DEF 14A of Ipg Photonics Corp, Apr 7, 2025

DEF 14A of Ipg Photonics Corp

Filed Apr 7, 2025 · FY20240001111928-25-000054

Open on EDGAR

  1. Director Nominee Qualifications and Attributes

    Director Nominee Qualifications and Attributes

  2. Director Nominee Qualifications and Attributes

    | DIRECTOR INDEPENDENCE | BOARD REFRESHMENT | AGE | | | | | | 7/10 Director Nominees are Independent* | 7 years Average Tenure | 63 years Average Age |

  3. Director Nominee Qualifications and Attributes

    * Audit and Compensation Committees are composed entirely of independent directors.

  4. Director Nominees

    Director Nominees

  5. Director Nominees

    | | | | | Committee Membership | | | | | Name and Principal Occupation | Age | Director Since | AC | CC | NCGC | | | Gregory Beecher IND | | | | | | | | Former CFO, Teradyne, Inc. | 67 | 2023 | ● | | ● | | | Jeanmarie Desmond IND | | | | | | | | Former EVP and CFO, DuPont de Nemours, Inc. | 58 | 2021 | ● | ● | | | | Gregory Dougherty IND | | | | | | | | Former CEO, Oclaro, Inc. | 65 | 2019 | ● | ● | | | | Mark Gitin, Ph.D. | | | | | | | | Chief Executive Officer | 58 | 2024 | | | | | | Kolleen Kennedy IND | | | | | | | | Former President, Proton Solutions & Chief Growth Officer at Varian Medical Systems | 65 | 2023 | | | ● | | | Eric Meurice IND | | | | | | | | Former President, CEO and Chairman, ASML Holding NV | 68 | 2014 | | ● | ● | | | Natalia Pavlova | | | | | | | | Significant stockholder | 46 | 2021 | | | ● | | | John Peeler IND, Non-Executive Chair of the Board | | | | | | | | Former Chairman and CEO, Veeco Instruments, Inc. | 70 | 2012 | | ● | | | | Eugene Scherbakov, Ph.D. | | | | | | | | Former CEO | 77 | 2000 | | | | | | Agnes Tang IND | | | | | | | | Partner, Ducera Partners LLC | 51 | 2022 | ● | | |

  6. Director Nominees

    | AC Audit Committee | ● | Chair | | CC Compensation Committee | ● | Member | | NCGC Nominating and Corporate Governance Committee | | | | IND Independent director under Nasdaq and SEC rules | | |

  7. Director Nominees

    | Director Qualifications |

  8. Director Nominees

    The Nominating and Corporate Governance Committee (the "NCGC") is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at the Annual Meeting. Because Ms. Pavlova is not considered independent, the NCGC established a subcommittee (the “Nominating Subcommittee”) for the purpose of carrying out such responsibilities in accordance with Nasdaq listing rules. The Nominating Subcommittee consists of Messrs. Meurice and Beecher and Ms. Kennedy, all of whom are independent directors. In considering each director nominee and the composition of the Board as a whole, the Nominating Subcommittee evaluates members based on their expertise and variety of perspectives, experiences, qualifications, attributes and skills. The following chart summarizes the strategic skills and experience that the Board considers valuable to effective governance and successful oversight of our corporate strategy and illustrates how the director nominees individually and collectively represent these key skills and experiences. Descriptions of the skills and experience are on the following page. The lack of an indicator for a particular item does not mean that the director does not possess that skill or experience; rather, the indicator represents that the item is a core skill or experience of that director.

  9. Director Nominees

    | Skills and Experience | | Beecher | Desmond | Dougherty | Gitin | Kennedy | Meurice | Pavlova | Peeler | Scherbakov | Tang | | | Lasers and Technology | ● | | ● | ● | | ● | | ● | ● | | | | Financial Literacy | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Global Business | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | | Manufacturing and Operating | ● | | ● | ● | ● | ● | | ● | ● | | | | Business Development and M&A | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | | Risk Management | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | | Executive Leadership | ● | ● | ● | ● | ● | ● | | ● | ● | | | | Other Public Company Boards | ● | ● | ● | | ● | ● | | ● | | | | | Non-Corporate Experience | ● | ● | ● | | ● | | ● | | | |

  10. Director Qualifications

    Director Qualifications

  11. Description of Strategic Skills and Strengths

    Description of Strategic Skills and Strengths We believe the Board is more effective by collectively having a mix of competencies and skills and our recent refreshment has improved the mix of experience.

  12. Description of Strategic Skills and Strengths

    | | Lasers and Technology | We have sought directors with management and operational experience in the industries in which we compete. For example, we added a director with experience in automation and electronics in 2023 and a director with experience in the medical device industry in 2024. As a diversified technology, science-based company, directors with technology backgrounds understand the Company’s technology platforms and the importance of investing in new technologies for future growth. | | | Financial Literacy | Knowledge of finance or financial reporting; experience with debt/capital market transactions and/or mergers and acquisitions strengthen the Board’s oversight of financial reporting and internal controls. Financial metrics are used to measure our performance. All directors must understand finance and financial reporting processes. Two of the Audit Committee members qualify as “audit committee financial experts.” | | | Global Business | Global business experience is critical to the Company’s international operations and growth with 74% of sales from customers outside the U.S. in 2024. Knowledge of Asian and European business practices is valuable to understanding our business and strategy. | | | Manufacturing and Operating | As a vertically-integrated company, manufacturing experience and customer service on a global scale are important to understanding the operations and capital needs of the Company. | | | Business Development and M&A | We have used and will continue to use acquisitions to achieve our strategic goals. Directors with experience in business development and mergers and acquisitions provide valuable perspectives regarding process, due diligence, risk assessment and integration of potential partners. For instance, in 2022 we added a director with experience in investment banking and advising on mergers and acquisitions. | | | Risk Management | In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the Company, including cybersecurity risk, we continue to require directors with experience in risk management and oversight. | | | Executive Leadership | Significant leadership experience, including services as a CEO, senior executive, division president or functional leader within a complex organization enhances the Board’s leadership role. | | | Other Public Company Boards | Directors with current or recent membership on other public company boards provide valuable perspectives in many areas including operations, strategy, governance and compensation. | | | Non-Corporate Experience | Experience from backgrounds beyond the executive suite, including non-corporate backgrounds such as non-profit organizations, government and academia. This experience brings a variety of perspectives and ensures that the Board's strategic decisions are well-informed by a broad spectrum of societal needs and expectations. |

  13. Description of Strategic Skills and Strengths

    | Director Nominees |

  14. Description of Strategic Skills and Strengths

    | | Mr. Beecher joined IPG’s Board in January 2023. Mr. Beecher previously served as a Vice President and Chief Financial Officer of Teradyne, Inc. ("Teradyne"), a supplier of automation equipment, from March 2001 to April 2019. Prior to Teradyne, Mr. Beecher served as an Audit Partner at PricewaterhouseCoopers LLP, a provider of business advisory services, from September 1993 to March 2001. He served as a director of MKS Instruments, Inc., a process control instrumentation company, from 2006 to 2020. He also served as a director of Hittite Microwave Corporation, a designer and manufacturer of high performance integrated circuits, modules, subsystems and instrumentation, from 2013 to 2014, and of MatrixOne, a product lifecycle management software provider, from 2003 to 2006, prior to their acquisitions by larger technology companies. Mr. Beecher has served as a trustee on the Isabella Stewart Gardner Museum, an art museum, since 2020. He was previously a licensed Certified Public Accountant in Massachusetts and Vermont from July 1985 to June 2013 and from December 1993 to July 1999, respectively. Mr. Beecher holds a B.S. from the University of Hartford and an M.S. in accounting from Northeastern University. KEY ATTRIBUTES, EXPERIENCE AND SKILLS Mr. Beecher’s extensive financial background, including his previous experience as an audit partner at a public accounting firm and his role as Chief Financial Officer of a publicly traded technology company, as well as his prior service as an outside director to public companies, provides valuable insights for our Board, the Audit Committee and the NCGC. Mr. Beecher is familiar with a large range of management, corporate and board responsibilities and brings valuable perspectives to the Board as an independent director. | | | | | | | | | | Gregory Beecher Independent Director AGE: 67 DIRECTOR SINCE: 2023 COMMITTEES: Audit Committee Nominating and Corporate Governance Committee | | | | | | | | | | | | | | | | | | | | | | | Lasers and Technology | Financial Literacy | Global Business | Manufacturing and Operating | Business Development and M&A | Risk Management | Executive Leadership | Other Public Company Boards | Non- Corporate Experience |

  15. Description of Strategic Skills and Strengths

    | | Ms. Desmond has served as a member of IPG's Board since 2021. Ms. Desmond was the Executive Vice President and Chief Financial Officer of DuPont de Nemours, Inc., a global multi-industry specialty solutions company (“DuPont”), from April 2019 to February 2020. Ms. Desmond served as Vice President and Co-Controller for DuPont from August 2017 to April 2019, and as finance leader for the Specialty Products division following the merger of DuPont with Dow Chemical. Ms. Desmond served in various leadership roles within DuPont in her 30-year career with the company. She also served on the board and was treasurer of the Delaware Prosperity Partnership, a public-private partnership overseeing economic development in Delaware from September 2017 to September 2022. Since 2020, she has served on the board of Trinseo PLC, a materials solutions provider and a manufacturer of plastics, latex binders and synthetic rubber. In October 2021, she joined the board of Sylvamo Corporation, a global producer of uncoated paper. Ms. Desmond earned a B.S. in Accounting from Mt. St. Mary’s University and is a certified public accountant (inactive). KEY ATTRIBUTES, EXPERIENCE AND SKILLS Ms. Desmond brings to the Board substantial finance and accounting experience and extensive experience in technology-driven companies. Her long management experience in a number of key strategic areas including finance leadership and operations financial planning and analysis, tax, internal audit, accounting controls, risk management, mergers and acquisitions, investor relations and public-private partnership brings depth to the skillsets of the Board. | | | | | | | | Jeanmarie Desmond Independent Director AGE: 58 DIRECTOR SINCE: 2021 COMMITTEES: Audit Committee (Chair) Compensation Committee DIRECTORSHIP AT OTHER PUBLIC COMPANIES: Sylvamo Corporation and Trinseo PLC | | | | | | | | | | | | | | | | | | | Financial Literacy | Global Business | Business Development and M&A | Risk Management | Executive Leadership | Other Public Company Boards | Non- Corporate Experience |

  16. Description of Strategic Skills and Strengths

    | | Mr. Dougherty has served as a member of IPG's Board since January 2019. Mr. Dougherty served as a director of Infinera Corporation, a provider of optical transport networking equipment, software and services to telecommunications service providers and others, from January 2019 to February 2025. Mr. Dougherty served as a director of Fabrinet, a provider of advanced optical packaging and precision optical, electro-mechanical, and electronic manufacturing services to original equipment manufacturers of complex products, from February 2019 to January 2022. Mr. Dougherty served as Chief Executive Officer of Oclaro, Inc., a maker of optical components and modules for the long-haul, metro and data center markets, from June 2013 and has served as a director of Oclaro from April 2009, until its December 2018 acquisition. Prior to Oclaro, Mr. Dougherty served as a director of Avanex Corporation, a leading global provider of intelligent photonic solutions, from April 2005 to April 2009. Mr. Dougherty also served as a director of Picarro, Inc., a manufacturer of ultra-sensitive gas spectroscopy equipment using laser-based technology, from October 2002 to August 2013, and as its Interim Chief Executive Officer from January 2003 to April 2004. From February 2001 until September 2002, Mr. Dougherty was the Chief Operating Officer at JDS Uniphase Corporation (“JDS”), an optical technology company. Prior to JDS he was the Chief Operating Officer of SDL, Inc., a maker of laser diodes, from March 1997 to February 2001 when they were acquired by JDS. Mr. Dougherty serves on the boards of AvicenaTech, Corp., a privately held provider of advanced LED-based optical interconnects for computing since October 2024, and MaxLinear, Inc., a provider of radio frequency (RF), analog and mixed-signal integrated circuits, since March 2020. Mr. Dougherty earned a B.S. in optics from the University of Rochester. KEY ATTRIBUTES, EXPERIENCE AND SKILLS Mr. Dougherty contributes to the Board significant leadership, operations, sales, marketing and general management experience in optics and components for telecommunications and other applications. For over three decades, Mr. Dougherty has worked in the optical and components industry and can provide the Board with insight into the industry and conditions in which the Company operates. Having been recently a CEO at a publicly-held company and now serving as a member on the boards of optical and electronics companies, he is familiar with a large range of management, corporate and board responsibilities and brings valuable perspectives to the Board as an independent director. | | | | | | | | | | Gregory Dougherty Independent Director AGE: 65 DIRECTOR SINCE: 2019 COMMITTEES: Compensation Committee (Chair) Audit Committee DIRECTORSHIP AT OTHER PUBLIC COMPANY: MaxLinear, Inc. | | | | | | | | | | | | | | | | | | | | | | | Lasers and Technology | Financial Literacy | Global Business | Manufacturing and Operating | Business Development and M&A | Risk Management | Executive Leadership | Other Public Company Boards | Non- Corporate Experience |

  17. Description of Strategic Skills and Strengths

    | | Dr. Gitin became CEO of the Company and joined the Board of Directors on June 5, 2024. Prior to IPG, Dr. Gitin served as Executive Vice President and General Manager, Photonics Solutions Division of MKS Instruments, Inc. Dr. Gitin joined MKS in September 2017 as Vice President and General Manager of the Photonics Business Unit and in 2018, also assumed responsibility for the Instruments and Motion Business Unit. Prior to joining MKS, from March 1995 to September 2017, Dr. Gitin held various management positions covering a wide range of technologies at Coherent, Inc., including Vice President of Strategic Marketing, Vice President of Business Development, and Vice President and General Manager of the Diodes, Fibers and Systems Business Unit. Dr. Gitin holds a B.S. in Electrical Engineering from University of California, Davis and an M.Eng. and Ph.D. in Electrical Engineering from Cornell University. KEY ATTRIBUTES, EXPERIENCE AND SKILLS Dr. Gitin has more than 30 years of experience in the lasers and optics sector and possesses extensive technical and scientific expertise. Dr. Gitin brings a strong track record as a strategic industry leader with the ability to identify and execute growth opportunities. As the Chief Executive Officer, Dr. Gitin reports to the Board and has responsibility for managing the general business and affairs of the Company as well as executing the Board-approved strategy. Dr. Gitin's service as chief executive officer of the Company provides the Board with direct knowledge and understanding of the Company’s operations and execution of strategy. | | | | | | | | Mark Gitin, Ph.D. Chief Executive Officer AGE: 58 DIRECTOR SINCE: 2024 COMMITTEES: None | | | | | | | | | | | | | | | | | | | Lasers and Technology | Financial Literacy | Global Business | Manufacturing and Operating | Business Development and M&A | Risk Management | Executive Leadership |

  18. Description of Strategic Skills and Strengths

    | | Ms. Kennedy joined IPG’s Board in August 2023. Ms. Kennedy retired as President, Proton Solutions & Chief Growth Officer at Varian Medical Systems (“Varian”), a supplier of healthcare solutions and services, in December 2021. Ms. Kennedy served in several strategic roles at Varian over 24 years, including President, Proton Solutions and Chief Growth Officer from October 2018 to December 2021, Executive Vice President and President, Oncology Systems from October 2014 to September 2018, and Senior Vice President and President, Oncology Systems from October 2011 to September 2014. Prior to Varian, Ms. Kennedy was with Siemens Medical Systems and Radiation Oncology Computer Systems in oncology product sales and marketing. Ms. Kennedy serves as a member of the board of ICU Medical, Inc., manufacturer of medical technologies, since December 2021 and the non-profit Wayne State University Foundation since April 2018. Ms. Kennedy holds B.S. degrees in Radiation Oncology and Psychology from the Wayne State University and a M.S. in Medical Physics from the University of Colorado Denver. KEY ATTRIBUTES, EXPERIENCE AND SKILLS Ms. Kennedy’s experience as a president and in other senior executive roles at healthcare equipment makers provides enhanced experience to help identify and nurture growth opportunities, strategic planning, and business development to the Board. Ms. Kennedy also possesses a strong blend of leadership experience, medical device industry-specific knowledge, operational, acquisition and strategic planning skills that provide the Board with an independent director with the requisite background to evaluate and guide the Company in addressing opportunities and challenges with our medical products and the markets we serve. | | | | | | | | | Kolleen Kennedy Independent Director AGE: 65 DIRECTOR SINCE: 2023 COMMITTEES: Nominating and Corporate Governance Committee (Chair) DIRECTORSHIP AT OTHER PUBLIC COMPANY: ICU Medical, Inc. | | | | | | | | | | | | | | | | | | | | | Financial Literacy | Global Business | Manufacturing and Operating | Business Development and M&A | Risk Management | Executive Leadership | Other Public Company Boards | Non- Corporate Experience |

  19. Description of Strategic Skills and Strengths

    | | Mr. Meurice has served as a member of IPG's Board since June 2014. Mr. Meurice was President and Chief Executive Officer of ASML Holding NV, a provider of semiconductor manufacturing equipment and technology, from October 2004 to June 2013, and chairman of the board of management until March 2014. From 2001 to 2004, he was Executive Vice President of the Thomson Television Division of Thomson, SA, an electronics manufacturer. From 1995 to 2001, he served as head of Dell Computer’s Western, Eastern Europe and EMEA emerging market businesses. Before 1995, he gained significant technology experience at ITT Semiconductors and at Intel Corporation. Mr. Meurice served on the boards of Soitec S.A., a semiconductor materials manufacturer, from July 2018 to July 2024, UMICORE S.A., a recycling and materials company, from April 2015 to April 2023, NXP Semiconductors N.V., a semiconductor company, from April 2014 to June 2019, Meyer Burger Technology AG, a solar equipment vendor, from May 2018 to May 2019, ARM Holdings plc, a semiconductor intellectual property supplier, from July 2013 to March 2014, and Verigy Ltd., a manufacturer of semiconductor test equipment, until its acquisition by Advantest Corporation in 2011. Mr. Meurice serves on the boards of Global Blue Group Holding AG, a leader in currency and value added tax processing, since September 2020, and Intel Corporation, a leading developer of process technology and a major manufacturer of semiconductors, since December 2024. Mr. Meurice also serves as chair of the supervisory board of Nearfield Instruments B.V., a privately held deliverer of in-line process control solutions to the semiconductor manufacturing industry, since March 2023. Mr. Meurice earned a Master’s degree in Mechanics and Energy Generation at the Ecole Centrale de Paris, a Master’s degree in Economics from la Sorbonne University, Paris, and an M.B.A. from the Stanford University Graduate School of Business. KEY ATTRIBUTES, EXPERIENCE AND SKILLS Mr. Meurice has extensive skills and experience as a manager of several rapidly-growing, complex and global businesses in the capital equipment and electronics fields with several billions of dollars in revenues, most recently as former President and Chief Executive Officer of ASML Holding NV. He has experience managing a publicly-held company as well as experience on serving on several public company boards in the equipment and technology fields. Mr. Meurice also has a record of proven leadership as a strategic thinker, operator and marketer at the businesses he managed. | | | | | | | | | Eric Meurice Independent Director AGE: 68 DIRECTOR SINCE: 2014 COMMITTEES: Nominating and Corporate Governance Committee Compensation Committee DIRECTORSHIP AT OTHER PUBLIC COMPANIES: Global Blue Group Holding AG and Intel Corporation | | | | | | | | | | | | | | | | | | | | | Lasers and Technology | Financial Literacy | Global Business | Manufacturing and Operating | Business Development and M&A | Risk Management | Executive Leadership | Other Public Company Boards |

  20. Description of Strategic Skills and Strengths

    | | Ms. Pavlova has served as a member of IPG's Board since January 2021. She serves as a Trustee to the VPG Foundation, a family foundation supporting the philanthropic endeavors of IPG's founder, Valentin P. Gapontsev, and is a member of the Board of Trustees of Worcester Polytechnic Institute (WPI) since November 2024. Ms. Pavlova has served in a variety of roles at non-profit institutions including the Worcester Art Museum (WAM), The Willard House and Clock Museum, and the Rhode Island School of Design (RISD Museum). She also worked in sales and marketing roles at IPG previously. Ms. Pavlova holds a Qualification for Fine Art Critic and Historian of Art and Culture from the Russian State University for the Humanities, and an M.S. in Arts Administration from Boston University. She is the spouse of co-founder and Senior Vice President, Chief Scientist, Igor Samartsev. KEY ATTRIBUTES, EXPERIENCE AND SKILLS As a significant stockholder with family association to founders of the Company as well as having served as an employee of the Company in sales and marketing, Ms. Pavlova’s membership on the Board provides it with further engagement by individuals having a long-term perspective and strong economic ties with the Company. Among her specific attributes that qualify her to serve as a member of the Board, Ms. Pavlova possesses extensive knowledge of our history and culture. Ms. Pavlova strengthens the connection between the Company’s founding members and our Board, thereby assisting in the alignment of the Board with the interests of all IPG stockholders. Her experience working for nonprofit organizations adds different perspectives to the boardroom. | | | Natalia Pavlova AGE: 46 DIRECTOR SINCE: 2021 COMMITTEES: Nominating and Corporate Governance Committee | | | | | | | | | Financial Literacy | Non- Corporate Experience |

  21. Description of Strategic Skills and Strengths

    | | Mr. Peeler became IPG's non-executive Chair of the Board on October 29, 2021. Mr. Peeler was appointed to IPG's Board in 2012 and served as the Lead Independent Director from 2017 to 2021. Mr. Peeler has been acting CEO of Jumplights Corp., a privately held producer of LED horticultural lighting, since June 2021. He was previously the Chief Executive Officer of Veeco Instruments Inc. (“Veeco”) from July 2007 until September 2018, and Chairman or Executive Chairman of its board of directors from May 2012 until May 2020. Veeco is a developer and manufacturer of MOCVD, molecular beam epitaxy, ion beam and other advanced semiconductor processes equipment. He was Executive Vice President of JDS and President of the Communications Test & Measurement Group of JDS, which he joined upon the closing of JDS’s merger with Acterna, Inc. in August 2005. Before joining JDS, Mr. Peeler served as President and Chief Executive Officer of Acterna. He has a B.S. and M.E. in Electrical Engineering from the University of Virginia. KEY ATTRIBUTES, EXPERIENCE AND SKILLS Over the course of his career, Mr. Peeler has managed several high-growth technology companies. In addition, he has developed managerial leadership skills through his former position as Chief Executive Officer of Veeco, a publicly-traded company with substantial international operations. His managerial positions have provided him with in-depth knowledge of the service needs of customers in demanding markets, including semiconductor capital equipment, various manufacturing models, research and development, marketing and sales. In these roles, he has also been responsible for attracting and incentivizing executives on his team. These experiences have provided him important insights in support of his positions as non-executive Chair and a member of the Compensation Committee and the NCGC. | | | | | | | | | John Peeler Non-Executive Chair Independent Director AGE: 70 DIRECTOR SINCE: 2012 COMMITTEES: Compensation Committee | | | | | | | | | | | | | | | | | | | | | Lasers and Technology | Financial Literacy | Global Business | Manufacturing and Operating | Business Development and M&A | Risk Management | Executive Leadership | Other Public Company Boards |

  22. Description of Strategic Skills and Strengths

    | | Dr. Scherbakov has served as a member of IPG's Board since September 2000. Since June 2024, he has served the Company as a Senior Advisor. He previously was Chief Executive Officer of IPG from May 2021 to June 2024, Chief Operating Officer of IPG from February 2017 to his appointment as CEO, and Managing Director of IPG Laser GmbH, IPG's German subsidiary, from August 2000 until June 2024, and Senior Vice President-Europe from February 2013 until May 2021. He served as the Technical Director of IPG Laser from 1995 to August 2000. From 1983 to 1995, Dr. Scherbakov was a senior scientist in fiber optics and head of the optical communications laboratory at the General Physics Institute, Russian Academy of Science in Moscow. Dr. Scherbakov graduated from the Moscow Physics and Technology Institute with an M.S. in Physics. In addition, Dr. Scherbakov attended the Russian Academy of Science in Moscow, where he received a Ph.D. in Quantum Electronics from its Lebedev Physics Institute and a Doctor of Science degree in Laser Physics from its General Physics Institute. KEY ATTRIBUTES, EXPERIENCE AND SKILLS Having served as our past Chief Executive Officer and as Managing Director of IPG Laser GmbH, which produces a large volume of our products and is the source of many developments in products, technology and applications, Dr. Scherbakov developed extensive knowledge of the Company’s business across our many international branches. His long-term service with the Company provides the Board with a detailed understanding of the Company's operations, sales and customers. He also brings extensive technological knowledge of fiber lasers, their components and manufacturing processes to the Board. | | | | | | | | Eugene Scherbakov, Ph.D. AGE: 77 DIRECTOR SINCE: 2000 COMMITTEES: None | | | | | | | | | | | | | | | | | | | Lasers and Technology | Financial Literacy | Global Business | Manufacturing and Operating | Business Development and M&A | Risk Management | Executive Leadership |

  23. Description of Strategic Skills and Strengths

    | | Ms. Tang has served as a member of IPG's Board since March 2022. Ms. Tang is a Founding Partner at Ducera Partners LLC, which offers strategic advisory, mergers and acquisitions, capital advisory, liability, management and restructuring advisory services. Prior to joining Ducera in 2015, Ms. Tang was a Managing Director in the New York Office of Perella Weinberg Partners from 2008 to 2015. Prior to joining Perella Weinberg, Ms. Tang was an investment banking professional at Houlihan Lokey, and a strategy consultant at The Oliver Wyman Group, a business division of Marsh & McLennan Companies. Ms. Tang joined the board of McClatchy Media Company, a privately held publishing company, in January 2025. Ms. Tang received a B.A. in Economics from Northwestern University and a M.B.A. from the Harvard Business School. KEY ATTRIBUTES, EXPERIENCE AND SKILLS Ms. Tang's experience working across a range of industry sectors and different size companies provides her with a broad perspective in how companies manage to maximize business opportunity potential. Specializing in situations with multi-dimensional complexities and risks, Ms. Tang has more than twenty years of experience working to find creative solutions for companies at strategic crossroads. She brings to the Board a combination of strategy, operational and financial acumen and a commitment to partnership and collaboration. | | | | | Agnes Tang Independent Director AGE: 51 DIRECTOR SINCE: 2022 COMMITTEES: Audit Committee | | | | | | | | | | | | | Financial Literacy | Global Business | Business Development and M&A | Risk Management |

  24. Description of Strategic Skills and Strengths

    | The Board recommends that you vote FOR each director nominee named in this Proxy Statement. |

  25. Directors

    Directors

  26. Directors

    | Board Refreshment and Composition |

  27. Board Nomination Process

    | Director Compensation |

  28. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation of each of our non-employee directors for 2024:

  29. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Gregory Beecher | 60,000 | 249,950 | 309,950 | | Michael Child | 42,776 | 249,950 | 292,726 | | Jeanmarie Desmond | 75,000 | 249,950 | 324,950 | | Gregory Dougherty | 75,000 | 249,950 | 324,950 | | Kolleen Kennedy | 44,724 | 249,950 | 294,674 | | Eric Meurice | 66,989 | 249,950 | 316,939 | | Natalia Pavlova | 44,724 | 249,950 | 294,674 | | John Peeler | 132,776 | 249,950 | 382,726 | | Agnes Tang | 52,500 | 249,950 | 302,450 |

  30. Director Compensation Table

    (1)The amount reported is equal to the fair value of the RSU awards as of the grant date determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") disregarding any estimates of forfeitures related to service-based vesting. The assumptions that we used with respect to the valuation of RSU awards are set forth in Note 15 to our Consolidated Financial Statements in our Annual Report.

  31. Director Compensation

    Director Compensation

  32. Outstanding Equity Awards Table

    Outstanding Equity Awards Table

  33. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides information regarding unvested RSUs and unexercised stock options held by each of our non-employee directors on December 31, 2024. The Company no longer grants stock options to non-employee directors. All previously-granted options were vested as of December 31, 2024.

  34. Outstanding Equity Awards

    | Name | Unvested Restricted Stock Units (#) | Total Number of Shares Underlying Option Awards Held (#) | | Gregory Beecher | 3,022 | — | | Michael Child | 3,022 | 10,578 | | Jeanmarie Desmond | 3,022 | — | | Gregory Dougherty | 3,022 | 3,259 | | Kolleen Kennedy | 3,022 | — | | Eric Meurice | 3,022 | 10,578 | | Natalia Pavlova | 3,022 | — | | John Peeler | 3,022 | 7,576 | | Agnes Tang | 3,022 | — |

  35. Outstanding Equity Awards

    Our Charter limits the dollar amount of personal liability of our directors for breaches by them of their fiduciary duties. Our Charter requires us to indemnify our directors to the fullest extent permitted by the Delaware General Corporation Law ("DGCL"). We have also entered into indemnification agreements with all of our directors and we have purchased directors’ and officers’ liability insurance.

  36. Objectives of Director Compensation

    Objectives of Director Compensation Quality non-employee directors are critical to our success. We believe that the two primary duties of non-employee directors are to effectively represent the long-term interests of our stockholders and to provide guidance to management. As such, our compensation program for non-employee directors is designed to meet several key objectives: •Adequately compensate directors for their responsibilities and time commitments and for the personal liabilities and risks that they face as directors of a public company. •Attract the highest caliber non-employee directors by offering a compensation program consistent with those at companies of similar size, complexity and business character. •Align the interests of directors with our stockholders by providing a significant portion of compensation in equity and requiring directors to own our stock. •Provide director compensation that is simple and transparent to stockholders and reflects corporate governance best practices.

  37. Elements of Director Compensation

    Elements of Director Compensation We believe that the following components of our director compensation program support the objectives above: •We provide cash compensation through retainers for Board and committee service, as well as additional cash retainers to the non-executive Chair of the Board and chairs of our standing Board committees. We do not provide Board and committee meeting fees. Compensating our directors in this manner simplifies the administration of our program and creates greater equality in rewarding service on committees of the Board. The additional retainers for Board or committee leadership compensate directors for the additional responsibilities and time commitments involved with chair responsibilities. •We pay for, provide or reimburse directors for expenses, including business class travel, incurred to attend Board and committee meetings and director education programs. We do not pay our non-employee directors any additional payments or perquisites. •Directors do not have a retirement plan. •Directors who are also employees receive no additional compensation for service on the Board.

  38. Director Compensation

    Director Compensation

  39. Determining Director Compensation

    Determining Director Compensation Our Compensation Committee reviews our director compensation program every other year to confirm that the program remains appropriate and competitive and recommends any changes to our full Board for consideration and approval. In 2024, the Compensation Committee engaged FW Cook, an independent compensation consultant, to provide a comprehensive review of compensation for non-employee directors in comparison to the same compensation peer group used for the Company’s executive compensation analysis. The analysis included review of cash retainers, initial and annual equity grants, vesting schedules, and meeting fees for Board and committee service. Based upon its review, in 2024 the Compensation Committee determined that the director compensation continues to be appropriate and changes were made in 2024.

  40. DETERMINING NON-EMPLOYEE DIRECTOR COMPENSATION

    DETERMINING NON-EMPLOYEE DIRECTOR COMPENSATION

  41. DETERMINING NON-EMPLOYEE DIRECTOR COMPENSATION

    | 1 | | 2 | | 3 | | The Compensation Committee engages independent compensation consultant to review compensation of non-employee directors as compared to peer group | | The Compensation Committee evaluates the independent compensation consultant's report, compensation trends and need to retain and attract high caliber non-employee directors consistent with comparable companies | | The Board considers changes to non-employee directors compensation program recommended by the Compensation Committee |

  42. Our Business and Our Compensation Philosophy

    | Form of Compensation | | Performance Period | Performance Criteria | Objectives | For More Information | | Base Salary | | | | | | | CEO | OTHER NEOs | Ongoing | Alignment of salary with performance is evaluated on an annual basis | •Provides a competitive fixed component of cash compensation to attract and retain talented and experienced executives with the knowledge and skills necessary to achieve the Company’s strategic business objectives •Reflect scope of roles and responsibilities, contributions, skills, knowledge, experience and seniority | Page 36 | | Annual Incentive | | | | | | | CEO | OTHER NEOs | One year | Net sales and Adjusted EBIT | •Provides variable cash compensation opportunity that rewards achievement of corporate goals, with an additional compensation opportunity based upon individual performance •Motivates achievement of short-term performance goals designed to enhance value of IPG •Foster a shared commitment among executives through establishment of uniform Company financial goals | Page 36 | | Long-Term Incentives | | | | | | | CEO | OTHER NEOs | Three years | Attainment of revenue growth and profitability targets | •Rewards successful achievement of three- year performance goals designed to enhance long-term value of IPG •Intended to satisfy long-term retention objectives | Page 39 | | | | Vests over three years | Service-based vesting; ultimate value based on stock price performance | •Rewards the creation of long-term value •Recognizes potential future contributions •Intended to satisfy long-term retention objectives | |

  43. Annual Incentives

    Annual Incentives A significant portion of an executive's potential short-term compensation is in the form of annual cash incentive pay tied to the achievement of goals set by the Compensation Committee under our Senior Executive Annual Incentive Plan ("AIP") administered by the Compensation Committee. The Compensation Committee determines who is eligible to receive awards under the AIP, defines performance goals and objectives for executives, establishes target awards for each participant for the relevant performance period, and determines the percentage of the target award that should be allocated to the achievement of each of the chosen performance goals. Generally, after the end of the fiscal year, the independent directors and the Compensation Committee determine the amount of the CEO’s and each of the other NEO’s actual annual incentive award, respectively, based upon their evaluation of achievement against pre-determined goals. Financial performance above target results in a payout of a higher percentage of a NEO's target bonus, up to 200% of the NEO’s total target cash bonus. Performance below target results in a lower bonus payout for that goal if a minimum threshold is met, with 37.5% of the NEO’s total target cash bonus as the minimum in such circumstance, or no payout if the minimum threshold is not met. The CEO can earn up to 25% of his target award based upon personal goals and objectives determined by the independent directors. The other NEOs are also are eligible for payouts up to 25% of the target award based on their individual performance in support of the CEO’s goals and other objectives, the recommendation of the CEO, and other factors the Compensation Committee deems relevant. The maximum opportunity under the AIP is 225% of the total target payout. In February 2024, The Compensation Committee approved annual performance targets and targeted individual payouts for the Company’s then-serving NEOs for fiscal year 2024. Consistent with prior years, the Compensation Committee identified two financial performance measures: net sales and adjusted EBIT, each as determined under the AIP, and assigned a 50% weighting factor to each financial performance goal. Net sales under the AIP is the same as net sales as reported in our financial statements and adjusted EBIT is defined as earnings before interest and taxes, excluding stock-based compensation and foreign exchange transaction gains and losses. The Compensation Committee chose to focus on net sales and adjusted EBIT so that our NEOs would be incentivized to deliver the types of financial performance that benefit our stockholders, namely, sales and profits. The total payout targets were set at 110% of base salary for Dr. Scherbakov and 80% of base salary for the other NEOs, except for Dr. Samartsev, whose annual incentive target was set at 50% of base salary. The target payouts as a percentage of salary were consistent with 2023.

  44. Financial Objective and Funding Mechanism/Determination

    | | Original AIP | | | | | 2024 Financial Performance Goals | | | | Financial Metric | Threshold (50% funding) | Target (100% funding) | Maximum (267% funding) | | Net Sales ($M) | 1,065 | 1,183 | 1,302 | | Adjusted EBIT ($M) | 144 | 214 | 265 |

  45. Financial Objective and Funding Mechanism/Determination

    In August 2024, the broader macroeconomic environment led the Board to revise expectations for fiscal 2024. As a result, the Committee undertook a review and determined that financial performance measures and targets in the Original AIP were no longer appropriate to incentivize management to create long-term stockholder value in light of macroeconomic uncertainty, which impacted industrial and e-mobility markets and were outside of management's control. This uncertainty weighed on demand, leading to substantially lower revenue compared to the Company's 2024 annual operating plan earlier approved by the Board. The Compensation Committee considered, among other factors, the challenging demand environment across the Company's key economic regions and that uncertainty across all major geographies was likely to weigh on demand for the remainder of the year. The Committee also considered independent third-party market data and purchasing managers indices which reflected lower levels of industrial purchasing across the Company’s principal markets. In light of the Board's revised expectations for performance for the remainder of 2024, and taking into account management’s strong financial and operational execution to date in the year, including cost reductions, inventory reductions and planning to sell its Russian operations which position the Company for improved performance as the global demand environment recovers, and the need to retain and motivate the management in a year of CEO leadership transition, the Committee approved a revised AIP in August 2024 (the "Revised AIP') to align annual cash incentive pay more closely with the Company's goals and revised expectations for 2024. The financial performance measure under the Revised AIP was net sales for the second half of 2024 and the total payout for financial and personal performance under the Revised AIP was capped at 62.5% of the original target payout, which corresponds to payout at threshold performance under the Original AIP. The Compensation Committee chose net sales as the sole financial measure for the Revised AIP because of the uncertainty of earnings in light of cost cutting measures that were in development then, potential restructuring charges, the potential financial impacts from the sale our Russian operations, and additional sanctions impacting the Company's supply chain. The following table sets forth the threshold targets and maximum financial performance levels under the Revised AIP.

  46. Financial Objective and Funding Mechanism/Determination

    | | Revised AIP | | | | | | 2024 Financial Performance Goals | | | | | Financial Metric | Threshold (50% funding) | Target (100% funding) | Maximum (100% funding) | 2024 Results | | Net Sales 2H2024 ($M) | 385 | 428 | 471 | 467 |

  47. 2024 Payouts

    2024 Payouts The table below includes the Revised AIP payouts to our NEOs in office at the end of 2024. Drs. Scherbakov and Ovtchinnikov were not eligible to receive bonuses under the 2024 AIP and Dr. Gitin did not participate in the Revised AIP in light of his new hire bonus.

  48. 2024 Payouts

    | | | Target(1) | | | | Actual | | | | | | Name | Annual Base Salary | Target Annual Incentive % | Corporate Performance Target (weighting) | Personal Performance Target (weighting) | Target Annual Incentive $ | Financial | | Personal | Final Award $ | Final Award as % of Target | | | | | | | | Performance % | | Performance % | | | | Timothy Mammen | $538,700 | 80% | 75% | 25% | $430,960 | 100% | + | 96.25% | $265,300 | 61.6% | | Trevor Ness | $501,000 | 80% | 75% | 25% | $400,800 | 100% | + | 94.75% | $245,200 | 61.2% | | Angelo Lopresti | $485,500 | 80% | 75% | 25% | $388,400 | 100% | + | 100% | $242,800 | 62.5% | | Igor Samartsev | $424,200 | 50% | 75% | 25% | $212,100 | 100% | + | 90% | $127,200 | 60.0% |

  49. 2024 Payouts

    (1)The "threshold" and "maximum" amounts under the AIP are provided in the 2024 Grants of Plan-Based Awards table. Under the Revised AIP, payout for financial and personal performance was capped at 62.5% of the original target payout.

  50. Historical AIP Performance

    Historical AIP Performance The following graphic shows AIP payouts compared to targets for fiscal years 2022 to 2024, demonstrating the strong connection between pay and performance in the Company's annual incentive compensation practices. * For 2024, represents payouts to continuing NEOs and excludes new hire bonus to newly hired CEO.

  51. Long-Term Incentives

    Long-Term Incentives The goal of our equity-based award program is to provide employees and executives with the perspective of an owner having a long-term financial stake in our success, further increasing alignment with stockholders. Our equity-based incentives align the interests of our executives and stockholders by motivating executives to increase long-term stockholder value. In 2024, our equity-based award program for our NEOs included PSUs and RSUs, with each award type representing half of the overall 2024 long-term incentive award opportunity (at target for the PSUs). The type and proportion of the equity grants reflected a review by our Compensation Committee, with the assistance of FW Cook, of equity award practices at peer companies. The Committee believes that granting a balance of PSUs and RSUs appropriately aligns executive compensation with the achievement of the Company’s strategic goals and long-term stockholder value creation. Additionally, the value of the PSUs and RSUs is tied to the Company's stock price, which further links pay to performance.

  52. 2024 EQUITY ELEMENTS (at target)

    2024 EQUITY ELEMENTS (at target) In February 2024, the Compensation Committee evaluated the size of long-term incentive award against applicable market comparisons. In addition to market comparisons, the Compensation Committee retains the flexibility to adjust individual award levels, taking into account variations in the individual’s job experience and responsibility. In 2024, the Compensation Committee used competitive market data from the total compensation study of peer companies and broader market survey data to gain perspective of appropriately competitive executive compensation. The Compensation Committee analyzed several aspects of the equity grant program, including (i) the degree to which executives have incentives to remain employed by the Company through unvested award value and (ii) the aggregate equity usage in terms of (a) annual usage, typically called burn rate and (b) cumulative equity delivery, typically called overhang, to determine the dilutive effect of equity awards on investors. In setting equity award values for 2024, the Compensation Committee also took into consideration the actual performance of the NEOs in driving long-term stockholder value during the prior periods’ challenges and uncertainties facing IPG, including competition, geopolitical events and dynamic economic and market environments. In order to provide additional incentive, to further align the interests of the NEOs with our stockholders, and to motivate the NEOs to drive continued future performance in 2024 and beyond, the Compensation Committee approved a one-time, additional equity award opportunity for NEOs other than the CEO as part of the annual grant cycle in 2024. The form and value of such awards were determined after considering a variety of factors and using input from the Compensation Committee’s independent compensation consultant. In evaluating the size of 2024 equity grants and the one-time, additional equity award, the Compensation Committee considered the value of the unvested equity awards held by the executive team prior to and after the granting of 2024 equity awards. Prior to the 2024 grants, all of our NEOs held less than 1x their annual equity award grant in unvested equity awards (taking into account the vesting event in March 2024), which the Compensation Committee determined was not sufficiently motivating or retentive. The one-time, additional equity award was in the form of additional RSUs and PSUs in proportion to the annual equity awards, with three-year vesting and a three-year performance period for retention and to incent long-term performance. The Compensation Committee believed the additional value was reasonable, consistent with our pay-for-performance philosophy, and it was intended to support retention and further align the long-term interests of the NEOs with those of our stockholders. The enhanced target value opportunities for the NEOs, other than Drs. Scherbakov and Samartsev, represented 40% of the regular annual equity awards. Dr. Samartsev received an enhanced equity award that represented 10% of his regular annual equity award. The Committee did not provide a one-time enhanced equity award to Dr. Scherbakov. The 2024 equity awards are comprised of PSUs that are earned based upon organic revenue growth (at target, 25% of award value), and operating margin (at target, 25% of award value), and service-based RSUs (50% of award value). The Committee chose organic revenue growth and adjusted operating margin as the PSU performance metrics because they are generally accepted as two fundamental drivers of sustained stockholder value and provide clearer line-of-sight measurements than many alternative measures. The Committee determined that the 2024 PSUs would be eligible to be earned based on annual performance over a three-year performance period starting on January 1, 2024. Performance for each measure is based on the annual growth rate for the period measured against revenue or operating margin actually achieved in the prior period. Organic revenue and operating margin targets for 2024 were set based upon the annual budget approved by the Board with the intent to incentivize and reward the NEOs for achieving targeted revenue growth. Organic revenue means total revenues, as determined under GAAP and recorded in our audited financial statements, adjusted to exclude the impact of acquisitions and dispositions, other than acquisitions that account for additional revenue of $50 million or less in the relevant year. Operating margin is calculated by dividing our GAAP operating income by GAAP net sales. For purposes of this calculation, operating income is adjusted to exclude stock-based compensation, the impact of all restructurings, impairments, legal settlements, employee separation costs, product liability charges and foreign exchange transaction gains and losses, to the extent such items were not contemplated and included in the target upon which the operating margin goals were based. Performance below the target results in below target payout, subject to a threshold performance level below which no award would be earned, and performance above the target results in payout above target, subject to a maximum cap of 200% of the target award. The Committee lowered the threshold payout to 25% of target from 60% in the prior year. Forward-looking targets for our PSUs are not disclosed because these targets involve confidential financial information, the disclosure of which would result in competitive harm and be detrimental to our operating performance. However, the Compensation Committee has set such goals at challenging levels that they believe are difficult to achieve and would require sustained performance against our annual operating plan. The chart below under "Historical PSU Payouts" sets forth the payouts under the PSUs over the last several years illustrating the difficulty of attaining the performance goals set by the Compensation Committee. The goals will be disclosed at the end of the performance period along with the achievement levels and corresponding vesting of the performance-based restricted stock awards, if any. The PSUs granted in 2024 cliff vest to the extent earned in March 2027. They serve as a valuable retention tool and motivate executives to achieve our longer-term business objectives. RSUs vest annually in March over a three-year period and also encourage retention. PSUs and RSUs granted in 2024 are entitled to dividends equivalents, should any dividends be paid. Any dividends equivalents on shares underlying the PSUs and RSUs are not paid unless and until the corresponding awards vest. The table below provides information on grants of PSUs and RSUs to the NEOs in 2024. As described below, Dr. Gitin's awards were granted in June 2024 in connection with his appointment as CEO and have the same performance measures as those granted to other NEOs in February 2024.

  53. 2024 EQUITY ELEMENTS (at target)

    | | Annual Grant | | | | 2024 Enhanced LTI Opportunity | | | | | Name | Equity Incentive as a Percentage of Base Salary (%) | Service- Based Restricted Stock Units (#) | Operating Margin PSUs (at Target) (#) | Organic Revenue Growth PSUs (at Target) (#) | Equity Incentive as a Percentage of Base Salary (%) | Service- Based Restricted Stock Units (#) | Operating Margin PSUs (at Target) (#) | Organic Revenue Growth PSUs (at Target) (#) | | Mark Gitin | 645 | 28,791 | 14,395 | 14,395 | — | — | — | — | | Timothy Mammen | 300 | 9,343 | 4,671 | 4,671 | 120 | 3,737 | 1,868 | 1,868 | | Trevor Ness | 275 | 7,964 | 3,982 | 3,982 | 110 | 3,186 | 1,593 | 1,593 | | Angelo Lopresti | 275 | 7,719 | 3,859 | 3,859 | 110 | 3,088 | 1,544 | 1,544 | | Igor Samartsev | 110 | 2,697 | 1,348 | 1,348 | 5.5 | 135 | 67 | 67 | | Eugene A. Scherbakov | 578 | 28,877 | 14,438 | 14,438 | — | — | — | — | | Alexander Ovtchinnikov | 275 | 8,030 | 4,015 | 4,015 | 110 | 3,212 | 1,606 | 1,606 |

  54. 2024 EQUITY ELEMENTS (at target)

    Historical Performance of Performance-Based Stock Units. Half of PSUs granted in 2021 (which vested in 2024) were eligible to be earned based on the ratio of operating cash flow to adjusted net income ("OCF PSUs") over a three-year performance period beginning January 1, 2021 and ending December 31, 2023. Such OCF PSUs vested in March 2024 at 66.3% of target. PSUs granted in 2021 that were eligible to be earned based on three-year relative total stockholder return ("TSR") compared to the approved index were not earned, as performance was below threshold. The following table shows the performance of the 2021 OCF PSUs:

  55. 2024 EQUITY ELEMENTS (at target)

    | Financial Metric | Threshold (50% vesting) | Target (100% vesting) | Maximum (200% vesting) | Results | % Vesting | | Operating Cash Flow to Adjusted Net Income (Ratio) | 58% | 83% | 108% | 75% | 66.3% |

  56. 2024 EQUITY ELEMENTS (at target)

    | Measurement | Minimum (0% vesting) | Target (100% vesting) | Maximum (200% vesting) | Actual Result | % Vesting | | Three-year relative TSR (beginning March 1, 2021) (% of index performance) | 75% | 100% | 150% | TSR of (66.82)% | —% | | | TSR of 7.48% | TSR of 9.97% | TSR of 14.96% | | |

  57. 2024 EQUITY ELEMENTS (at target)

    Half of PSUs granted in 2022 (which vested in 2025) were based upon organic revenue growth and half were based on average adjusted operating margin over a three-year performance period beginning January 1, 2022 and ending December 31, 2024. As three-year performance was below threshold for PSUs granted in 2022, the NEOs did not earn any payouts on the performance-based long-term incentives vesting in March 2025. The following graphic shows payouts compared to targets for PSUs granted in 2017 (vesting in 2020) to 2022 (vesting in 2025), demonstrating the strong connection between pay and performance in the Company's long-term incentive compensation practices.

  58. Compensation Related to Leadership Transitions

    Compensation Related to Leadership Transitions The Board appointed Dr. Gitin as CEO of the Company, effective June 5, 2024, and also appointed Dr. Gitin to the Board of Directors. Dr. Gitin does not receive any additional compensation for his service on the Board. As a condition of accepting employment, the Company and Dr. Gitin entered into an employment agreement (the “Gitin Employment Agreement”) with an initial term commencing on June 5, 2024 and ending on December 31, 2025. The term of the Gitin Employment Agreement will automatically renew for successive one-year periods unless Dr. Gitin or the Company provides at least 180 days’ prior written notice or unless the agreement is earlier terminated according with its provisions. Under the terms of the Gitin Employment Agreement, Dr. Gitin received an initial annual base salary of $775,000, which is subject to periodic review by the Board. Dr. Gitin is also eligible to earn an annual cash bonus calculated as a percentage of his base salary. The Gitin Employment Agreement provided Dr. Gitin a new hire bonus equal to 100% of his base salary for fiscal year 2024, provided that his employment was not terminated by the Company for “cause” or by Dr. Gitin without “good reason” (each as defined in the Gitin Employment Agreement) prior to the date that bonuses were paid for fiscal year 2024. Dr. Gitin also received initial equity awards with a target aggregate grant date fair value of $5,000,000, with 50% in the form of PSUs that are earned only if pre-determined financial performance metrics are achieved and 50% in the form of RSUs. The Compensation Committee determined the target aggregate value after consultation with its independent compensation consultant and taking into account both the Company’s customary target annual equity award and a partial buyout of equity forfeited upon Dr. Gitin's departure from his former employer. The RSUs vest in three equal annual installments following Dr. Gitin’s start date. The PSUs vest on the third anniversary of Dr. Gitin’s start date, subject to achievement of the applicable performance metrics. The PSUs have the same performance criteria and measurement periods as those granted to the Company’s other NEOs in February 2024. After reviewing competitive market references, the Company granted Dr. Gitin a relocation stipend of $500,000 to facilitate his relocation from California to Massachusetts and provided him with temporary housing for up to six months. Dr. Gitin is also eligible to participate in the employee benefit plans and programs made available by the Company to senior executives generally, subject to the terms of those plans. The compensation payable to Dr. Gitin under the Gitin Employment Agreement in the event of a qualifying termination of his employment with the Company is described in Post-Employment Compensation and Other Employment Agreements below. In connection with the CEO transition, the Board viewed it as desirable to retain the services of Dr. Scherbakov through the period of transition, and to provide appropriate compensation to Dr. Scherbakov for supporting the transition to Dr. Gitin. Therefore, the Company entered into the Advisor Agreement with Dr. Scherbakov pursuant to which Dr. Scherbakov provides advisory services to assist in the transition of Dr. Gitin through June 5, 2026 or the earlier termination of Dr. Scherbakov’s services for “cause” or Dr. Scherbakov’s death or “disability” (each as defined in the Advisor Agreement). Dr. Scherbakov remains a member of the Board without additional compensation for such service. Under the Advisor Agreement, the Company pays Dr. Scherbakov a consulting fee of €1,240,000 through June 5, 2025, a consulting fee of €800,000 from June 6, 2025 to June 5, 2026 and an additional cash payment of approximately €400 per month to cover out of pocket payments for health insurance premiums during the term of the Advisor Agreement. In addition, pursuant to the terms of those awards, Dr. Scherbakov continues to vest in his outstanding equity awards for so long as he continues to provide services to the Company. Dr. Ovtchinnikov retired from the Company, effective September 15, 2024. The Company and Dr. Ovtchinnikov entered into a services agreement pursuant to which Dr. Ovtchinnikov agreed to provide to the Company consulting services through March 31, 2025 for a consulting fee of $17,000 per month. Outstanding equity awards previously granted to Dr. Ovtchinnikov continue to vest for so long as he continues to provide consulting services to the Company pursuant to the services agreement. The Company also pays the cost of monthly COBRA premiums for Dr. Ovtchinnikov and his dependents until March 16, 2026.

  59. Other Compensation

    Other Compensation Severance Benefits. The severance benefits that we offer to our NEOs assist us in recruiting and retaining talented individuals and are consistent with the range of severance benefits offered by our peer group. The severance provisions of our NEO employment agreements are summarized in Potential Payments upon Termination or Change in Control below. Retirement Benefits. We do not offer an executive retirement plan or a non-qualified deferred compensation plan. Executives in the United States are eligible to participate in our 401(k) retirement savings plan on the same terms as all other U.S. employees. Our 401(k) retirement savings plan is a tax-qualified plan and therefore is subject to certain Internal Revenue Code limitations on the dollar amounts of deferrals and Company contributions that can be made to plan accounts. These limitations apply to our more highly-compensated employees (including the NEOs). We make matching contributions to our employees at a rate of 50% of deferrals subject to a maximum of 6% of eligible compensation under the 401(k) retirement savings plan, including the NEOs, who participate in the plan as set forth in the Summary Compensation Table. Dr. Scherbakov has historically participated in a German government-sponsored retirement program. Other Benefits. Our executives are eligible to participate in our employee benefit plans, subject to the terms of those plans, including medical, dental, life and disability insurance and vacation plans as well as an employee stock purchase plan, which is intended to be qualified under Section 423 of the Internal Revenue Code. The employee stock purchase plan allows participants to purchase Company shares at a price equal to 85% of the lesser of the fair market value at the first day or last day of the six month offering period, subject to limitations on the amount of shares. These plans generally are available to all salaried employees and do not discriminate in favor of executives. Benefits are intended to be competitive with the overall market in order to facilitate attraction and retention of highly-qualified employees.

  60. Role of Compensation Committee

    Role of Compensation Committee The Compensation Committee determines, approves and administers the compensation programs for our executive officers, including our NEOs. The Compensation Committee recommends to the independent directors the CEO’s annual base salary, annual incentive opportunity and long-term incentive opportunity. The independent directors approve the CEO’s compensation and our Compensation Committee approves the compensation for other executive officers in consultation with our CEO. Our Compensation Committee is also responsible for making recommendations to the Board with respect to the adoption of equity plans and certain other benefit plans. The Compensation Committee and the independent directors meet in executive sessions when determining executive compensation. The Compensation Committee may delegate authority whenever it deems appropriate. In 2024, the Compensation Committee delegated authority to grant equity awards for non-executives to the CEO, subject to certain conditions, including amounts of awards and review of awards by the Compensation Committee.

  61. Role of Independent Consultant

    Role of Independent Consultant The Compensation Committee engaged FW Cook, an independent compensation consultant, to analyze our executive and non-employee director compensation programs and advise on incentive design and other compensation-related policies and programs. The consultation included non-executive compensation data and valuation services for equity incentives. FW Cook does not perform any other work for the Company. The Compensation Committee reviewed the independence of FW Cook in light of SEC rules and Nasdaq listing standards regarding compensation consultants. Based on such review, the Compensation Committee determined that there were no actual or potential conflicts of interest with FW Cook in 2024.

  62. Pay Positioning Strategy and Peer Group

    Pay Positioning Strategy and Peer Group Our Compensation Committee’s policy is to set executive pay in accordance with the objectives of the Company’s compensation programs as described above. In the Compensation Committee’s view, the Company’s executive compensation program provides an overall level of compensation opportunity that is competitive with peer companies. Actual compensation levels may be greater or less than target compensation levels provided by similar companies based upon annual and long-term Company performance, as well as individual performance, contributions, skills, seniority, knowledge, experience and responsibilities. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential, length of tenure and succession planning. No single factor takes precedence over any other, nor is any formula used in making these decisions. In late 2023, FW Cook performed an analysis of similarly-situated public companies and supplemented the peer group with broader, size-appropriate comparisons in the high technology industry using applicable survey data. Consistent with prior years, in 2024 the Compensation Committee used competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. The Compensation Committee reviews this peer group annually with input from its independent compensation consultant to ensure that the comparisons are meaningful. In this review, the Compensation Committee considers several factors: it considers the current peer group to determine appropriateness, the peers used by institutional governance advisors, the companies that list our Company as a peer to understand crossover peers and broader research based upon established selection criteria to identify potential future peers. The Committee then develops criteria for business sector, including but not limited to revenue and market capitalization. In determining peer companies for 2024, the Compensation Committee reviewed peer companies with then recent revenue and average market capitalization between approximately 0.2x to 5.0x the Company's size at that time for laser-related companies and 0.4x to 2.5x the Company's size for non-laser related companies. Based upon the process and applying the criteria above, the Compensation Committee, with input from FW Cook, approved adding Allegro MicroSystems Inc. and OSI Systems, Inc. to our 2024 peer group and removing National Instruments, Inc. from our 2024 peer group because it was acquired in October 2023. For 2024, the peer companies were:

  63. Pay Positioning Strategy and Peer Group

    | Advanced Energy Industries, Inc. | Albany International Corp. | Allegro MicroSystems, Inc. | | Barnes Group, Inc. | Cognex Corporation | Coherent Corp. | | Dolby Laboratories, Inc. | Donaldson Company, Inc. | FormFactor, Inc. | | Graco, Inc. | IDEX Corporation | ITT, Inc. | | Kadant Inc. | Littlefuse, Inc. | Lumentum Holdings Inc. | | MKS Instruments, Inc. | Nordson Corporation | Novanta, Inc. | | Onto Innovation Inc. | OSI Systems, Inc. | Watts Water Technologies, Inc. |

  64. Pay Positioning Strategy and Peer Group

    The peer companies selected by the Compensation Committee are companies that operate in the semiconductor equipment and electronic manufacturing industries, and are comparable in terms of revenue and market capitalization.

  65. COMPANY VS. PEER GROUP

    COMPANY VS. PEER GROUP

  66. Compensation Risk

    Compensation Risk Management conducts an annual risk assessment of the Company’s compensation policies and practices for all employees, including non-executives, and reports its findings to the Compensation Committee. In 2024, management concluded that the Company’s compensation policies and practices are balanced and do not motivate imprudent risk taking. Management believes that the Company's compensation policies do not create risks that are reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, they considered the following factors: •our compensation program is designed to provide a mix of both fixed and variable incentive compensation; •our senior executives are subject to stock ownership guidelines, which we believe incentivize our executives to consider the long-term interests of the Company and our stockholders and discourage excessive risk-taking that could negatively impact our stock price; •our senior executives are subject to compensation recovery policy, which discourages excessive risk-taking that could negatively affect our stock price; •our incentive compensation programs are designed with vesting terms that are relatively consistent, spread out over several years, and do not contain steep payout “cliffs” that might encourage short-term business decisions in order to meet a vesting or payout threshold; and •our senior executive incentive compensation program caps the amounts that may be paid for performance above target level.

  67. Other Policies

    Other Policies Insider Trading Policy. The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of our insider trading policy is included as Exhibit 19.1 to our Form 10-K filed with the SEC on February 20, 2024. In addition, it is our policy to comply with applicable insider trading laws, rules and regulations, and any exchange listing standards that apply to the Company itself when engaging in transactions in the Company's securities. Anti-Hedging and Anti-Pledging. The Board adopted policies prohibiting hedging transactions and the pledging of our common stock. Under our insider trading policy, no director or employee may engage in shorting shares of our common stock or any type of securities that we may issue, or buying or selling puts, calls or derivatives related to our common stock. Additionally, directors and officers of the Company may not pledge any Company shares. Executive Officer Stock Ownership Guidelines. The Board adopted stock ownership guidelines to closely align the interests of our executives with those of our long-term stockholders. Generally, the CEO must hold five times his annual salary in Company equity, and senior executive officers must hold at least two times their respective annual salaries in Company equity. Unvested RSUs subject solely to time-based vesting count toward required stock ownership levels, however stock options (whether vested or unvested) and unvested PSUs do not. Indirect ownership of shares through a separate legal entity counts toward fulfillment of the ownership guidelines. Ownership requirements are to be achieved no later than four years after being appointed as an executive officer, except that prior to such time the officer is expected to retain a certain portion of stock issued upon exercise of stock options or vesting of RSUs and PSUs until the minimum ownership levels are attained. As of December 31, 2024, each of our NEOs exceeded their respective ownership requirements or was within the four-year phase-in period. Clawback Policies. In July 2023, the Compensation Committee approved a new clawback policy. The Incentive Based Compensation Recoupment Policy (the "Required Clawback Policy”) complies with the SEC’s clawback rules as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), and provides that in the event the Company is required to prepare a “financial restatement” (as defined in the Required Clawback Policy), the Company will, subject to certain limited exceptions as described in the Required Clawback Policy, recover certain incentive based compensation from “covered persons” (i.e., current and former “executive officers”, defined to include any president/CEO, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president in charge of a principal business unit, division or function, or any officer or person who performs a policy making functions who served during the performance period applicable to “incentive based compensation” and received “incentive based compensation” after beginning service in any such role). Compensation to be recovered under the Required Clawback Policy includes “incentive based compensation” received during the three-year period prior to the “restatement date” (as defined in the Required Clawback Policy) that exceeds the amount that otherwise would have been received by the “covered person” had such compensation been determined based on the restated amounts in the financial restatement. Under the Required Clawback Policy, “incentive based compensation” includes any cash or equity compensation that is granted, earned or vested based, in whole or in part, upon the attainment of a financial reporting measure. The Required Clawback Policy applies to "incentive based compensation” received by a “covered person” on or after October 2, 2023. The Board had previously adopted a compensation recovery policy in 2015 that allows the Company to recapture cash and equity performance-based compensation from executives if the amount of the award was based upon achieving certain financial results that were later restated due to the participant’s misconduct. This policy remains in effect and would apply to compensation received prior to October 2, 2023 that is not covered by the Required Clawback Policy. In addition, all equity award agreements covering equity awarded to executives since 2007 contain a provision under which employees may be required to forfeit equity awards or profit from equity awards if they engage in certain conduct, including competing against the Company, disclosing confidential information, or soliciting its employees or customers.

  68. Policy Regarding Options and Similar Equity Awards

    Policy Regarding Options and Similar Equity Awards We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  69. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the total compensation of our NEOs for fiscal year 2024 and, to the extent such NEOs were NEOs in either the 2024 or 2023 proxy statements, fiscal years 2023 and/or 2022 compensation, as applicable.

  70. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark Gitin Chief Executive Officer(4) | 2024 | 411,346 | 775,000 | 4,999,759 | — | 514,720 | 6,700,825 | | Timothy Mammen Chief Financial Officer and Senior Vice President | 2024 | 538,700 | — | 2,262,403 | 265,300 | 9,286 | 3,075,689 | | | 2023 | 538,700 | — | 1,616,014 | 102,353 | 9,900 | 2,266,967 | | | 2022 | 520,500 | — | 1,561,276 | 270,900 | 9,150 | 2,363,758 | | Trevor Ness Senior Vice President, Sales and Strategic Business Development | 2024 | 494,106 | — | 1,928,590 | 245,200 | 10,350 | 2,678,246 | | | 2023 | 477,100 | — | 1,311,831 | 90,649 | 9,900 | 1,891,412 | | Angelo Lopresti Senior Vice President, General Counsel and Secretary | 2024 | 485,500 | — | 1,869,006 | 242,800 | 10,350 | 2,607,656 | | | 2023 | 485,500 | — | 1,334,917 | 92,245 | 9,900 | 1,922,562 | | | 2022 | 469,100 | — | 1,289,844 | 244,100 | 9,150 | 2,015,806 | | Igor Samartsev Senior Vice President, Chief Scientist | 2024 | 424,200 | — | 489,822 | 127,200 | 9,363 | 1,050,585 | | Eugene Scherbakov Former Chief Executive Officer(5)(6) | 2024 | 315,202 | — | 4,994,479 | — | 789,777 | 6,099,458 | | | 2023 | 864,890 | — | 4,416,887 | 166,491 | 277,284 | 5,725,552 | | | 2022 | 785,174 | — | 4,999,721 | 540,200 | 310,425 | 6,635,520 | | Alexander Ovtchinnikov(7) Former Senior Vice President, Chief Technology Officer | 2024 | 371,873 | — | 1,944,416 | — | 122,114 | 2,438,403 | | | 2023 | 481,000 | — | 1,322,718 | 91,390 | 9,900 | 1,905,008 | | | 2022 | 464,700 | — | 1,277,805 | 241,800 | 9,150 | 1,993,455 |

  71. Summary Compensation Table

    (1)During the periods in the table above, the Company granted PSUs and service-based RSUs, which are reflected in the Stock Awards column. The value of the PSUs is based on the probable outcome of the performance conditions (at the grant date), calculated in accordance with ASC Topic 718 disregarding forfeitures related to service-based vesting. For PSUs granted in 2024, the values of the award at the grant date assuming the highest level of performance conditions will be achieved are $4,999,671, $2,262,317, $1,928,504, $1,869,006, $489,823, $4,994,393 and $1,944,416 for Dr. Gitin, Messrs. Mammen, Ness, and Lopresti, and Drs. Samartsev, Scherbakov and Ovtchinnikov, respectively. There is no assurance that any of the performance targets will be achieved, that the service-based awards will vest or that the any of the recipients will realize the values listed above. (2)Represents amounts earned under our Revised AIP for services rendered in 2024, and amounts earned under our AIP for services rendered in 2023 and 2022, respectively. (3)The amount reported for Dr. Gitin for 2024 consists of a relocation stipend ($500,000) and temporary housing ($14,720) pursuant to the terms of the Gitin Employment Agreement entered into in connection with his appointment as CEO in June 2024. The amounts reported for Messrs. Mammen, Ness, and Lopresti and Dr. Samartsev for 2024 consists of matching 401(k) contributions. The amount reported for Dr. Scherbakov for 2024 consists of U.S. tax preparation fees ($3,000) and dental insurance ($569), tax gross-ups associated with the foregoing U.S.-based benefits ($2,330), the expense of an automobile in Germany ($12,715), as well as consulting fees ($771,163) earned following his transition to an advisor on June 5, 2024 pursuant to the terms of his Advisor Agreement with the Company. The amount reported for Dr. Ovtchinnikov for 2024 consists of consulting fees ($59,500) and COBRA medical and dental coverage ($3,852) following his transition to an advisor on September 16, 2024 pursuant to the terns of his services agreement with the Company, vacation payout at termination ($48,567) and matching 401(k) contributions ($10,195). (4)Dr. Gitin commenced employment on June 5, 2024. His annual base salary for 2024 was $775,000. The amount reported in the Bonus column for Dr. Gitin represents a new hire bonus paid pursuant to the terms of the Gitin Employment Agreement in connection with his appointment as CEO. (5)On June 5, 2024, Dr. Scherbakov transitioned from his role as CEO to an advisor to the Company. The amount reported for 2024 in the Salary column for Dr. Scherbakov represents his base salary for services as CEO through June 4, 2024. (6)A portion of the amounts paid to Dr. Scherbakov were denominated in Euros. Dr. Scherbakov’s salary as CEO in 2024, 2023 and 2022 was approved in Euro. Amounts paid in Euros were translated into U.S. dollars at the average daily exchange rates for the full years. The average daily rates in 2024, 2023 and 2022 for the Euro were 0.92, 0.92 and 0.95, respectively. As a result of compensation being paid in a currency that fluctuates against the U.S. dollar, the amount of salary paid may vary slightly from the salary stated in an employment agreement or approved by the Compensation Committee. (7)On September 15, 2024, Dr. Ovtchinnikov transitioned from his role as Senior Vice President, Chief Technology Officer to an advisor to the Company. The amount reported for 2024 in the Salary column for Dr. Ovtchinnikov’s represents his base salary earned for services as Senior Vice President, Chief Technology Officer through September 15, 2024.

  72. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  73. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold | Target | Maximum(3) | Threshold | Target | Maximum | | | | Mark Gitin | 6/5/2024 | — | — | — | 7,197 | 28,790 | 57,580 | — | 2,499,836 | | | 6/5/2024 | — | — | — | — | — | — | 28,791 | 2,499,923 | | Timothy Mammen | 2/16/2024 | 269,350 | 430,960 | 969,660 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 3,270 | 13,080 | 26,160 | — | 1,131,158 | | | 2/16/2024 | — | — | — | — | — | — | 13,081 | 1,131,245 | | Trevor Ness | 2/16/2024 | 250,500 | 400,800 | 901,800 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 2,787 | 11,150 | 22,300 | — | 964,252 | | | 2/16/2024 | — | — | — | — | — | — | 11,151 | 964,338 | | Angelo Lopresti | 2/16/2024 | 242,750 | 388,400 | 873,900 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 2,701 | 10,806 | 21,612 | — | 934,503 | | | 2/16/2024 | — | — | — | — | — | — | 10,806 | 934,503 | | Igor Samartsev | 2/16/2024 | 132,563 | 212,100 | 477,225 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 708 | 2,832 | 5,664 | — | 244,911 | | | 2/16/2024 | — | — | — | — | — | — | 2,832 | 244,911 | | Eugene Scherbakov | 2/16/2024 | 597,462 | 955,940 | 2,150,864 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 7,219 | 28,876 | 57,752 | — | 2,497,196 | | | 2/16/2024 | — | — | — | — | — | — | 28,877 | 2,497,283 | | Alexander Ovtchinnikov | 2/16/2024 | 252,550 | 404,080 | 909,180 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 2,810 | 11,242 | 22,484 | — | 972,208 | | | 2/16/2024 | — | — | — | — | — | — | 11,242 | 972,208 |

  74. 2024 Grants of Plan-Based Awards

    (1)Amounts shown include possible payouts under the AIP for 2024 financial performance at threshold, target and maximum levels plus individual performance at the maximum level for each NEO as approved by the Compensation Committee in February 2024. As discussed in Compensation Discussion and Analysis—Annual Incentives above, in August 2024, the Compensation Committee revised the possible threshold, target and maximum payouts under the AIP to $188,545, $269,350 and $269,350 for Mr. Mammen, $175,350, $250,500 and $250,500 for Mr. Ness, $169,925, $242,750 and $242,750 for Mr. Lopresti, and $92,815, $132,563 and $132,563 for Dr. Samartsev. The performance measures under the AIP and the Revised AIP are discussed in Compensation Discussion and Analysis—Annual Incentives above. Actual amounts paid for 2024 performance are shown in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above. Drs. Scherbakov and Ovtchinnikov were not eligible to receive a payout under the AIP or the Revised AIP as discussed above and Dr. Gitin did not participate in the Revised AIP. (2)Dr. Scherbakov’s salary as CEO for 2024 was approved in Euro. The amounts included as possible payouts under the AIP for 2024 financial performance at threshold, target and maximum levels plus individual performance at the maximum level for Dr. Scherbakov were translated into U.S. Dollars at the average daily exchange rate for 2024. (3)For a description of the PSUs, see Compensation Discussion and Analysis–Long-Term Incentives above. (4)The amounts reported reflect service-based RSUs granted under our 2006 Incentive Compensation Plan, which vest in three annual installments commencing on March 1, 2025. (5)Valuation based on the fair value of such awards as of the grant date determined pursuant to ASC Topic 718. The assumptions that we used with respect to the valuation of equity awards are set forth in Note 15 to our Consolidated Financial Statements in our Annual Report. Regardless of the value placed on an equity award on the grant date, the actual value of the equity award will depend on the market value of our common stock when such equity award vests, and, with respect to PSUs, on the Company's performance relative to the applicable performance metrics under such PSUs, as described above under Compensation Discussion and Analysis-Long Term Incentives. For PSUs granted in 2024, the maximum number of PSUs that can be earned is two times the target number of PSUs and the values of the award at the grant date assuming the highest level of performance conditions will be achieved are $4,999,671, $2,262,317, $1,928,504, $1,869,006, $489,823, $4,994,393 and $1,944,416 for Dr. Gitin, Messrs. Mammen, Ness and Lopresti, and Drs. Samartsev, Scherbakov and Ovtchinnikov, respectively.

  75. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End

  76. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Grant Date | Securities Underlying Unexercised Options (#) Exercisable | Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4) | | Mark Gitin | 6/5/2024 | — | — | — | | 28,791 | 2,093,682 | 7,197 | 523,366 | | Timothy Mammen | 2/22/2018 | 6,642 | — | 239.72 | 2/22/2028 | — | — | — | — | | | 2/15/2019 | 8,654 | — | 154.88 | 2/15/2029 | — | — | — | — | | | 2/19/2021 | — | — | — | | 808 | 58,758 | — | — | | | 2/18/2022 | — | — | — | | 1,902 | 138,313 | — | — | | | 2/17/2023 | — | — | — | | 4,107 | 298,661 | 3,696 | 268,773 | | | 2/16/2024 | — | — | — | | 13,081 | 951,250 | 3,270 | 237,794 | | Trevor Ness | 2/22/2018 | 5,689 | — | 239.72 | 2/21/2028 | — | — | — | — | | | 2/15/2019 | 6,212 | — | 154.88 | 2/14/2029 | — | — | — | — | | | 2/19/2021 | — | — | — | | 656 | 47,704 | — | — | | | 2/18/2022 | — | — | — | | 1,545 | 112,352 | — | — | | | 2/17/2023 | — | — | — | | 3,334 | 242,448 | 3,000 | 218,160 | | | 2/16/2024 | — | — | — | | 11,151 | 810,901 | 2,787 | 202,671 | | Angelo Lopresti | 2/25/2015 | 5,661 | — | 97.65 | 2/25/2025 | — | — | — | — | | | 2/18/2016 | 5,861 | — | 81.89 | 2/18/2026 | — | — | — | — | | | 2/17/2017 | 7,184 | — | 119.50 | 2/17/2027 | — | — | — | — | | | 2/22/2018 | 5,786 | — | 239.72 | 2/22/2028 | — | — | — | — | | | 2/15/2019 | 7,540 | — | 154.88 | 2/15/2029 | — | — | — | — | | | 2/19/2021 | — | — | — | | 668 | 48,577 | — | — | | | 2/28/2022 | — | — | — | | 1,572 | 114,316 | — | — | | | 2/17/2023 | — | — | — | | 3,393 | 246,739 | 3,052 | 221,941 | | | 2/16/2024 | — | — | — | | 10,806 | 785,812 | 2,701 | 196,417 | | Igor Samartsev | 2/25/2015 | 3,247 | — | 97.65 | 2/25/2025 | — | — | — | — | | | 2/18/2016 | 3,363 | — | 81.89 | 2/18/2026 | — | — | — | — | | | 2/17/2017 | 3,200 | — | 119.50 | 2/17/2027 | — | — | — | — | | | 2/22/2018 | 2,758 | — | 239.72 | 2/22/2028 | — | — | — | — | | | 2/15/2019 | 3,594 | — | 154.88 | 2/15/2029 | — | — | — | — | | | 2/19/2021 | | | | | 265 | 19,271 | — | — | | | 2/18/2022 | | | | | 624 | 45,377 | — | — | | | 2/17/2023 | | | | | 1,348 | 98,027 | 1,212 | 88,137 | | | 2/16/2024 | | | | | 2,832 | 205,943 | 708 | 51,486 |

  77. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Grant Date | Securities Underlying Unexercised Options (#) Exercisable | Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4) | | Eugene Scherbakov | 2/25/2015 | 7,326 | — | 97.65 | 2/25/2025 | — | — | — | — | | | 2/18/2016 | 7,592 | — | 81.89 | 2/18/2026 | — | — | — | — | | | 2/17/2017 | 10,367 | — | 119.50 | 2/17/2027 | — | — | — | — | | | 2/22/2018 | 13,744 | — | 239.72 | 2/22/2028 | — | — | — | — | | | 2/15/2019 | 17,908 | — | 154.88 | 2/15/2029 | — | — | — | — | | | 2/19/2021 | — | — | — | | 1,310 | 95,263 | — | — | | | 5/7/2021 | — | — | — | | 1,267 | 92,136 | — | — | | | 2/18/2022 | — | — | — | | 6,091 | 442,938 | — | — | | | 2/17/2023 | — | — | — | | 11,225 | 816,282 | 10,101 | 734,545 | | | 2/16/2024 | — | — | — | | 28,877 | 2,099,935 | 7,219 | 524,966 | | Alexander Ovtchinnikov | 2/17/2017 | 7,119 | — | 119.50 | 2/17/2027 | — | — | — | — | | | 2/22/2018 | 5,734 | — | 239.72 | 2/22/2028 | — | — | — | — | | | 2/15/2019 | 7,472 | — | 154.88 | 2/15/2029 | — | — | — | — | | | 2/19/2021 | — | — | — | | 661 | 48,068 | — | — | | | 2/18/2022 | — | — | — | | 1,557 | 113,225 | — | — | | | 2/17/2023 | — | — | — | | 3,362 | 244,485 | 3,025 | 219,978 | | | 2/16/2024 | — | — | — | | 11,242 | 817,518 | 2,810 | 204,343 |

  78. 2024 Outstanding Equity Awards at Fiscal Year-End

    (1)The vesting dates assume the continued service of the NEO through the applicable vesting date. Service-based RSUs granted prior to 2022 vest in four annual installments commencing on March 1 of the year following the grant. Service-based RSUs granted in February 2022 and subsequent years vest in three annual installments commencing on March 1 of the year following the grant. PSUs granted in 2024, 2023 and 2022 vest in one installment on March 1 of 2027, 2026 and 2025, respectively, if at all. However, (a) RSUs granted on May 7, 2021 to Dr. Scherbakov vest in four annual installments commencing on May 7, 2022 and PSUs granted on May 7, 2021 to Dr. Scherbakov vest in one installment on May 7, 2024, and (b) the RSUs granted on June 5, 2024 to Dr. Gitin vest in three annual installments commencing on June 5, 2025 and PSUs granted on June 5, 2024 to Dr. Gitin vest in one installment on June 5, 2027. (2)Represents the closing price of a share of our common stock on the grant date. (3)Based upon the closing common stock price on December 31, 2024, the last trading day of 2024, which was $72.72 per share. (4)The three-year PSU performance measurement periods end March 1, 2026 and 2025 for PSUs granted in 2023 and 2022, respectively. The PSUs granted in 2024 are eligible to be earned over a three-year performance period starting on January 1, 2024. The number of shares that can be earned ranges from 0% to 200% of the target number of PSUs based upon achievement of pre-determined performance metrics and the amounts presented above assume attainment of the threshold performance levels. See "2024 Compensation of Named Executive Officers—Long-Term Incentives—Historical Performance of Performance-Based Stock Units" for more information on the vesting of PSUs granted in 2021 and 20.

  79. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information on NEO stock option exercises and vesting of RSUs and PSUs during 2024. PSUs granted in 2021 were eligible to vest in March 2024. IPG performance fell below threshold for PSUs based on three-year relative TSR compared to the approved index, resulting in no shares paid out for such awards. For PSUs based on the ratio of operating cash flow to adjusted net income over a three-year performance period beginning January 1, 2021, IPG performance resulted in a distribution of common stock at 66.3% of target.

  80. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mark Gitin | — | — | — | — | | Timothy Mammen | — | — | 7,087 | 621,317 | | Trevor Ness | — | — | 5,774 | 506,207 | | Angelo Lopresti | — | — | 5,874 | 514,974 | | Igor Samartsev | — | — | 2,333 | 204,534 | | Eugene Scherbakov | 13,000 | 202,636 | 19,729 | 1,735,005 | | Alexander Ovtchinnikov | — | — | 5,820 | 510,239 |

  81. Option Exercises and Stock Vested in 2024

    (1)The value realized is based on the difference between the reported closing common stock price on the date of exercise and the exercise price of the stock option; the dollar amount represents the pre-tax value received on exercise. (2)The value realized is based on the closing common stock prices on the vesting dates of service-based RSUs and PSUs; the dollar amount represents the pre-tax value received on vesting.

  82. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table provides information regarding compensation and benefits that would be payable to our NEOs as of December 31, 2024, upon an Involuntary Termination absent a change in control and within twenty-four months following a change in control and upon terminations in other circumstances. The incentive plan severance was calculated using the actual amount awarded under the Revised AIP. There can be no assurance that the event triggering payments would produce the same or similar results as those described below if such event occurs on any other date or at any other price, or if any other assumption used to estimate the potential payments and benefits is changed. Any actual payments and benefits may be different due to a number of factors that affect the nature and amount of any potential payments or benefits. Drs. Scherbakov and Ovtchinnikov terminated employment on June 4, 2024 and September 15, 2024, respectively, and were not entitled to severance payments or benefits in connection with their termination of employment. Drs. Scherbakov and Ovtchinnikov are eligible for payments and continued vesting of equity awards during the periods in which they are providing consulting services to the Company, as described in Compensation Discussion and Analysis – Compensation Related to Leadership Transitions above.

  83. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Termination Without Cause or For Good Reason ($) | Termination Without Cause or For Good Reason Following a Change in Control ($)(1) | Termination upon Death ($) | Termination following Disability ($)(1) | Termination following Non- Renewal ($) | | Mark Gitin | Salary Severance and Benefits Continuation | 1,605,686 | 1,605,686 | — | — | 1,605,686 | | | Bonus Severance | 775,000 | 2,325,000 | 775,000 | 775,000 | 775,000 | | | Equity Acceleration | 4,187,290 | 4,187,290 | 4,187,290 | 2,791,551 | 4,187,290 | | | Total | 6,567,976 | 8,117,976 | 4,962,290 | 3,566,551 | 6,567,976 | | Timothy Mammen | Salary Severance and Benefits Continuation | 849,815 | 1,133,086 | — | — | 566,543 | | | Incentive Plan Severance | 265,300 | 1,120,535 | 265,300 | 265,300 | 265,300 | | | Equity Acceleration | 663,485 | 3,261,056 | 3,261,056 | 2,003,921 | — | | | Total | 1,778,600 | 5,514,677 | 3,526,356 | 2,269,221 | 831,843 | | Trevor Ness | Salary Severance and Benefits Continuation | 789,640 | 1,052,853 | — | — | 526,427 | | | Incentive Plan Severance | 245,200 | 1,002,766 | 245,200 | 245,200 | 245,200 | | | Equity Acceleration | 551,581 | 2,724,673 | 2,724,673 | 1,678,378 | — | | | Total | 1,586,421 | 4,780,292 | 2,969,873 | 1,923,578 | 771,627 | | Angelo Lopresti | Salary Severance and Benefits Continuation | 728,250 | 971,000 | — | — | 485,500 | | | Incentive Plan Severance | 242,800 | 1,013,497 | 242,800 | 242,800 | 242,800 | | | Equity Acceleration | 548,200 | 2,694,058 | 2,694,058 | 1,655,471 | — | | | Total | 1,519,250 | 4,678,555 | 2,936,858 | 1,898,271 | 728,300 | | Igor Samartsev | Salary Severance and Benefits Continuation | 682,642 | 910,189 | — | — | 455,095 | | | Incentive Plan Severance | 127,200 | 647,607 | 127,200 | 127,200 | 127,200 | | | Equity Acceleration | 182,309 | 857,587 | 857,587 | 515,924 | — | | | Total | 992,151 | 2,415,383 | 984,787 | 643,124 | 582,295 |

  84. Potential Payments upon Termination or Change in Control

    (1)Equity acceleration is calculated at the full value of service-based RSUs. For PSUs tied to the performance period ending on December 31, 2024, the actual number of PSUs earned was used in the calculation; for PSUs tied to performance beyond 2024, the target number of PSUs was used in the calculations.

  85. Potential Payments upon Termination or Change in Control

    | Proposal 3 | Approval of the 2025 Incentive Compensation Plan |

  86. Potential Payments upon Termination or Change in Control

    The Board is submitting the IPG Photonics Corporation 2025 Incentive Compensation Plan (the "2025 Plan”) to stockholders for approval. The 2025 Plan is intended to continue our long-term equity compensation program, currently implemented under our 2006 Incentive Compensation Plan (the “2006 Plan”). If our stockholders approve the 2025 Plan, the 2025 Plan will replace the 2006 Plan and no further grants will be made under the 2006 Plan after the 2025 Plan is registered on Form S-8. The material features of the 2025 Plan are summarized below. The plan is included in its entirety as Annex A to this Proxy Statement. On March 28, 2025, the Board adopted the 2025 Plan, subject to approval by the stockholders. The 2025 Plan enables the Company to continue to make stock-based and non-stock awards to its employees, non-employee directors and independent contractors. The 2025 Plan provides for the grant of: (i) incentive stock options; (ii) non-qualified stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) stock units; (vi) performance shares; (vii) performance units; (viii) cash awards; or (ix) any combination of the foregoing. The purpose of the 2025 Plan is to motivate employees, non-employee directors and independent contractors by providing an opportunity to acquire equity incentive awards or cash-based awards, and to provide a means through which the Company, its affiliates and group companies may attract and retain the highest-quality individuals and to align the interests of such individuals with the Company’s stockholders. No awards may be granted under the 2025 Plan subsequent to May 20, 2035, which is the ten year anniversary of the Company’s 2025 annual meeting of stockholders. The Board expects that the 2025 Plan will be an important factor in attracting, retaining and rewarding high caliber employees, non-employee directors and independent contractors essential to the Company’s success and in providing incentives to these individuals to promote the success of the Company. If stockholders do not approve the 2025 Plan, we would be unable to continue making grants under the 2006 Plan once the share reserve has been exhausted. This would make it difficult for the Company to attract, retain and incentivize talent. A metric that we use to measure the cumulative impact of our equity compensation plans is overhang. The Company measures overhang as (a) the number of shares subject to equity awards outstanding (with PSUs included at target performance level) plus the number of shares available for grant under the Company’s equity compensation plans, divided by (b) the total shares of common stock outstanding. As of March 10, 2025, the Company had (i) stock options to purchase 547,949 shares of common stock outstanding with a weighted average exercise price of $159.47 and weighted average remaining term of 2.80 years, (ii) 1,085,100 shares underlying unvested full-value awards subject to time-based vesting and (iii) 308,758 unvested full-value awards subject to performance-based vesting (assuming the target level of performance). As of March 10, 2025, our overhang was approximately 7.11. Assuming the 2025 Plan had been approved on March 10, 2025, our overhang would have been approximately 9.46% as of such date.

  87. Potential Payments upon Termination or Change in Control

    | | As of March 10, 2025 | | Adjusted for 2025 Plan as of March 10, 2025 | | | Total shares underlying outstanding equity awards | | 1,941,807 | | 1,941,807 | | Total shares available for grant | | 1,095,378 | | 2,100,000 | | Common stock outstanding | | 42,729,426 | | 42,729,426 | | Overhang under all plans | | 7.11% | | 9.46% |

  88. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information on the relationship of the annual total compensation of our employees and the annual total compensation of Dr. Mark Gitin, our CEO. Determining our Median Employee: As of December 31, 2024, the measurement date, we employed 4,602 employees, 58% of whom were located outside of the U.S. This includes all full-time, part-time, and temporary employees. It does not include independent contractors. Prior to the measurement date, IPG completed the disposition of its Russian subsidiary, IRE-Polus, and employees of IRE-Polus are therefore not included in this total. As permitted by applicable SEC rules, in identifying our median employee, we used the "de minimis" exemption to exclude from our employee population 224 workers in the following jurisdictions (employees excluded in parenthesis): Mexico (54), India (44), Korea (40), Turkey (18), United Kingdom (15), Brazil (12), Czech Republic (9), France (8), Spain (6), Thailand (5), Taiwan (5), Malaysia (3), Vietnam (2) and Singapore (1). The SEC rules required us to identify our median employee by use of a consistently applied compensation measure (“CACM”). We chose a CACM that closely approximates the annual total cash compensation of our employees. Specifically, we identified the median employee as of December 31, 2024, by looking at total wages and bonuses paid in 2024. An average 2024 U.S. dollar exchange rate was applied to compensation reported in a foreign currency. After applying our CACM methodology and excluding the employees listed above, we identified the median employee. Calculating the Pay Ratio: As required by the SEC rules, we calculated our median employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (which is the calculation method for reporting total compensation in the Summary Compensation Table). The total compensation of our median employee was $42,185. With respect to the annual total compensation of our CEO, we annualized the compensation of Dr. Gitin (2024 base salary and annual bonus earned in respect of 2024 performance), who was appointed in June 2024, and otherwise included the amounts set forth for him in the Summary Compensation Table above. We determined that the 2024 annualized total compensation of our CEO was $7,064,479. As a result, the estimated ratio of the annual total compensation of our CEO to median employee in 2024 was approximately 167 to 1. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with rules promulgated by the SEC. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided solely for compliance with SEC disclosure rules. The Compensation Committee does not consider this ratio when evaluating compensation arrangements. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” on page 33 above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs and PSUs.

  89. CEO Pay Ratio

    | Year | Summary Compensation Table Total for PEOs ($) | | | Compensation Actually Paid for PEOs ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Net Sales ($M) | | | Mark Gitin | Eugene Scherbakov | Valentin Gapontsev | Mark Gitin | Eugene Scherbakov | Valentin Gapontsev | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 6,700,825 | 6,099,458 | — | 4,590,319 | 408,369 | — | 2,370,116 | 704,222 | 50 | 176 | (182) | 977 | | 2023 | — | 5,725,552 | — | — | 4,897,587 | — | 1,999,742 | 1,783,708 | 75 | 151 | 219 | 1,287 | | 2022 | — | 6,635,520 | — | — | 1,176,438 | — | 2,093,139 | 178,305 | 65 | 125 | 111 | 1,430 | | 2021 | — | 7,284,851 | 3,254,034 | — | 1,633,757 | 3,254,034 | 2,641,365 | 414,607 | 119 | 160 | 278 | 1,461 | | 2020 | — | — | 1,943,900 | — | — | 1,943,900 | 2,538,192 | 4,578,077 | 154 | 124 | 160 | 1,201 |

  90. CEO Pay Ratio

    Columns (b). Reflects compensation amounts reported in the “Total” column of the “Summary Compensation Table” for Dr. Mark Gitin, Dr. Eugene Scherbakov and Dr. Valentin Gapontsev, for the respective years shown. Dr. Gapontsev was CEO until May 4, 2021, when Dr. Scherbakov succeeded him. Dr. Scherbakov was CEO from May 4, 2021 to June 5, 2024, when Dr. Gitin succeeded him. Columns (c). The dollar amounts reported for Dr. Gitin, Dr. Scherbakov and Dr. Gapontsev under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Dr. Gitin, Dr. Scherbakov and Dr. Gapontsev, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Gitin or Dr. Scherbakov during the applicable year. Dr. Gapontsev’s “compensation actually paid” is the same as the total from the Summary Compensation Table because Dr. Gapontsev did not receive long-term incentive compensation because of his significant level of common stock ownership, which the independent directors believed provided him with sufficient incentives to act in the best long-term interest of our stockholders during the time he was an executive of the Company. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Dr. Gitin and Dr. Scherbakov’s total compensation for 2024 to determine the compensation actually paid:

  91. CEO Pay Ratio

    | | 2024 | | | | Dr. Mark Gitin | Dr. Eugene Scherbakov | | Total Compensation as reported in Summary Compensation Table ($) | 6,700,825 | 6,099,458 | | Less: Fair value of equity awards granted during fiscal year ($) | (4,999,759) | (4,994,479) | | Plus: Fair value of equity awards granted in current year—value at end of year-end ($) | 2,889,253 | 2,897,883 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year ($) | — | (428,401) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year ($) | — | (3,166,092) | | Compensation Actually Paid ($) | 4,590,319 | 408,369 |

  92. CEO Pay Ratio

    Equity Valuations: Stock option fair values are calculated based on the Black-Scholes option pricing model. Adjustments have been made to generate fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vesting. RSU grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vesting. Column (d). The dollar amounts reported under Average Summary Compensation Total for non-PEO NEOs represent the average of the amounts reported for the Company’s NEOs as a group (excluding any individual serving as our CEO for such year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Timothy Mammen, Angelo Lopresti, Alexander Ovtchinnikov, Trevor Ness and Igor Samartsev; (ii) for 2023, Timothy Mammen, Angelo Lopresti, Alexander Ovtchinnikov and Trevor Ness; and (ii) for 2022 and 2021, Timothy Mammen, Angelo Lopresti, Alexander Ovtchinnikov and Felix Stukalin. Column (e). The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ average total compensation for each year to determine the compensation actually paid:

  93. CEO Pay Ratio

    | | Non-PEO NEOs | | | 2024 Average | | Total Compensation as reported in Summary Compensation Table ($) | 2,370,116 | | Less: Fair value of equity awards granted during fiscal year ($) | (1,698,847) | | Plus: Fair value of equity awards granted in current year—value at end of year-end ($) | 985,702 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year ($) | (121,648) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year ($) | (831,101) | | Compensation Actually Paid ($) | 704,222 |

  94. CEO Pay Ratio

    Equity Valuations for purposes of this table were calculated in the same manner as described in Columns (c) above. Column (f). For the relevant fiscal year, represents the cumulative total stockholder return (TSR) of the Company for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P 1500 Composite 1500 / Electronic Equipment Instruments & Components Index, a published industry index ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. Column (h). Reflects “net income” as reported in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. As previously disclosed, 2024 figures include a loss on divestiture related to our sale of our Russian subsidiary, as well as impairment of long-lived assets in Belarus, and 2022 figures include significant inventory related charges, impairment of long-lived assets in Russia and restructuring charges in Russia. Column (i). Company-selected Measure is net sales as reported in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020.

  95. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships of “compensation actually paid” to our PEO(s) and other NEOs in 2020, 2021, 2022, 2023 and 2024 to (1) TSR of both the Company and the Peer Group TSR, (2) the Company’s net income and (3) the Company’s net sales. As noted above, Dr. Gapontsev (our sole PEO for 2020) did not receive long-term incentive compensation because of his significant level of common stock ownership which the independent directors believed provided him with sufficient incentives to act in the best long-term interest of our stockholders during the time he was an executive of the Company. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  96. Analysis of the Information Presented in the Pay versus Performance Table

    | Questions and Answers About the Meeting and Voting |

  97. What Happens if a Director Nominee Fails to Receive a Majority Vote in an Uncontested Election at the Annual Meeting?

    What Happens if a Director Nominee Fails to Receive a Majority Vote in an Uncontested Election at the Annual Meeting? If a nominee who currently is serving as a director does not receive the affirmative vote of at least a majority of the votes cast in an uncontested election, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, under our bylaws, each incumbent director is required to submit a letter of resignation as a condition of becoming a nominee of the Board, with the resignation contingent upon not receiving a majority of the votes cast in an uncontested election and acceptance of the resignation by the Board. In such event, the NCGC (or another committee designated by the Board) would make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board would act on the tendered resignation, taking into account the committee’s recommendation, and would publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified. If the resignation is not accepted, the director would continue to serve until the next annual meeting of stockholders and until the director’s successor is elected and qualified.

  98. 14. NONEMPLOYEE DIRECTOR COMPENSATION

    14. NONEMPLOYEE DIRECTOR COMPENSATION 14.1. Annual Cash Retainer. Each Nonemployee Director will be paid a retainer fee for Service as a member of the Board (the “Annual Retainer”), in an amount that the Board will establish from time to time by resolution, in accordance with the IPG Photonics Corporation Non-Employee Director Compensation Plan (the “Director Plan”). In no event will the sum of the cash portion of the Annual Retainer and any Cash Award to any Participant who is a Nonemployee Director exceed $250,000 in a given period of time beginning on an annual stockholder meeting date and ending on the day immediately preceding the following annual stockholder meeting date. 14.2. Equity Awards. Each Nonemployee Director will be eligible to receive an Award upon appointment or election to the Board, and annually thereafter, in accordance with the Director Plan and subject to the limit in Section 6.1 and the terms of the applicable Award Agreement.