Natalia Pavlova
IPG PHOTONICSAbout Natalia Pavlova
Natalia Pavlova (age 46) has served on IPG Photonics’ Board since January 2021; she is a significant stockholder and the spouse of co‑founder and current Senior Vice President, Chief Scientist, Dr. Igor Samartsev (non‑independent status). She previously worked in sales and marketing at IPG and holds a Qualification for Fine Art Critic and Historian of Art and Culture (Russian State University for the Humanities) and an M.S. in Arts Administration (Boston University). Her profile emphasizes long-term shareholder alignment, knowledge of IPG’s history and culture, and non‑profit governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IPG Photonics | Sales & marketing roles (prior to board service) | Not disclosed | Institutional knowledge of IPG’s history/culture; alignment with founders and stockholders |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VPG Foundation | Trustee | Not disclosed | Family foundation supporting founder Valentin P. Gapontsev’s philanthropy |
| Worcester Polytechnic Institute (WPI) | Board of Trustees, Member | Since Nov 2024 | Higher‑education governance role |
| Worcester Art Museum (WAM) | Various roles | Not disclosed | Non‑profit arts governance experience |
| The Willard House and Clock Museum | Various roles | Not disclosed | Non‑profit governance |
| RISD Museum | Various roles | Not disclosed | Non‑profit governance |
Board Governance
- Independence: Not independent under Nasdaq/SEC rules due to spousal relationship with executive officer (Samartsev). Audit and Compensation Committees are fully independent; Pavlova serves on Nominating & Corporate Governance Committee (NCGC). A Nominating Subcommittee of independent directors handles director nominations given her non‑independent status .
- Committee assignment: NCGC member; no chair roles .
- Attendance: All incumbent directors attended at least 75% of aggregate Board/committee meetings in 2024. Meetings held in 2024: Board 7; Audit 8; Compensation 9; NCGC 5 .
- Board structure: Non‑Executive Chair (John Peeler); independent directors meet in executive session each regular quarterly meeting; independent majority (7/10 nominees) .
- Skills matrix highlights for Pavlova: Financial Literacy; Non‑Corporate Experience .
| 2024 Meeting Counts | Number |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 8 |
| Compensation Committee | 9 |
| NCGC | 5 |
Fixed Compensation
| Component | Policy Detail | Pavlova 2024 |
|---|---|---|
| Board annual cash retainer | $40,000 | Included in total cash below |
| Committee retainers | Audit: Chair $25,000; Member $12,500. Compensation: Chair $22,500; Member $10,000. NCGC: Chair $17,500; Member $7,500 | NCGC Member retainer applicable |
| Non‑Executive Chair retainer | $80,000 (Chair only) | N/A |
| Meeting fees | None | N/A |
| Equity grant (annual) | ~$250,000 in time‑based RSUs; vests at earlier of 1 year or next annual meeting | $249,950 grant value |
| 2024 cash paid | Fees earned/paid | $44,724 |
| 2024 equity grant value | Grant-date fair value (ASC 718) | $249,950 |
| Travel/perqs | Reimbursed expenses for meetings/education; no additional perqs | Policy stated |
Notes: Director equity is service‑based RSUs; Company no longer grants stock options to non‑employee directors; previously granted options (if any) were fully vested by 12/31/2024 .
Performance Compensation
| Element | Detail |
|---|---|
| Performance‑based equity | None for directors; annual grants are service‑based RSUs (no performance metrics) |
| Clawback/hedging | Company maintains clawback for incentive‑based comp; directors subject to anti‑hedging and anti‑pledging policy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed |
| Interlocks/relationships | Spouse of SVP & Chief Scientist (executive officer) → non‑independent; Nominating Subcommittee of independent directors handles nominations in light of this . |
| Related party exposure (recent) | Audit Committee approved Feb 20, 2025 Registration Rights Letter with Gapontsev Trusts to register 2,150,000 shares held by trusts related to founder; the trusts pay all registration expenses . |
Expertise & Qualifications
- Financial literacy; non‑corporate governance experience across multiple cultural institutions .
- Significant stockholder; brings long‑term holder perspective and knowledge of IPG’s history/culture; prior IPG commercial experience .
Equity Ownership
| Measure | Amount |
|---|---|
| Shares owned (beneficial) | 938,857 |
| Right to acquire within 60 days | 15,937 (includes spousal attributions under SEC rules) |
| Total beneficial ownership | 954,794 shares (2.2% of outstanding) |
| Unvested RSUs outstanding (12/31/2024) | 3,022 |
| Options outstanding (12/31/2024) | None for non‑employee directors; all prior options fully vested by 12/31/2024 |
| Shares pledged | Prohibited by Company policy (anti‑pledging) |
| Director stock ownership guideline | 5× annual cash Board retainer; unvested time‑based RSUs count; all directors in compliance as of 12/31/2024 |
Section 16/Insider Reporting
| Item | Detail |
|---|---|
| Timely filing status (2024 annual director grants) | Forms 4 for annual RSU awards to several directors (including Pavlova) were filed late: due June 21, 2024; filed June 28, 2024 . |
Governance Assessment
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Strengths
- High ownership alignment (≈2.2% beneficial ownership; subject to spousal attribution), compliance with robust 5× retainer ownership guidelines; anti‑hedging/anti‑pledging policy reduces misalignment risk .
- Not placed on Audit or Compensation committees; Audit/Comp fully independent; nomination handled by independent subcommittee to mitigate her non‑independence .
- Attendance/engagement adequate (≥75% Board/committee); independent director executive sessions each quarter; independent Chair structure .
-
Watch items / potential red flags
- Non‑independent due to spousal executive relationship; requires continued use of independent nominating subcommittee and vigilant related‑party oversight .
- Concentrated founder‑related ownership ecosystem (Gapontsev Trusts, IP Fibre Devices) with recent registration rights arrangement—appropriate that Audit Committee oversees such transactions; investors may scrutinize liquidity events for governance safeguards .
- Minor Section 16 administrative lapse (late Form 4) for annual director RSU awards (industry‑common but worth monitoring) .
-
Additional signals
- Director pay structure is plain‑vanilla (cash retainer + service RSUs), no meeting fees or options; reviewed by independent consultant FW Cook in 2024; no excessive perquisites; suggests conservative board pay governance .