Kolleen Kennedy
IPG PHOTONICSAbout Kolleen Kennedy
Kolleen Kennedy (age 65) is an independent director of IPG Photonics, appointed in August 2023, and serves as Chair of the Nominating and Corporate Governance Committee (NCGC). She previously served as President, Proton Solutions & Chief Growth Officer at Varian Medical Systems, with 24 years in senior roles in oncology systems; she holds B.S. degrees in Radiation Oncology and Psychology (Wayne State University) and an M.S. in Medical Physics (University of Colorado Denver) . She is also a director at ICU Medical, Inc. (since December 2021) and a trustee of the Wayne State University Foundation (since April 2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varian Medical Systems | President, Proton Solutions & Chief Growth Officer | Oct 2018 – Dec 2021 | Led growth strategy and proton therapy solutions |
| Varian Medical Systems | EVP & President, Oncology Systems | Oct 2014 – Sep 2018 | P&L leadership in oncology equipment |
| Varian Medical Systems | SVP & President, Oncology Systems | Oct 2011 – Sep 2014 | Operational leadership |
| Siemens Medical Systems; Radiation Oncology Computer Systems | Oncology product sales & marketing | Not disclosed (pre-Varian) | Commercial and go-to-market roles |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| ICU Medical, Inc. (public) | Director | Dec 2021 | Not disclosed in IPGP proxy |
| Wayne State University Foundation (non-profit) | Trustee | Apr 2018 | Not disclosed in IPGP proxy |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules in March 2025; AC and CC comprised entirely of independent directors .
- Committee assignments: Chair, NCGC; not listed on Audit or Compensation Committees .
- Meetings and attendance: In 2024, the Board held 7 meetings; NCGC held 5. All incumbent directors attended at least 75% of the aggregate meetings of the Board and committees on which they served .
- Executive sessions: Independent directors meet privately at least quarterly .
- Board leadership: Non-Executive Chair is John Peeler .
| Body | Role | Independence | 2024 Meetings | Attendance Note |
|---|---|---|---|---|
| Board of Directors | Director | Independent | 7 | Met company-wide ≥75% threshold |
| Nominating & Corporate Governance Committee | Chair | Independent | 5 | Met company-wide ≥75% threshold |
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Kennedy) | $44,724 | Actual 2024 cash paid |
| Annual Board Retainer (standard) | $40,000 | Non-employee directors; no meeting fees |
| NCGC Chair Retainer (standard) | $17,500 | Chair premium; actual cash totals may be prorated by service timing |
| Reimbursements/Perqs | Business class travel reimbursed; no perquisites paid; no meeting fees | Simple/transparent design |
| Director cash cap under 2025 Plan | Cash to any non-employee director not to exceed $250,000 per annual cycle | Plan limit |
Performance Compensation
| Equity Element | Design | Metrics | Vesting | Value/Grants |
|---|---|---|---|---|
| Annual RSU Award (standard) | Service-based RSUs | None (service-based) | Single installment on earlier of first anniversary or next annual meeting | ~$250,000 grant-date value |
| New Director RSU Grant | Service-based RSUs | None (service-based) | Vests at first anniversary, subject to service | ~$250,000 at appointment |
| Dividends/DERs on stock units | Payable only upon vesting/lapse of conditions | Applies to stock units under plan terms | ||
| Stock Options to directors | No longer granted to non-employee directors | — | — | — |
The director equity program is entirely service-vesting; no performance-conditioned metrics (TSR, revenue, EBITDA) apply to non-employee director awards .
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kolleen Kennedy | 44,724 | 249,950 | 294,674 |
Outstanding director equity at 12/31/2024:
| Name | Unvested RSUs (#) | Stock Options Outstanding (#) |
|---|---|---|
| Kolleen Kennedy | 3,022 | — |
Other Directorships & Interlocks
- Public board: ICU Medical, Inc. (Director since Dec 2021) .
- Interlocks: Company disclosed no compensation committee interlocks in 2024; none of the Compensation Committee members or IPG executive officers had relationships requiring disclosure, and no cross-director/officer interlocks were reported (note: Kennedy is not on the Compensation Committee) .
Expertise & Qualifications
- Board skills matrix indicates Kennedy brings Financial Literacy, Global Business, Manufacturing & Operating, Business Development & M&A, Risk Management, Executive Leadership, Other Public Company Boards, and Non-Corporate experience—aligned with IPG’s medical and advanced applications strategy .
Equity Ownership
| Holder | Shares Owned | Right to Acquire within 60 Days | Total Beneficial Ownership | Percent of Outstanding |
|---|---|---|---|---|
| Kolleen Kennedy (as of 3/31/2025) | 2,296 | 3,022 | 5,318 | <1% |
Additional alignment policies:
- Director stock ownership guideline: 5× annual cash Board retainer; unvested time-based RSUs count; all directors in compliance as of 12/31/2024 .
- Anti-hedging and anti-pledging policy: directors prohibited from hedging or pledging company stock .
Governance Assessment
-
Strengths
- Independent director and Chair of NCGC overseeing board composition, performance evaluations, succession planning, ESG risk allocation and conflict reviews—supports board effectiveness and refreshment .
- Relevant industry operating experience (medical devices and oncology systems) complements IPG’s medical and micro-applications growth vectors .
- Director pay mix is equity-heavy and time-vested; ownership guidelines and anti-hedge/pledge policies promote alignment with shareholders .
-
Watchpoints
- External public board at ICU Medical (medical technologies) is industry-adjacent; no related-party transactions or conflicts were disclosed involving Kennedy, but continued monitoring for any customer/supplier overlaps is prudent .
- Actual 2024 cash fees ($44,724) were below the sum of standard Board+NCGC Chair retainers, implying prorating/timing—investors may seek clarity on service timing and future cash retainer trajectory .
-
RED FLAGS
- None disclosed specific to Kennedy: no related-party transactions, no hedging/pledging, no meeting-fee incentives, and company reported ≥75% attendance across incumbents in 2024 .
Implications: Kennedy’s governance role (NCGC chair), independence, and healthcare-technology operating background enhance oversight quality during IPG’s portfolio diversification and ESG/regulatory expansion. The alignment structures (equity RSUs, ownership guidelines, anti-hedge/pledge) support investor confidence, with low conflict risk indicated by the absence of related-party disclosures involving her .