matrix highlights Meurice with core strengths in Lasers and Technology, Financial Literacy, Global Business, Manufacturing and Operating, Business Development and M&A, Risk Management, Executive Leadership, and Other Public Company Boards.
• Educational credentials: Master’s (École Centrale de Paris), Master’s (La Sorbonne), MBA (Stanford GSB).

Equity Ownership

Insider Trades (recent)

Note: Trades were under a pre-established Rule 10b5-1 plan per filings; volumes are modest relative to total beneficial holdings as disclosed.

Governance Assessment

• Positives

  • Independent director with deep semiconductor capital equipment leadership (ASML), relevant to IPG’s technology end-markets.
  • Active on key committees (Compensation; NCGC) and serves on the independent-only Nominating Subcommittee, supporting robust board refreshment and independence processes.
  • Strong alignment: director compensation is equity-heavy (annual ~$250k RSUs), no meeting fees, no director perqs/retirement plan; anti-hedge/pledge and 5× retainer ownership guideline with full compliance as of year-end 2024.
  • Board effectiveness indicators: regular independent sessions, non-executive Chair structure, annual board self-assessments, and high attendance (≥75% for all directors).
  • Shareholder support signal: 2024 say‑on‑pay received over 96% approval, indicating broad investor backing of compensation governance.

• Watch items

  • Multi-board service includes Intel (since Dec 2024); while within IPG’s limits and subject to pre‑clearance/conflict review, investors may monitor for potential time demands or industry overlap; IPG’s policy requires directors to notify and NCGC to assess conflicts in advance.
  • Legacy options remain held (all vested as of 12/31/24), but IPG no longer grants director options—ongoing mix is time‑based RSUs only, which reduces risk-taking leverage.
  • 2025 insider sales occurred under a 10b5‑1 plan; routine but worth monitoring for cadence around key events.

Director Compensation Structure Details

Related-Party Transactions and Conflicts

• IPG’s Related Party Transaction policy requires Audit Committee approval for transactions >$120k with related persons; 2024–2025 disclosed items involved plan fees to Vanguard funds and registration rights for Gapontsev Trusts—not involving Meurice.
• Compensation Committee interlocks: none; Meurice has never been an IPG officer/employee and no interlocking relationships requiring disclosure were reported.