Timothy Mammen
IPG PHOTONICSAbout Timothy Mammen
Timothy P.V. Mammen, 55, is Chief Financial Officer and Senior Vice President of IPG Photonics; he has served as CFO since July 2000 (promoted to SVP in 2013) and previously led finance for IPG’s U.K. operations at IP Fibre Devices (IPFD) . He holds a B.Sc. (Hons) in International Trade & Development from the London School of Economics, is a Chartered Accountant (ICAS), and has prior finance experience at DuPont and United Partners Plc . Company performance context during the latest year: net sales declined 24% in 2024 amid industrial end-market weakness; gross margin was 35%, operating cash flow was $248M, and the company ended 2024 with $930.2M in cash and equivalents while repurchasing $344M of stock . IPG’s executive pay program continues to receive strong shareholder support (96% say‑on‑pay approval in 2024) and emphasizes pay-for-performance via annual AIP tied to Net Sales and Adjusted EBIT and PSUs tied to organic revenue growth and adjusted operating margin .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IPG Photonics | Chief Financial Officer; Senior Vice President | CFO since Jul 2000; SVP since Feb 2013 | Long-tenured finance leadership across scaling, public-company reporting, capital allocation |
| IP Fibre Devices (IPFD) | Group Finance Director & GM, U.K. operations | May 1999–Jul 2000 | Led finance/operations for IPG’s U.K. subsidiary pre/post integration |
| United Partners Plc | Finance Director & General Manager | 1995–1999 | Oversight of finance and general management at a commodities trading firm |
| E.I. du Pont de Nemours & Co. (DuPont) | Finance department roles | Not disclosed (prior to 1995) | Foundational large-cap finance and controls experience |
External Roles
- No external public company directorships disclosed for Mammen in company filings reviewed .
Fixed Compensation
| Metric (FY2024) | Amount/Detail |
|---|---|
| Base salary | $538,700 |
| Target annual bonus % of salary | 80% |
| Actual AIP bonus paid (Revised AIP) | $265,300 (61.6% of target) |
| All other compensation | $9,286 |
Performance Compensation
Annual Incentive Plan (AIP) Structure (FY2024)
| Component | Weighting | Definition/Notes |
|---|---|---|
| Net Sales | 50% | GAAP net sales as reported |
| Adjusted EBIT | 50% | EBIT excluding stock-based comp and FX gains/losses |
| Personal performance modifier | Up to 25% of target | CFO 2024 priorities: processes/reporting upgrades, Russia exit accounting, new reporting/analysis, finance org development |
- Mid‑year revision: in Aug 2024 the Committee capped payouts under a Revised AIP; for CFO, financial and personal components were capped such that maximum payout equaled 62.5% of the original target .
- 2024 results (CFO): Financial component shown as “100%+”; personal 96.25%; final award $265,300 (61.6% of target) under the Revised AIP cap .
Long-Term Incentives (LTI) – Awards Granted in 2024
- Design: 50% service-based RSUs; 50% PSUs split evenly between Organic Revenue Growth and Adjusted Operating Margin; PSUs earned over a three‑year performance period (2024–2026) and cliff‑vest in March 2027; RSUs vest in three annual installments in March starting 2025 .
| Grant (2/16/2024 unless noted) | Shares/Units | Grant date fair value |
|---|---|---|
| RSUs (annual grant) | 9,343 | Included in RSU line below |
| PSUs at target – Operating Margin (annual grant) | 4,671 | Included in PSU line below |
| PSUs at target – Organic Revenue Growth (annual grant) | 4,671 | Included in PSU line below |
| RSUs (enhanced LTI) | 3,737 | Included in RSU line below |
| PSUs at target – Operating Margin (enhanced LTI) | 1,868 | Included in PSU line below |
| PSUs at target – Organic Revenue Growth (enhanced LTI) | 1,868 | Included in PSU line below |
| Total RSUs granted (2024) | 13,081 | $1,131,245 |
| Total PSUs (target) granted (2024) | 13,080 | $1,131,158 |
| Total stock awards (SCT) | — | $2,262,403 |
Historical vesting/performance context: 2021 PSUs with relative TSR metric paid 0% in 2024; PSUs based on OCF/adjusted NI over 2021–2023 paid 66.3% of target, highlighting rigor in performance hurdles .
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 31, 2025)
| Holder | Shares owned | Right to acquire within 60 days | Total beneficial | % of outstanding (42,729,426 shares) |
|---|---|---|---|---|
| Timothy P.V. Mammen | 58,062 | 15,296 | 73,358 | <1% |
- Insider policy prohibits hedging and pledging; directors/officers may not pledge Company shares and hedging is not permitted .
- Officer stock ownership guidelines: CFOs and senior executives must hold ≥2x salary (unvested time‑based RSUs count; options and unvested PSUs do not); as of 12/31/2024, each NEO exceeded requirements or was within the 4‑year phase‑in period .
- 2024 vesting and exercises: Mammen had 7,087 shares vest (value $621,317); no option exercises reported in 2024 .
Outstanding/Unvested Equity at FY‑End 2024 (selected items)
| Award (Grant) | Unvested/Unearned units | FY‑end market value |
|---|---|---|
| RSUs (2024 grant) | 13,081 | $951,250 |
| PSUs (2024 grant, at target) | 3,270 | $237,794 |
| RSUs (2023 grant) | 4,107 | $298,661 |
| PSUs (2023 grant, at target) | 3,696 | $268,773 |
| RSUs (2022 grant) | 1,902 | $138,313 |
| RSUs (2021 grant) | 808 | $58,758 |
Stock Options (exercisable)
| Grant | Exercisable | Strike | Expiry |
|---|---|---|---|
| 2/22/2018 | 6,642 | $239.72 | 2/22/2028 |
| 2/15/2019 | 8,654 | $154.88 | 2/15/2029 |
Employment Terms
- Agreement term and renewal: Employment agreements effective through Dec 31, 2024, auto‑renew annually unless either party gives ≥6 months’ notice; upon a change in control (CIC), the term extends to the second anniversary of the CIC .
- Non‑compete/non‑solicit: One‑year non‑compete and 18‑month non‑solicit; Company pays base salary during any period it enforces the non‑compete (not more than 1 year) .
- Clawback: Compensation recovery policy covers cash and equity; no excise tax gross‑ups; no single‑trigger CIC benefits .
Severance and Change‑in‑Control Economics (CFO)
| Scenario | Cash severance | Health benefits | Bonus treatment | Equity treatment | Illustrated totals (12/31/2024 basis) |
|---|---|---|---|---|---|
| Involuntary Termination (no CIC) | 18 months base salary continuation | COBRA premiums up to 18 months | Pro‑rated bonus based on actual performance | Acceleration of equity that would vest within 12 months | $1,778,600 total; includes $849,815 salary/benefits, $265,300 AIP, $663,485 equity acceleration |
| Involuntary Termination within 24 months post‑CIC (double‑trigger) | 24 months base salary continuation | COBRA premiums up to 24 months | Pro‑rated current‑year bonus + 2× average prior 3‑year bonus (non‑CEO) | Full vesting; PSUs at target | $5,514,677 total; includes $1,133,086 salary/benefits, $1,120,535 incentive, $3,261,056 equity |
| Death | — | — | Pro‑rated bonus | RSUs vest; PSUs vest at 100% target | $3,526,356 total (includes equity) |
| Disability | — | — | Pro‑rated bonus | RSUs vest; PSUs vest pro‑rata at actual achievement for post‑July 2021 grants | $2,269,221 total |
| Non‑renewal by Company (no CIC) | 12 months base salary + health | Up to 12 months | Pro‑rated bonus | — | $831,843 total |
Compensation Structure Analysis
- Mix shift and rigor: 2024 LTI split evenly between PSUs (operating margin, organic revenue growth) and RSUs, with 3‑year PSU performance; 2021 relative TSR PSUs paid 0%, and OCF/NI PSUs paid 66.3%—evidence of challenging targets and performance gating .
- AIP revisions: In August 2024, the Compensation Committee capped the AIP via the “Revised AIP,” limiting payouts (CFO final payout 61.6% of target) despite “100%+” corporate performance metric notation, reflecting conservatism during a downcycle .
- Shareholder alignment: Anti‑hedging/anti‑pledging, stock ownership requirements (≥2× salary for senior executives), no single‑trigger CIC, no option repricing, and no SERP/gross‑ups; say‑on‑pay support >96% in 2024 .
Related Party Transactions and Red Flags
- No related‑party transactions involving Mammen are disclosed; broader related‑party items in 2024/2025 pertained to founder trusts and plan fees (Vanguard) and were Audit Committee‑approved .
- Policies prohibit hedging and pledging by officers; no option repricing without shareholder approval; no excise tax gross‑ups; all NEO CIC benefits require double‑trigger—mitigating key governance red flags .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: Over 96% of votes cast supported executive compensation at the 2024 annual meeting; company continues annual advisory votes and maintains pay‑for‑performance design .
Expertise & Qualifications
- Education/credentials: LSE B.Sc. (Hons); Chartered Accountant (ICAS) .
- Experience: >24 years as public‑company CFO; prior finance leadership at IPFD, United Partners Plc, and DuPont .
- SOX certifications: CFO signed 2024 10‑K Section 302 and 906 certifications, evidencing responsibility for disclosure controls and ICFR .
Work History & Career Trajectory
| Period | Role | Company |
|---|---|---|
| 2000–present | CFO; SVP since 2013 | IPG Photonics |
| 1999–2000 | Group Finance Director & GM, U.K. | IP Fibre Devices (IPFD) |
| 1995–1999 | Finance Director & GM | United Partners Plc |
| Pre‑1995 | Finance department | DuPont |
Equity Vesting Schedules and Potential Selling Pressure
- RSUs vest in three equal annual tranches starting March 1, 2025; PSUs granted in 2024 cliff‑vest in March 2027 to the extent earned, creating identifiable potential liquidity events on vesting dates .
- 2024 realized equity: 7,087 shares vested to Mammen; no option exercises—limited realized selling pressure in 2024 from options .
Investment Implications
- Alignment and retention: Long tenure, significant unvested equity (notably 2024 RSUs/PSUs) and ownership requirements, combined with anti‑hedging/pledging policies, indicate strong alignment and moderate retention risk; CIC protections are standard double‑trigger with “best after‑tax” cutback .
- Pay responsiveness to cycle: The 2024 AIP cap during a 24% revenue decline underscores compensation discipline and downside risk sharing with investors; PSUs tied to organic revenue growth and operating margin target operational improvement through 2026–2027 .
- Trading signals: Scheduled RSU vesting (2025–2027) and PSU cliff in 2027 define future supply windows; anti‑hedge/pledge limits aggressive monetization; no 2024 option exercises by Mammen .
- Governance: Strong say‑on‑pay support (96%+) and absence of shareholder‑unfriendly features (no SERP, no gross‑ups, no single‑trigger CIC) reduce governance discount risk .