Gregory Dougherty
IPG PHOTONICSAbout Gregory Dougherty
Gregory Dougherty is an independent director of IPG Photonics, age 65, serving since 2019. He is the former CEO of Oclaro and previously held senior operating roles at JDS Uniphase and SDL, bringing over three decades of optics/components leadership. He holds a B.S. in optics from the University of Rochester. He currently chairs IPG’s Compensation Committee and serves on the Audit Committee, and has been affirmed independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oclaro, Inc. | Chief Executive Officer; Director | CEO: Jun 2013–Dec 2018; Director: Apr 2009–Dec 2018 | Led optical components/modules company through sale; broad executive leadership in optics |
| JDS Uniphase (JDS) | Chief Operating Officer | Feb 2001–Sep 2002 | Oversaw operations at optical technology company |
| SDL, Inc. | Chief Operating Officer | Mar 1997–Feb 2001 | Operations leadership in laser diodes through acquisition by JDS |
| Avanex Corporation | Director | Apr 2005–Apr 2009 | Board oversight in photonics solutions |
| Picarro, Inc. | Director; Interim CEO | Dir: Oct 2002–Aug 2013; Interim CEO: Jan 2003–Apr 2004 | Interim leadership; laser-based spectroscopy company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MaxLinear, Inc. (Public) | Director | Since Mar 2020–present | RF/analog/mixed-signal semis; enhances cross-industry perspective |
| Infinera Corporation (Public) | Director | Jan 2019–Feb 2025 | Optical transport networking; ended 2025 reducing potential industry interlock risk |
| Fabrinet (Public) | Director | Feb 2019–Jan 2022 | Optical/electronic manufacturing services |
| AvicenaTech Corp. (Private) | Director | Since Oct 2024 | LED-based optical interconnects; private company |
Board Governance
- Independence: Confirmed independent; Audit and Compensation Committees are comprised entirely of independent directors .
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Attendance: IPG held 7 Board meetings, 8 Audit, 9 Compensation, 5 NCGC in 2024; all incumbent directors attended at least 75% of aggregate meetings on which they served .
- Executive sessions: Independent directors meet in executive session at each regular quarterly Board meeting .
- Risk oversight: Compensation Committee oversees pay-risk and succession (non-CEO); Audit oversees financial/reporting/related-party risk .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board retainer (cash) | $40,000 | Standard non-employee director annual cash retainer |
| Compensation Committee Chair retainer | $22,500 | Chair premium |
| Audit Committee member retainer (non-chair) | $12,500 | Committee service retainer |
| Total Fees Earned (2024) | $75,000 | Matches disclosed director-specific fees |
Performance Compensation
| Element | Grant Date | Quantity/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU award | Jun 18, 2024 | 3,022 RSUs; $249,950 grant-date fair value | Vests in a single installment at earlier of one-year anniversary or next annual meeting | None; service-based only |
- IPG does not grant options to non-employee directors anymore; previously granted options were fully vested by Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Type | Potential Conflict Assessment |
|---|---|---|
| MaxLinear, Inc. | Public | No related-party transactions disclosed with IPG; within director service limits (≤3 other boards recommended) |
| Infinera Corporation | Public (ended Feb 2025) | Optical networking; tenure ended, reducing interlock risk |
| Fabrinet | Public (ended Jan 2022) | EMS/optical manufacturing; no IPG related-party disclosures |
| AvicenaTech Corp. | Private | No IPG related-party disclosures |
Expertise & Qualifications
- Core skills: Lasers and technology; global business; manufacturing/operations; financial literacy; risk management; executive leadership; M&A/business development .
- Education: B.S. in optics, University of Rochester .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Shares owned | 9,117 | Direct ownership |
| Right to acquire within 60 days | 6,281 | Includes vested options/vesting RSUs within 60 days per SEC rules |
| Total beneficial ownership | 15,398 | Less than 1% of outstanding shares |
| Unvested RSUs (12/31/24) | 3,022 | Outstanding director award |
| Stock options held | 3,259 | Previously granted; all options vested by 12/31/24 |
| Pledging/Hedging | Prohibited | Anti-hedging and anti-pledging policies apply to directors |
| Ownership guidelines | 5x annual cash Board retainer; compliant | All directors met guidelines as of 12/31/24; unvested time-based RSUs count |
Governance Assessment
-
Positives
- Strong independence and governance alignment: Independent verification; chairs Comp Committee; Audit Committee member; independent-only composition for key committees .
- Pay structure aligns with shareholder interests: High equity component via RSUs; clear vesting; no meeting fees or perquisites; no director retirement plan .
- Ownership alignment: Complies with 5x retainer stock holding guidelines; anti-hedging/anti-pledging policies reduce misalignment risk .
-
Watch items / RED FLAGS
- Section 16 timing: Annual RSU Form 4 filings for multiple directors, including Dougherty, were filed one week late (due Jun 21, 2024; filed Jun 28, 2024). Minor process issue, not a material violation .
- External board service: Served simultaneously on multiple boards (e.g., MaxLinear, formerly Infinera). IPG requires pre-notification and limits to manage time/conflict risks; no specific related-party transactions involving Dougherty disclosed .
-
Compensation Committee analysis
- Committee membership: Dougherty (Chair), Meurice, Peeler, Desmond; none had interlocks or relationships requiring disclosure .
- Use of independent consultant: FW Cook reviewed non-employee director compensation in 2024; adjustments made; supports governance quality .
- Executive compensation context: Say-on-pay received over 96% approval in 2024, indicating shareholder support for pay practices overseen by the committee .
Notes on Related Party Transactions
- No related party transactions disclosed involving Dougherty. Audit Committee reviewed unrelated matters (Vanguard plan fees; registration rights with Gapontsev Trusts), demonstrating policy application and committee oversight .
Summary Signals for Investors
- Dougherty’s deep optics/operations background and leadership of the Compensation Committee bolster board effectiveness in a technically complex, capital-equipment context .
- Compensation and ownership policies show alignment and restraint (no perqs, anti-hedging/pledging, robust ownership guidelines), supporting investor confidence .
- Minor Section 16 timing lapse is a process note to monitor but not a material red flag .