Igor Samartsev
IPG PHOTONICSAbout Igor Samartsev
Senior Vice President, Chief Scientist at IPG Photonics (since February 2022); age 61; Ph.D. in Physics from Imperial College London. Prior roles include Chief Technology Officer (2011–2022) and Deputy General Manager of a foreign subsidiary (2005–2011), following technical leadership roles there . As of March 31, 2025, he and his spouse (director Natalia Pavlova) beneficially own 954,794 shares (2.2% of outstanding), with 15,937 rights to acquire within 60 days; he also has an 8% economic interest in IP Fibre Devices (UK) Ltd., though he disclaims beneficial ownership of IPFD shares except to his economic interest . Company context during 2024: net sales declined 24%, gross margin fell to 35%, and cash from operations was $248M; IPG ended 2024 with $930.2M in cash and short-term investments and no debt .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IPG Photonics | Senior Vice President, Chief Scientist | Feb 2022–present | Senior technical leadership across lasers and optics; oversight of engineering and innovation pipeline |
| IPG Photonics | Chief Technology Officer | 2011–2022 | Company-wide technology leadership for products and platforms |
| IPG Photonics (foreign subsidiary) | Deputy General Manager | 2005–2011 | Operational/technical leadership at subsidiary; progressed from earlier technical roles |
External Roles
No public-company directorships or external board roles disclosed for Samartsev in IPG’s filings .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary ($) | 424,200 | Named Executive Officer (NEO) in 2024 |
| Target Annual Incentive (%) | 50% | Under Revised AIP for 2024 |
| Target Annual Incentive ($) | 212,100 | Based on target % × base salary |
| Corporate Performance Weighting | 75% | AIP weighting |
| Personal Performance Weighting | 25% | AIP weighting |
| Actual Annual Incentive Paid ($) | 127,200 | Final award at 60% of target |
| Financial Performance Achievement | 100%+ | Per AIP assessment |
| Personal Performance Achievement | 90% | Per AIP assessment |
| AIP Cap Adjustment | Max payout capped at 62.5% of original target | Revised in August 2024 |
| All Other Compensation ($) | 9,363 | Matching 401(k) contributions |
Performance Compensation
2024 Long-Term Equity Awards
| Instrument | Grant Date | Metric | Threshold (shares) | Target (shares) | Max (shares) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| PSUs | 2/16/2024 | Operating Margin | 708 | 2,832 | 5,664 | Earned over 3-year period; settles 3/1/2027 if metrics met | 244,911 |
| PSUs | 2/16/2024 | Organic Revenue Growth | 708 | 2,832 | 5,664 | Earned over 3-year period; settles 3/1/2027 if metrics met | 244,911 |
| RSUs | 2/16/2024 | Service-based | — | 2,832 | — | 3 annual installments commencing 3/1/2025 | 244,911 |
The 2024 PSU program uses two metrics: Operating Margin and Organic Revenue Growth; maximum earnout is 200% of target .
2024 Enhanced LTI Opportunity
| Instrument | Equity Incentive as % of Salary | RSUs (shares) | PSUs (Operating Margin) | PSUs (Organic Revenue Growth) |
|---|---|---|---|---|
| Additional awards | 5.5% | 135 | 67 | 67 |
2024 Vesting and Option Activity
| Activity | Shares | Value ($) |
|---|---|---|
| RSUs/PSUs vested in 2024 | 2,333 | 204,534 |
| Stock options exercised in 2024 | 0 | — |
Outstanding Equity at FY-End 2024
| Instrument | Unvested/Unearned Shares | Market/Payout Value ($) | Notes |
|---|---|---|---|
| RSUs (unvested) | 2,832 | 205,943 | Based on 12/31/2024 close of $72.72 |
| PSUs (unearned, shown at threshold) | 708 | 51,486 | Footnote assumes threshold attainment |
Stock Options Outstanding (Selected Grants)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2/25/2015 | 3,247 | — | 97.65 | 2/25/2025 |
| 2/18/2016 | 3,363 | — | 81.89 | 2/18/2026 |
| 2/17/2017 | 3,200 | — | 119.50 | 2/17/2027 |
| 2/22/2018 | 2,758 | — | 239.72 | 2/22/2028 |
| 2/15/2019 | 3,594 | — | 154.88 | 2/15/2029 |
Historical PSUs granted in 2021: relative TSR fell below threshold (no payout), while the OCF/Adjusted NI ratio vested at 66.3% of target (company-wide PSU program) .
Equity Ownership & Alignment
| Holder | Shares Owned | Right to Acquire (60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Igor Samartsev (incl. spousal attribution) | 938,857 | 15,937 | 954,794 | 2.2% |
- Economic interest in IP Fibre Devices (UK) Ltd. (IPFD): 8% (no voting/investment power; disclaims beneficial ownership except to economic interest) .
- Anti-hedging and anti-pledging policy applies to all executives and directors, prohibiting hedging and pledging of IPG stock .
- Stock ownership requirements for officers and directors are in place; details not quantified in proxy summary .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Effective through 12/31/2024; auto-renews for successive one-year periods unless notice of non-renewal ≥6 months prior to term-end; extends through second anniversary upon change in control . |
| Severance – Termination w/o Cause or for Good Reason | Salary severance + benefits: $682,642; Incentive plan severance: $127,200; Equity acceleration: $182,309; Total: $992,151 . |
| Severance – Following Change in Control (double-trigger) | Salary severance + benefits: $910,189; Incentive plan severance: $647,607; Equity acceleration: $857,587; Total: $2,415,383 . |
| Death | Incentive plan severance: $127,200; Equity: $857,587; Total: $984,787 . |
| Disability | Incentive plan severance: $127,200; Equity: $515,924; Total: $643,124 . |
| Non-Renewal | Salary severance + benefits: $455,095; Incentive plan severance: $127,200; Total: $582,295 . |
| Non-Compete | 1 year post-termination; company pays base salary during enforcement period (up to one year) . |
| Non-Solicit | 18 months post-termination (employees/customers/suppliers) . |
| Clawback | Clawbacks on executive compensation in place . |
| Tax Gross-Ups | No excise tax gross-ups for change-in-control payouts . |
| Hedging/Pledging | Prohibited for all executives and directors . |
| CIC Trigger | No single-trigger CIC payments or benefits (requires qualifying termination) . |
Performance & Track Record
- 2024 personal objectives: increase innovation and reliability in engineering solutions, accelerate time-to-market for new products, and improve the innovations pipeline .
- 2024 equity vesting: 2,333 shares vested, $204,534 value realized; no option exercises by Samartsev in 2024 .
- Company backdrop: net sales declined 24% in 2024, gross margin 35%, cash from operations $248M, $930M cash/short-term investments at year-end and no debt .
Related Party & Governance Notes
- Spousal relationship: director Natalia Pavlova is not considered independent due to being the spouse of executive officer Igor Samartsev .
- Common stock ownership table attributes mutual beneficial ownership between Pavlova and Samartsev under SEC rules; both disclaim beneficial ownership of certain family-held shares .
- Anti-pledging/hedging policy and related party transaction oversight by Audit Committee; 2025 registration rights letter for Gapontsev Trusts (not specific to Samartsev) reviewed and approved .
Compensation Structure Analysis
- Mix: Samartsev’s compensation combines fixed cash (salary) with at-risk annual incentive (AIP, capped in 2024) and multi-year equity (RSUs/PSUs tied to operating margin and organic revenue growth), reinforcing pay-for-performance alignment .
- Risk controls: no single-trigger CIC; anti-hedging/pledging; clawbacks; no excise tax gross-ups; no option repricing without stockholder approval .
- PSU outcomes signal rigor: prior cycle TSR PSUs paid zero; OCF/Adjusted NI PSUs paid 66.3% of target (company-wide) .
Investment Implications
- Alignment: Meaningful beneficial ownership (2.2%) with anti-hedging/pledging and clawbacks supports shareholder alignment; multi-metric PSUs (margin and organic growth) incentivize durable value creation .
- Selling pressure: No option exercises in 2024 and a staged RSU vesting schedule (three tranches starting 3/1/2025) suggest manageable near-term selling pressure from time-based vesting; PSUs settle in 2027 subject to performance .
- Retention risk: Contractual non-compete (1 year) and non-solicit (18 months), plus double-trigger CIC economics with defined severance, mitigate transition risk while maintaining performance linkage .
- Execution focus: 2024 goals centered on innovation throughput and reliability; given company’s 2024 downturn, the equity structure’s operating margin and organic growth PSUs are appropriately tuned to operational recovery levers .