John Peeler
IPG PHOTONICSAbout John Peeler
John Peeler (age 70) is IPG Photonics’ Non-Executive Chair, serving on the Board since 2012 and as Lead Independent Director from 2017–2021 before becoming Chair on October 29, 2021. He holds B.S. and M.E. degrees in Electrical Engineering from the University of Virginia, and previously served as CEO and later Chairman/Executive Chairman of Veeco Instruments; Executive Vice President at JDS (post-merger with Acterna), and President & CEO of Acterna; he is currently acting CEO of privately held Jumplights Corp. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veeco Instruments Inc. | CEO; Chairman/Executive Chairman | CEO: Jul 2007–Sep 2018; Chair/Exec Chair: May 2012–May 2020 | Led global semiconductor capital equipment operations; extensive leadership and oversight experience |
| JDS (post Acterna merger) | EVP; President, Communications Test & Measurement Group | Aug 2005 onward (EVP/Group President) | Managed complex businesses; customer-centric leadership in demanding markets |
| Acterna, Inc. | President & CEO | Prior to Aug 2005 | CEO experience; executive leadership credentials |
| IPG Photonics | Lead Independent Director; Non-Executive Chair | Lead Independent: 2017–2021; Chair: Oct 29, 2021–present | Board leadership; oversight of CEO succession and strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jumplights Corp. (private) | Acting CEO | Since Jun 2021 | LED horticultural lighting producer |
Board Governance
- Independence: Determined independent under Nasdaq/SEC rules; one of seven independent nominees in 2025 .
- Board leadership: Non-Executive Chair; presides over executive sessions of independent directors; independent directors meet at least quarterly .
- Committee assignments: Compensation Committee member (2024 members: Dougherty (Chair), Desmond, Meurice, Peeler; 9 meetings) .
- Attendance and engagement: The Board held 7 meetings in 2024 (Audit 8; Compensation 9; NCGC 5); all incumbent directors attended at least 75% of the aggregate Board/committee meetings on which they served .
- Governance processes: Annual Board self-assessments; bi-annual committee self-assessments; annual evaluation of the non-executive Chair .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Retainer (non-employee director) | $40,000 | Annual cash retainer |
| Non-Executive Chair Retainer | $80,000 | Annual cash retainer for Chair role |
| Compensation Committee Retainer (Non-Chair) | $10,000 | Annual cash retainer for CC member |
| Total Cash Fees (Peeler, 2024) | $132,776 | Fees earned/paid in cash |
| Director Stock Ownership Guideline | 5× annual Board cash retainer | Excludes leadership/committee retainers; all directors in compliance as of Dec 31, 2024 |
Director compensation program design:
- No meeting fees; cash compensation via retainers for Board/committee service; travel expenses reimbursed; no perquisites; no director retirement plan .
- Program reviewed by independent consultant FW Cook in 2024; changes made, deemed appropriate and competitive vs peer group .
Performance Compensation
| Equity Award | Grant Value | Vesting | Performance Conditions |
|---|---|---|---|
| Annual RSUs (non-employee directors) | ~$250,000 | Single installment on earlier of first anniversary or next annual meeting | None (service-based RSUs) |
| New director RSUs | ~$250,000 | First anniversary, subject to continued service | None (service-based RSUs); subsequent annual grant pro-rated if mid-cycle |
| Retirement vesting | — | Full vesting of all RSUs after ≥8 years of Board service | Service-based provision |
Peeler’s 2024 equity:
- Stock awards (grant-date fair value): $249,950 .
- Outstanding at 12/31/2024: Unvested RSUs 3,022; stock options held 7,576 (Company no longer grants options to directors; all previously granted options vested by 12/31/2024) .
Plan constraints and safeguards:
- Non-employee director compensation cap in 2025 Plan: equity grant-date fair value plus max cash-based awards ≤ $1,200,000 per year .
- Annual cash retainer cap in 2025 Plan section 14.1: cash portion plus any cash award ≤ $250,000 for period between annual meetings .
Other Directorships & Interlocks
| Company | Type | Status | Committee Roles |
|---|---|---|---|
| — | Public company board | None disclosed in 2025 proxy | — |
- Compensation Committee interlocks: In 2024, CC members (Dougherty, Desmond, Meurice, Peeler) had no relationships requiring disclosure; no cross-comp committee interlocks with other companies’ executives .
Expertise & Qualifications
- Lasers/technology; global business; manufacturing/operations; business development/M&A; risk management; executive leadership; prior public company leadership (Veeco) .
- Education: B.S. and M.E., Electrical Engineering, University of Virginia .
Equity Ownership
| Holder | Shares Owned | Right to Acquire within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| John Peeler | 8,959 | 10,598 | 19,557 | <1% |
| Peeler – Unvested RSUs (12/31/2024) | 3,022 | — | — | — |
| Peeler – Options Held (12/31/2024) | 7,576 | — | — | — |
Alignment features and restrictions:
- Anti-hedging and anti-pledging policy for all directors; prohibits derivatives, hedges, and pledging of company shares .
- Stock ownership guidelines: unvested time-based RSUs count toward compliance; options do not; all directors compliant as of Dec 31, 2024 .
Governance Assessment
- Strengths: Independent Non-Executive Chair structure; Peeler leads executive sessions and provides experienced oversight during CEO transition; independence affirmed; CC membership supports pay-for-performance alignment; high say-on-pay support in 2024 (over 96%) indicates investor confidence in compensation governance .
- Alignment: Meaningful director equity via RSUs; stock ownership guidelines (5× retainer) with compliance; anti-hedging/pledging policy reduces misalignment risk .
- Conflicts/Related Parties: No related-party transactions disclosed involving Peeler; CC interlocks clean; Board reviews and approves related-party transactions via Audit Committee .
- Attendance/Engagement: Board and committee cadence robust (Board 7; CC 9); all incumbents ≥75% attendance underscores engagement .
- Watch items: Dual role as acting CEO of a private company (Jumplights) implies external time commitments; Board’s governance guidelines require pre-clearance of new boards and monitoring of director commitments—no conflict disclosed, but continued monitoring of time demands is prudent .