Jeanmarie Desmond - Director | IPG PHOTONICS (IPGP) Executive Profile & Compensation

About Jeanmarie Desmond

Independent director of IPG Photonics since 2021; age 58. She chairs the Audit Committee and serves on the Compensation Committee. Former EVP & CFO of DuPont de Nemours; B.S. in Accounting from Mount St. Mary’s University; certified public accountant (inactive). Designated an “audit committee financial expert” by the Board; also serves on the boards of Sylvamo Corporation and Trinseo PLC .

Past Roles

Organization	Role	Tenure	Committees/Impact
DuPont de Nemours, Inc.	Executive Vice President & Chief Financial Officer	Apr 2019 – Feb 2020	Finance leadership; investor relations; risk management
DuPont de Nemours, Inc.	Vice President & Co-Controller	Aug 2017 – Apr 2019	Accounting controls; internal audit; financial reporting
DuPont de Nemours, Inc.	Various finance leadership roles	~30-year career (dates not individually specified)	FP&A, tax, internal audit, M&A, public-private partnership experience
Delaware Prosperity Partnership	Board member & Treasurer	Sep 2017 – Sep 2022	Public–private economic development governance

External Roles

Organization	Role	Tenure	Notes
Trinseo PLC	Director	2020 – Present	Public company directorship
Sylvamo Corporation	Director	Oct 2021 – Present	Public company directorship

Board Governance

Committee assignments: Audit Committee (Chair); Compensation Committee (Member) .
Independence: Determined independent under Nasdaq and SEC rules; meets heightened independence standards for Audit and Compensation Committees .
Financial expert: Designated an “audit committee financial expert” alongside Gregory Beecher .
Attendance and activity: In 2024, the Board held 7 meetings; Audit 8; Compensation 9; NCGC 5; all incumbent directors attended at least 75% of their aggregate meetings .
Executive sessions: Independent directors meet privately at least quarterly, led by the non‑executive Chair .
Board service limits: Independent directors limited to 3 other public boards (4 with approval); Desmond’s current service (IPGP + Trinseo + Sylvamo) is within guideline .

Fixed Compensation

Item	Amount
Board Retainer (annual)	$40,000
Audit Committee Chair Retainer (annual)	$25,000
Compensation Committee Member Retainer (annual)	$10,000
Annual Equity Award (time‑based RSUs)	$250,000 grant date fair value

Jeanmarie Desmond – 2024 Director Compensation	Amount ($)
Fees Earned or Paid in Cash	75,000
Stock Awards (RSUs, grant date fair value)	249,950
Total	324,950

Notes

RSU awards generally vest in a single installment on the earlier of the first anniversary of grant or the next annual meeting, subject to continued service .
Company no longer grants stock options to non‑employee directors .

Performance Compensation

Component	Structure	Metrics/Criteria	Vesting
Annual Director Equity	Service-based RSUs (~$250,000)	No performance conditions disclosed (time‑based only)	Vests in a single installment on first anniversary or next annual meeting
Stock Options	Not granted to non‑employee directors	N/A	N/A

Other Directorships & Interlocks

Company	Nature	Potential Interlock/Conflict	Company Assessment
Trinseo PLC	Public company board	None disclosed with IPGP	Nominating Subcommittee’s 2025 review found no material relationships for independent directors during 2024/2025 to date
Sylvamo Corporation	Public company board	None disclosed with IPGP	Nominating Subcommittee’s 2025 review found no material relationships for independent directors during 2024/2025 to date

Expertise & Qualifications

Financial literacy; audit committee financial expert; global business; M&A/business development; risk management; executive leadership; other public company boards; non‑corporate experience .
Education: B.S. in Accounting (Mount St. Mary’s University); CPA (inactive) .

Equity Ownership

As of Date	Shares Owned	Right to Acquire within 60 Days	Total Beneficial Ownership	% of Outstanding	Unvested RSUs	Options Outstanding	Ownership Guidelines	Compliance	Hedging/Pledging
Mar 31, 2025 / Dec 31, 2024	4,319	3,022	7,341	<1% (based on 42,729,426 shares)	3,022	None	Directors must hold ≥5x annual cash board retainer within 4 years; unvested time‑based RSUs count (options do not)	All directors in compliance as of Dec 31, 2024	Anti‑hedging and anti‑pledging policies apply to directors; pledging prohibited

Governance Assessment

Strengths
- Independent director with deep finance background; Audit Committee Chair and SEC‑defined “audit committee financial expert,” enhancing oversight of financial reporting, controls, and related‑party review .
- Strong engagement profile: Board and committee cadence robust in 2024; all directors ≥75% attendance .
- Alignment and risk controls: Meaningful equity in the form of time‑based RSUs; director stock ownership guideline of 5x retainer; all directors compliant; anti‑hedging and anti‑pledging policies reduce misalignment risk .
- Independence re‑affirmed in 2025 review; no material relationships identified for independent directors (incl. Desmond) .
Watch items
- Equity grants are time‑based (no explicit performance conditions) which is typical for directors but provides less pay‑for‑performance sensitivity at the board level .
- Multiple outside public boards (Trinseo, Sylvamo) require ongoing time‑commitment monitoring, though she remains within IPGP’s board service limits .
Broader shareholder confidence indicator: Say‑on‑pay support exceeded 96% at the 2024 annual meeting, signaling positive investor sentiment toward the company’s compensation governance framework (contextual, though focused on executives) .
Related‑party/Conflicts: Audit Committee (which she chairs) oversees related‑party transactions; independence review found no material relationships for independent directors in 2024/2025 to date .
Indemnification: IPGP provides director indemnification and maintains D&O insurance, consistent with market practice .