DEF 14A of Ipg Photonics Corp, Apr 1, 2026

DEF 14A of Ipg Photonics Corp

Filed Apr 1, 2026 · FY20250001111928-26-000085

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* | 8 years Average Tenure | 64 years Average Age |

  3. Director Nominee Qualifications and Attributes

    * Audit, Compensation and Nominating and Corporate Governance Committees are composed entirely of independent directors.

  4. 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.

  5. 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, in 2023 we added a director with experience in automation and electronics and a director with experience in the medical device industry. 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 a substantial majority of our sales coming from customers outside the U.S. 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. | | | 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 service 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 in nonprofit, governmental, and academic organizations complements traditional corporate leadership backgrounds and contributes additional perspective to the Board’s oversight responsibilities. Such experience provides familiarity with regulatory frameworks, public policy considerations, and stakeholder engagement matters, supporting the Board’s evaluation of risk, strategy, and long-term value creation. |

  6. Description of Strategic Skills and Strengths

    | Director Nominees |

  7. 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: 68 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 |

  8. 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: 59 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 |

  9. 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: 66 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 |

  10. 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: 59 DIRECTOR SINCE: 2024 COMMITTEES: None | | | | | | | | | | | | | | | | | | | Lasers and Technology | Financial Literacy | Global Business | Manufacturing and Operating | Business Development and M&A | Risk Management | Executive Leadership |

  11. 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 Partsol, a private artificial intelligence innovation firm, since May 2025, 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: 66 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 |

  12. 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 Global Blue Group Holding AG, a leader in currency and value added tax processing, from September 2020 to August 2025, 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 has served on the board of 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 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: 69 DIRECTOR SINCE: 2014 COMMITTEES: Compensation Committee Nominating and Corporate Governance Committee DIRECTORSHIP AT OTHER PUBLIC COMPANIES: 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 |

  13. 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: 47 DIRECTOR SINCE: 2021 COMMITTEES: None | | | | | | | | | Financial Literacy | Non- Corporate Experience |

  14. 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. | | | | | | | | | John Peeler Non-Executive Chair Independent Director AGE: 71 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 |

  15. 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 Photonics GmbH & Co. KG, 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 Photonics GmbH & Co. KG 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 Photonics GmbH & Co. KG, 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: 78 DIRECTOR SINCE: 2000 COMMITTEES: None | | | | | | | | | | | | | | | | | | | Lasers and Technology | Financial Literacy | Global Business | Manufacturing and Operating | Business Development and M&A | Risk Management | Executive Leadership |

  16. 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: 52 DIRECTOR SINCE: 2022 COMMITTEES: Audit Committee | | | | | | | | | | | | | Financial Literacy | Global Business | Business Development and M&A | Risk Management |

  17. Description of Strategic Skills and Strengths

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

  18. Directors

    Directors

  19. Directors

    | Board Refreshment and Composition |

  20. Board Nomination Process

    | Director Compensation |

  21. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation of each of our non-employee directors for 2025:

  22. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Gregory Beecher | 60,000 | 249,936 | 309,936 | | Michael Child(2) | 12,018 | — | 12,018 | | Jeanmarie Desmond | 75,000 | 249,936 | 324,936 | | Gregory Dougherty | 75,000 | 249,936 | 324,936 | | Kolleen Kennedy | 54,167 | 249,936 | 304,103 | | Eric Meurice | 59,808 | 249,936 | 309,744 | | Natalia Pavlova | 41,875 | 249,936 | 291,811 | | John Peeler | 131,667 | 249,936 | 381,603 | | Agnes Tang | 52,500 | 249,936 | 302,436 |

  23. 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 on Form 10-K for the year ended December 31, 2025. (2)Mr. Child did not stand for re-election at the 2025 annual meeting of stockholders and ceased to be a director on May 20, 2025.

  24. Director Compensation

    Director Compensation

  25. Outstanding Equity Awards Table

    Outstanding Equity Awards Table The following table provides information regarding unvested RSUs and unexercised stock options held directly by each of our non-employee directors on December 31, 2025. The Company no longer grants stock options to non-employee directors. All previously-granted options were vested as of December 31, 2025.

  26. Outstanding Equity Awards Table

    | Name | Unvested Restricted Stock Units (#) | Total Number of Shares Underlying Option Awards Held (#) | | Gregory Beecher | 3,759 | — | | Jeanmarie Desmond | 3,759 | — | | Gregory Dougherty | 3,759 | 3,259 | | Kolleen Kennedy | 3,759 | — | | Eric Meurice | 3,759 | 6,071 | | Natalia Pavlova | 3,759 | — | | John Peeler | 3,759 | 5,321 | | Agnes Tang | 3,759 | — |

  27. Outstanding Equity Awards Table

    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.

  28. 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 director compensation in equity and requiring directors to comply with stock ownership guidelines that encourage long‑term stock ownership. •Provide director compensation that is simple and transparent to stockholders and reflects corporate governance best practices.

  29. 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.

  30. Director Compensation

    Director Compensation

  31. 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 2025, 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. Equity compensation provides a significant portion of total compensation per director, aligning director interests with the long-term interests of stockholders. IPG's director compensation program is weighted more heavily to equity than its peers. Based upon its review, in 2025 the Compensation Committee determined that, overall, the director compensation continues to be appropriate and increased in the compensation of the non-executive Chair of the Board by $5,000 to $85,000.

  32. DETERMINING NON-EMPLOYEE DIRECTOR COMPENSATION

    DETERMINING NON-EMPLOYEE DIRECTOR COMPENSATION

  33. 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 |

  34. 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 •Reflects scope of roles and responsibilities, contributions, skills, knowledge, experience and seniority | Page 35 | | Annual Incentive | | | | | | | CEO | OTHER NEOs | One year | Net sales, and Adjusted EBIT, and individual performance | •Provides a 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 the value of the Company •Fosters a shared commitment among executives through establishment of uniform Company financial goals | Page 35 | | Long-Term Incentives | | | | | | | CEO | OTHER NEOs | PSUs: Measured over three one-year periods, with cliff vesting after three years | Revenue and Adjusted EBITDA growth, and working capital | •Rewards successful achievement of performance goals designed to enhance the long-term value of IPG •Intended to satisfy long-term retention objectives | Page 37 | | | | RSUs: Vest over three years | Value based on stock price performance | •Rewards the creation of long-term value •Recognizes potential future contributions •Intended to satisfy long-term retention objectives | |

  35. Base Salary

    Base Salary We provide base salary to our NEOs and other employees to compensate them for services rendered on a day-to-day basis during the fiscal year. Unlike annual cash incentives and long-term equity incentives, base salary is not subject to performance risk. The Compensation Committee reviews data provided by its independent compensation consultant and considers the following other factors when setting base salaries of the NEOs: experience, skills, seniority, knowledge and responsibilities of the executive, and the individual’s performance assessment provided by the CEO for executives other than the CEO. With respect to the CEO, the Compensation Committee additionally considers the performance of the Company as a whole in its recommendation to the independent directors, who set CEO compensation. For newly hired executive officers, the Compensation Committee establishes initial base salaries at the time the executive officer is hired, considering the position and the executive’s experience and qualifications and the competitive market. In February 2025, the Compensation Committee, with the assistance of its independent compensation consultant, FW Cook, reviewed the base salaries and total target cash compensation for the Company's NEOs (other than Dr. Bucher, who joined the Company in July 2025). The Compensation Committee reviewed pay levels benchmarked against a peer group of 19 public high technology companies and broader market data to ensure competitiveness. After reviewing peer data and considering the CEO’s recommendations, the Compensation Committee determined that the base salaries for Messrs. Mammen, Ness and Lopresti would remain unchanged from 2024 levels. The Compensation Committee recommended, and the independent directors of the Board approved, an increase in the CEO’s base salary by 12.9% to $875,000, to position him closer to market median, to recognize the changes made and challenges managed by Dr. Gitin in his seven months, his leadership in improving operations and a shared vision to achieve growth. As described above under 2025 Senior Management Transformation above, Dr. Bucher joined the Company in July 2025 with an initial annual base salary of €388,553, which amount was determined based on market data, Dr. Bucher’s experience and qualifications and individual negotiations. Converted into U.S. dollars using the average daily exchange rate for the time period of 0.86, Dr. Bucher's annual base salary was $453,180.

  36. 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 the AIP, which is 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 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 the pre-determined goals. Each NEO has a target annual bonus opportunity, of which 75% is based on the achievement of pre‑established financial performance objectives and 25% is based on individual performance. For the financial performance component, achievement at target results in payment of 100% of the applicable financial portion of the target bonus. Performance above target may result in an increased payout, subject to the overall cap. Performance below target results in a reduced payout, with 50% of the financial target portion earned upon achievement of the minimum threshold level of performance, and no payout earned if the minimum threshold is not achieved. The maximum opportunity under the AIP is 225% of the total target payout. The financial performance component could result in payouts above target, but total financial payout under the plan is capped at 200% of the NEO’s overall target bonus, inclusive of both financial and individual performance components. The individual performance component is capped at 100% of its target weighting (i.e., no more than 25% of the NEO’s overall target bonus) and earned, in the case of our CEO, based upon personal goals and objectives determined by the independent directors and, in the case of the other NEOs, based on individual goals in support of the CEO’s goals, other objectives, the CEO's recommendation, and other factors the Compensation Committee deems relevant. In February 2025, the Compensation Committee approved annual performance targets for the Company’s then-serving NEOs for fiscal year 2025. The annual incentive targets for 2025 were set at 120% of base salary for Dr. Gitin, 80% of base salary for Messrs. Lopresti, Mammen and Ness, and 65% of base salary for Dr. Bucher. The target payouts for continuing NEOs as a percentage of salary were consistent with 2024, except for Dr. Gitin whose target increased from 100% to 120% of base salary in consideration of market positioning, the changes made and challenges managed, by Dr. Gitin in his first seven months as CEO, his leadership in improvements to operations and a shared vision to achieve growth. Dr. Bucher’s target annual incentive opportunity was determined in connection with his hire based on market data, his experience and qualifications and individual negotiations.

  37. Financial Performance Measures and Funding Mechanism/Determination

    Financial Performance Measures and Funding Mechanism/Determination In February 2025, in light of continued macroeconomic uncertainty and industry-specific challenges, including the evolving tariff environment and broader market volatility, the Compensation Committee established an AIP structure consisting of two equally-weighted six‑month performance periods, with performance goals for each period established at the beginning of the respective period. We believe this structure allows for performance to be assessed across two distinct periods within the fiscal year, while maintaining a single payout at year-end. The approach provides greater flexibility to account for external volatility and timing shifts in business impact, while continuing to reinforce accountability and alignment with strategic objectives. Financial performance goals for the first and second half of 2025 were approved by the Compensation Committee in February 2025 and July 2025, respectively. The goals for the first half and the second half periods were both based on the annual operating plan approved in February. The Committee did not make any discretionary adjustments in 2025, including for new tariffs imposed after the approval of the annual operating plan. The goals were challenging and were expected to incentivize the NEOs to advance IPG’s strategic and operational priorities. Consistent with prior years, the Compensation Committee identified two financial performance measures for each performance period: revenue and adjusted EBIT, each as determined under the AIP, and assigned a 50% weighting factor to each financial performance goal. Revenue 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 as determined under GAAP and recorded in our financial statements, excluding equity-based compensation charges, foreign exchange transaction gains and losses and acquisition or disposition related charges such as unbudgeted amortization of step-up inventory value, earnouts and integration expenses for the year, and other material unusual or one-time charges that the Company used in its GAAP to non-GAAP reconciliation of results. 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 graphic below illustrates performance relative to the half-year goals.

  38. Financial Performance Measures and Funding Mechanism/Determination

    | 2025 AIP FINANCIAL PERFORMANCE TARGETS AND ACHIEVEMENT | | | | | | | | | | ($ in millions) | | | | | | | | | | | | First Half (50%) | | | | Second Half (50%) | | | | | | Threshold (50% funding) | Target (100% funding) | Maximum (267% funding) | | Threshold (50% funding) | Target (100% funding) | Maximum (267% funding) | | Revenue | | | | | | | | | | Adjusted EBIT | | | | | | | | |

  39. 2025 Payouts

    2025 Payouts The table below includes the AIP payouts to our NEOs.

  40. 2025 Payouts

    | | | Target(1) | | | | Actual | | | | Name | Annual Base Salary | Target Annual Incentive % | Corporate Performance Target (weighting) | Personal Performance Target (weighting) | Target Annual Incentive $ | Financial Performance % | Personal Performance % | Final Award $ | | Mark Gitin | $875,000 | 120% | 75% | 25% | $1,050,000 | 113.9% | 100% | $1,159,600 | | Timothy Mammen | $538,700 | 80% | 75% | 25% | $430,900 | 113.9% | 97% | $472,700 | | Trevor Ness | $501,000 | 80% | 75% | 25% | $400,800 | 113.9% | 98% | $440,100 | | Angelo Lopresti | $485,500 | 80% | 75% | 25% | $388,400 | 113.9% | 96% | $425,000 | | Paulus Bucher(2) | $453,180 | 65% | 75% | 25% | $294,497 | 113.9% | 100% | $325,288 |

  41. 2025 Payouts

    (1)The "threshold" and "maximum" amounts under the AIP are provided in the 2025 Grants of Plan-Based Awards table. (2)Dr. Bucher's annual salary and participation in the AIP are in Euros. Amounts were converted into U.S. dollars using the average daily exchange rate for the time period Dr. Bucher was employed by the Company, which was 0.86.

  42. Historical AIP Performance

    Historical AIP Performance AIP payouts tied to financial performance met or exceeded target in only one of the last three years, underscoring the strong alignment between pay and performance in the Company’s annual incentive program.

  43. 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 2025, our equity-based award program for our NEOs included performance stock units ("PSUs") and restricted stock units ("RSUs"), with each award type representing half of the overall 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 both PSUs and RSUs is tied to the Company's stock price, which further links pay to performance.

  44. 2025 EQUITY ELEMENTS (at target)

    2025 EQUITY ELEMENTS (at target) In February 2025, the Compensation Committee reviewed and approved the Company's long-term incentive program to align executive compensation with the achievement of the Company's strategic objectives and long-term stockholder value creation. The Compensation Committee's decisions were informed by a comprehensive review of market data, peer group analysis, and recommendations from its independent compensation consultant, FW Cook. In setting equity award values, the Compensation Committee considered variance to peer long term incentives, unvested equity values and projected post-2025 grants both as a multiple of annual long term incentives and on absolute dollar basis. For 2025, the Compensation Committee determined to grant PSUs (comprising 50% of the long-term incentive program opportunities, at target) that are earned based on three distinct performance metrics: (i) revenue growth (50% weighting), adjusted EBITDA growth (30% weighting), and working capital (20% weighting). The Compensation Committee chose revenue growth and adjusted EBITDA growth as 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 Compensation Committee chose a working capital metric because the Company was undergoing an effort to right-size inventory levels to increase operating efficiency and the ability to invest in growth initiatives. Performance for revenue growth and adjusted EBITDA growth is measured based on the annual growth rate for the period measured against revenue or adjusted EBITDA actually achieved in the prior period. Revenue means net sales, as determined under GAAP and recorded in our audited financial statements, excluding the impact of dispositions. Adjusted EBITDA means earnings before interest, taxes, depreciation and amortization, adjusted to exclude equity‑based compensation, foreign exchange gains and losses, acquisition and disposition‑related charges, and other unusual or one‑time items consistent with the Company’s GAAP to non‑GAAP reconciliation. Working capital means the sum of average inventory days on hand plus average days sales outstanding, a measure of accounts receivables collection, for a fiscal year. To reinforce the long-term nature of our PSUs and to align executive compensation with the achievement of our growth objectives, the Compensation Committee establishes the performance metrics and performance goals for the three annual performance periods at the time the PSU award is granted. Each PSU award is divided evenly into three tranches, and each tranche corresponds to a separate, consecutive one‑year performance period within the overall three‑year term of the award. Revenue growth and adjusted EBITDA growth targets for 2025 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 and adjusted EBITDA growth goals. For each subsequent annual performance tranche, the Committee set performance goals for revenue growth and adjusted EBITDA growth, each of which is measured against our actual results from the immediately preceding fiscal year. The working capital goal is the same for each of the years in the performance period. At the end of the three‑year performance period, and subject to continued employment, the number of shares earned is determined based on our level of achievement against the specific threshold, target, and maximum performance goals established for each of the three one‑year tranches, which are evenly-weighted. The payout for a one-year tranche is not impacted by the performance in another year. Depending on actual performance relative to the pre‑established goals for each tranche, an executive may earn between 0% (for below-threshold performance) and 200% (for maximum performance) of the target number of PSUs allocated to each tranche. To the extent earned, the PSUs granted in 2025 cliff vest in March 2028 (or August 2028 for Dr. Bucher). 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, we have set such goals at challenging levels that we believe are difficult to achieve and would require sustained performance against our annual operating plan in order to be achieved at target levels. The goals will be disclosed at the end of the applicable performance period, along with achievement levels. RSUs vest annually over a three-year period and also encourage retention. PSUs and RSUs granted in 2025 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. As a one-time measure, the Board of Directors provided the CEO with an enhanced long-term incentive award value relative to the prior year. This decision was made to retain and motivate Dr. Gitin, as the Company sought to counter challenging industry conditions and reverse falling sales. The enhanced award value was approved because the Board believed that the retention of Dr. Gitin, who it recently recruited, is critical to our focus on long-term stockholder value growth built on a shared vision of our transformation strategy and to further reinforce alignment of the CEO's interest with those of our stockholders. The value was determined after considering several factors and with input from the Compensation Committee's independent compensation consultant. One of the factors that the Board considered was the value of Dr. Gitin's unvested equity holdings versus CEOs at peer companies prior to and after 2025 equity awards. Including the value of the one-time enhanced award in February 2025, Dr. Gitin's unvested equity holdings remained below the peer median while his unvested equity holdings as a multiple of annual long term incentives increased, which the Board believes strengthen the retentive hold for Dr. Gitin. The awards for Messrs. Lopresti, Mammen and Ness were lower than long-term incentive awards granted to them in 2024, which reflected enhanced award values, as discussed in last year's proxy statement. Dr. Bucher's awards were granted in August 2025 in connection with his appointment as Senior Vice President, Global Operations and the PSUs granted to Dr. Bucher have the same performance measures as those granted to other NEOs in February 2025 but vest, to the extent earned, in August 2028. The RSUs granted to Dr. Bucher vest over three years from August 2025. Details regarding the long‑term equity awards granted in 2025 are provided in the 2025 Grants of Plan‑Based Awards section below. Historical Performance of Performance-Based Stock Units. Half of PSUs granted in 2022 (which vested in 2025) were based on 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 table shows the performance of the PSUs granted in 2022:

  45. 2025 EQUITY ELEMENTS (at target)

    | Financial Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Results | % Payout | | Organic Revenue Growth | 2.5% | 5% | 10% | (12.6%) | —% | | Adjusted Operating Margin | 20% | 22.5%–25% | 27.5% | 18% | —% |

  46. 2025 EQUITY ELEMENTS (at target)

    Half of PSUs granted in 2023 (which vested in 2026) were based on organic revenue growth and half were based on average adjusted operating margin over a three-year performance period beginning January 1, 2023 and ending December 31, 2025. As three-year performance was below threshold for PSUs granted in 2023, the NEOs did not earn any payouts on the performance-based long-term incentives vesting in March 2026. The following table shows the performance of the PSUs granted in 2023 and vested in March 2026:

  47. 2025 EQUITY ELEMENTS (at target)

    | Financial Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Results | % Payout | | Revenue Growth | 2.5% | 5% | 10% | (11.1%) | —% | | Adjusted Operating Margin | 20% | 23% | 27.5% | 11.9% | —% |

  48. 2025 EQUITY ELEMENTS (at target)

    The following graphic shows payouts compared to targets for PSUs granted in 2019 (eligible to vest in 2022) to 2023 (eligible to vest in 2026), demonstrating the strong connection between pay and performance in the Company's long-term incentive compensation practices.

  49. 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 applicable to our NEO under our Amended and Restated Executive Severance Plan or, for the CEO, his employment agreement, 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. In February 2026, we adopted a company‑wide retirement equity policy that establishes a uniform framework for the treatment of equity awards in connection with qualifying retirements. The retirement equity policy applies to all employees for equity awards granted on or after February 4, 2026. The policy provides for continued vesting of certain awards based on minimum age and service criteria, subject to certain conditions. Executives in the United States are also 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, including the NEOs, at a rate of 50% of deferrals subject to a maximum of 6% of eligible compensation under the 401(k) retirement savings plan. Dr. Bucher participates 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. CEO Transition Expenses. In connection with his appointment as CEO and to facilitate his relocation from California to the Company headquarters in Massachusetts, the Company agreed to provide Dr. Gitin temporary housing for six months, up to a maximum amount of $100,000, and reimbursement of limited legal expenses amounting to $10,000.

  50. Role of Independent Consultant

    Role of Independent Consultant The Compensation Committee has 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. 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 in 2025 that there were no actual or potential conflicts of interest with FW Cook.

  51. 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 another, and no formula is used in making these decisions. In late 2024, 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 2025 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 Compensation Committee then develops criteria for business sector, including but not limited to revenue and market capitalization. In determining peer companies for 2025, the Compensation Committee reviewed companies with then recent revenue and average market capitalization between approximately 0.2x to 5.0x the Company's size at that time. Based upon the process and applying the criteria above, the Compensation Committee, with input from FW Cook, added Enerpac Tool Group Corp. and Standex International Corporation to our 2025 peer group and removed Dolby Laboratories, Inc., Donaldson Company, Inc., IDEX Corporation, and ITT Inc. from our 2025 peer group. For 2025, the peer companies were:

  52. Pay Positioning Strategy and Peer Group

    | Advanced Energy Industries, Inc. | Albany International Corp. | Allegro MicroSystems, Inc. | | Barnes Group, Inc. | Cognex Corporation | Coherent Corp. | | Enerpac Tool Group Corp. | FormFactor, Inc. | Graco, Inc. | | Kadant Inc. | Littlefuse, Inc. | Lumentum Holdings Inc. | | MKS Instruments, Inc. | Nordson Corporation | Novanta, Inc. | | Onto Innovation Inc. | OSI Systems, Inc. | Standex International Corporation | | Watts Water Technologies, Inc. | | |

  53. 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. The graphic below represents the Company’s position as of October 2024 relative to the companies in the peer group with regard to revenue during the trailing four quarters and average market capitalization for the prior completed fiscal year.

  54. COMPANY VS. PEER GROUP

    COMPANY VS. PEER GROUP

  55. 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 2025, 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; •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.

  56. 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 23, 2026. 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 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, 2025, each of our NEOs exceeded his respective ownership requirement 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 required 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. The 2015 policy remains in effect and may provide an additional basis for recovery in specified misconduct-related circumstances, including with respect to incentive compensation outside the scope of the Required Clawback Policy, subject to the terms of the 2015 policy. In addition, all equity award agreements covering equity awarded to executives 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.

  57. Policy Regarding Timing of Grants of Options and Similar Equity Awards

    Policy Regarding Timing of Grants of Options and Similar Equity Awards The Compensation Committee has adopted policies and practices designed to ensure that equity awards are not granted at a time when the Company is in possession of material nonpublic information and that the timing of equity awards is not coordinated with the release of such information for the purpose of affecting the value of executive compensation. For example, under our Policy on Granting Equity Awards, equity awards are generally effective on the third business day following the public release of earnings.

  58. Policy Regarding Timing of Grants of Options and Similar Equity Awards

    | Compensation Committee Report |

  59. Policy Regarding Timing of Grants of Options and Similar Equity Awards

    The Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and discussion, the Compensation Committee recommends to the Board that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the Company’s 2026 Annual Meeting of Stockholders and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. COMPENSATION COMMITTEE Gregory Dougherty, Chair Jeanmarie Desmond Eric Meurice John Peeler The information in the Compensation Committee Report shall not be considered “soliciting material” or “filed” with the SEC, nor shall this information be incorporated by reference into any previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company incorporates it by specific reference.

  60. Policy Regarding Timing of Grants of Options and Similar Equity Awards

    | Executive Compensation Tables |

  61. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the total compensation of our NEOs for fiscal year 2025 and, to the extent such NEOs were NEOs in either the 2025 or 2024 proxy statements, fiscal years 2024 and/or 2023 compensation, as applicable.

  62. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Mark Gitin Chief Executive Officer | 2025 | 879,423 | — | 6,999,990 | 1,159,600 | 32,477 | 9,071,490 | | | 2024 | 411,346 | 775,000 | 4,999,759 | — | 514,720 | 6,700,825 | | Timothy Mammen Chief Financial Officer and Senior Vice President | 2025 | 559,419 | — | 1,999,924 | 472,700 | 11,564 | 3,043,607 | | | 2024 | 538,700 | — | 2,262,403 | 265,300 | 9,286 | 3,075,689 | | | 2023 | 538,700 | — | 1,616,014 | 102,350 | 9,900 | 2,266,964 | | Trevor Ness Senior Vice President, Chief Revenue Officer | 2025 | 520,269 | — | 1,677,700 | 440,100 | 10,350 | 2,648,419 | | | 2024 | 494,106 | — | 1,928,590 | 245,200 | 10,350 | 2,678,246 | | | 2023 | 477,100 | — | 1,311,831 | 90,600 | 9,900 | 1,889,431 | | Angelo Lopresti Senior Vice President, General Counsel and Secretary | 2025 | 504,173 | — | 1,635,008 | 425,000 | 10,500 | 2,574,681 | | | 2024 | 485,500 | — | 1,869,006 | 242,800 | 10,350 | 2,607,656 | | | 2023 | 485,500 | — | 1,334,917 | 92,200 | 9,900 | 1,922,517 | | Paulus Bucher Senior Vice President, Global Operations(5) | 2025 | 226,590 | — | 629,926 | 325,288 | — | 1,181,804 |

  63. Summary Compensation Table

    (1)Salary information for 2025 includes 28 pay periods, and for 2024 and 2023 includes 27 pay periods. Dr. Gitin commenced employment as Chief Executive Officer on June 5, 2024, and Dr. Bucher commenced employment as Senior Vice President, Global Operations on July 1, 2025. Accordingly, the salary amounts reported for Dr. Gitin for 2024 and for Dr. Bucher for 2025 reflect partial‑year service. (2)During the periods in the table above, the Company granted PSUs and service-based RSUs, which are reflected in the Stock Awards column. The amounts reported reflect the fair value of such awards as of the grant date determined pursuant to ASC Topic 718, and for PSUs is based on the probable outcome of the performance conditions, calculated in accordance with ASC Topic 718 disregarding forfeitures related to service-based vesting. 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 on Form 10-K for the year ended December 31, 2025. For PSUs granted in 2025, the values of the award at the grant date assuming the highest level of performance conditions will be achieved are $6,999,990, $1,999,924, $1,677,700, $1,635,008 and $629,926 for Dr. Gitin, Messrs. Mammen, Ness and Lopresti, and Dr. Bucher, 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. (3)Represents amounts earned under our AIP for services rendered in 2025, 2024 and 2023, respectively. (4)The amounts reported for Messrs. Mammen, Ness and Lopresti for 2025 consist of matching 401(k) contributions. The amount reported for Dr. Gitin for 2025 consists of reimbursement paid in 2025 for temporary housing ($11,977) and legal expenses ($10,000) incurred in connection with Dr. Gitin's hire, as well as matching 401(k) contributions ($10,500). (5)Cash amounts paid to Dr. Bucher in 2025 were denominated in Euros. Amounts paid in Euros were converted into U.S. dollars using the average daily exchange rate for the time period Dr. Bucher was paid in Euros, which was 0.86. 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.

  64. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  65. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Mark Gitin | 2/14/2025 | 656,200 | 1,050,000 | 2,362,500 | — | — | — | — | — | | | 2/14/2025 | — | — | — | 13,773 | 55,092 | 110,184 | — | 3,499,995 | | | 2/14/2025 | — | — | — | — | — | — | 55,092 | 3,499,995 | | Timothy Mammen | 2/14/2025 | 269,300 | 430,900 | 969,500 | — | — | — | — | — | | | 2/14/2025 | — | — | — | 3,935 | 15,740 | 31,480 | — | 999,962 | | | 2/14/2025 | — | — | — | — | — | — | 15,740 | 999,962 | | Trevor Ness | 2/14/2025 | 250,500 | 400,800 | 901,800 | — | — | — | — | — | | | 2/14/2025 | — | — | — | 3,301 | 13,204 | 26,408 | — | 838,850 | | | 2/14/2025 | — | — | — | — | — | — | 13,204 | 838,850 | | Angelo Lopresti | 2/14/2025 | 242,700 | 388,400 | 873,900 | — | — | — | — | — | | | 2/14/2025 | — | — | — | 3,217 | 12,868 | 25,736 | — | 817,504 | | | 2/14/2025 | — | — | — | — | — | — | 12,868 | 817,504 | | Paulus Bucher(5) | 8/5/2025 | 184,046 | 294,497 | 662,589 | — | — | — | — | — | | | 8/5/2025 | — | — | — | 1,046 | 4,185 | 8,370 | — | 314,963 | | | 8/5/2025 | — | — | — | — | — | — | 4,185 | 314,963 |

  66. 2025 Grants of Plan-Based Awards

    (1)Amounts shown include possible payouts under the AIP for 2025 financial performance at threshold, target and maximum levels plus individual performance at the maximum level. The performance measures under the AIP are discussed in Compensation Discussion and Analysis—Annual Incentives above. Actual amounts paid for 2025 performance are shown in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above. (2)For a description of the PSUs, see Compensation Discussion and Analysis–Long-Term Incentives above. (3)With the exception of Dr. Bucher, the amounts reported reflect service-based RSUs granted under our 2006 Incentive Compensation Plan, which vest in three annual installments commencing on March 1, 2026. With respect to Dr. Bucher, the amounts reported reflect service-based RSUs granted under our 2025 Incentive Compensation Plan, which vest in three annual installments commencing on August 8, 2026. (4)Valuation based on the fair value of such awards as of the grant date determined pursuant to ASC Topic 718 disregarding forfeitures related to service-based vesting. 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. (5)The amounts included as possible payouts under the AIP for 2025 financial performance at threshold, target and maximum levels plus individual performance at the maximum level for Dr. Bucher were translated into U.S. Dollars at the average daily exchange rate for the time period Dr. Bucher was employed by the Company, which was 0.86.

  67. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End

  68. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | 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 ($)(3) | | Mark Gitin | 6/5/2024 | — | — | — | — | 19,194 | 1,547,036 | 17,993 | 1,288,299 | | | 2/14/2025 | — | — | — | — | 55,092 | 4,440,415 | 99,165 | 7,100,214 | | Timothy Mammen | 2/22/2018 | 6,642 | — | 239.72 | 2/22/2028 | — | — | — | — | | | 2/15/2019 | 8,654 | — | 154.88 | 2/15/2029 | — | — | — | — | | | 2/17/2023 | — | — | — | — | 2,054 | 165,552 | — | — | | | 2/16/2024 | — | — | — | — | 8,721 | 702,913 | 8,175 | 585,330 | | | 2/14/2025 | — | — | — | — | 15,740 | 1,268,644 | 28,332 | 2,028,571 | | Trevor Ness | 2/22/2018 | 5,689 | — | 239.72 | 2/21/2028 | — | — | — | — | | | 2/15/2019 | 6,212 | — | 154.88 | 2/14/2029 | — | — | — | — | | | 2/17/2023 | — | — | — | — | 1,667 | 134,360 | — | — | | | 2/16/2024 | — | — | — | — | 7,434 | 599,180 | 6,968 | 498,909 | | | 2/14/2025 | — | — | — | — | 13,204 | 1,064,242 | 23,766 | 1,701,646 | | Angelo Lopresti | 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 | — | — | — | — | | | 2/17/2023 | — | — | — | — | 1,697 | 136,778 | — | — | | | 2/16/2024 | — | — | — | — | 7,204 | 580,642 | 6,753 | 483,515 | | | 2/14/2025 | — | — | — | — | 12,868 | 1,037,161 | 23,161 | 1,658,328 | | Paulus Bucher | 8/8/2025 | — | — | — | — | 4,185 | 337,311 | 7,533 | 539,363 |

  69. 2025 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 vest in three annual installments commencing on March 1 of the year following the grant. PSUs granted in 2025, 2024 and 2023 vest in one installment on March 1 of 2028, 2027 and 2026, respectively, if at all. However, RSUs granted on June 5, 2024 and August 8, 2025 to Drs. Gitin and Bucher vest in three annual installments commencing on June 5, 2025 and August 8, 2026, respectively, and PSUs granted on June 5, 2024 and August 8, 2025 to Drs. Gitin and Bucher vest in one installment on June 5, 2027 and August 9, 2028, respectively. (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, 2025, the last trading day of 2025, which was $71.60 per share. (4)The PSUs granted in 2025, 2024 and 2023 are eligible to be earned over a three-year performance period starting on January 1, 2025, 2024 and 2023, respectively. 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. For performance periods that were not completed as of fiscal year-end, the assumed level of achievement is as follows: for 2024 PSU awards, revenue growth is assumed at target performance and operating margin at threshold performance; for 2025 PSU awards, revenue growth and adjusted EBITDA growth are assumed at maximum performance and working capital at target performance.

  70. Stock Vested in 2025

    Stock Vested in 2025 The following table provides information on vesting of RSUs and PSUs for NEOs during 2025. No outstanding stock options were exercised by NEOs in 2025. IPG performance fell below threshold for PSUs vesting in 2025, resulting in no share payout for such awards.

  71. Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mark Gitin | 9,597 | 656,819 | | Timothy Mammen | 9,123 | 530,867 | | Trevor Ness | 7,585 | 441,371 | | Angelo Lopresti | 7,538 | 438,636 | | Paulus Bucher | — | — |

  72. Stock Vested in 2025

    (1)The value realized is based on the closing common stock prices on the vesting dates of service-based RSUs; the dollar amount represents the pre-tax value received on vesting.

  73. 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, 2025, upon an Involuntary Termination absent a change in control and within twenty-four months following a change in control and upon terminations due to death or disability. 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.

  74. 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 ($)(1) | Termination Following Disability ($)(2) | | Mark Gitin | Salary Severance and Benefits Continuation | 1,805,811 | 1,805,811 | — | — | | | Incentive Plan Severance | 1,159,600 | 3,265,600 | 1,159,600 | 1,159,600 | | | Equity Acceleration | 2,002,008 | 11,324,829 | 11,324,829 | 11,324,829 | | | Total | 4,967,419 | 16,396,240 | 12,484,429 | 12,484,429 | | Timothy Mammen | Salary Severance and Benefits Continuation | 849,908 | 1,133,211 | — | — | | | Incentive Plan Severance | 472,700 | 1,337,000 | 472,700 | 472,700 | | | Equity Acceleration | 834,940 | 4,403,042 | 4,403,042 | 3,961,986 | | | Total | 2,157,548 | 6,873,253 | 4,875,742 | 4,434,686 | | Trevor Ness | Salary Severance and Benefits Continuation | 796,032 | 1,061,377 | — | — | | | Incentive Plan Severance | 440,100 | 1,244,000 | 440,100 | 440,100 | | | Equity Acceleration | 700,630 | 3,698,784 | 3,698,784 | 3,340,784 | | | Total | 1,936,762 | 6,004,161 | 4,138,884 | 3,780,884 | | Angelo Lopresti | Salary Severance and Benefits Continuation | 728,250 | 971,000 | — | — | | | Incentive Plan Severance | 425,000 | 1,201,800 | 425,000 | 425,000 | | | Equity Acceleration | 686,525 | 3,618,020 | 3,618,020 | 3,253,719 | | | Total | 1,839,775 | 5,790,820 | 4,043,020 | 3,678,719 | | Paulus Bucher | Salary Severance and Benefits Continuation | 686,026 | 914,701 | — | — | | | Incentive Plan Severance | 325,288 | 914,282 | 325,288 | 325,288 | | | Equity Acceleration | 99,882 | 599,292 | 599,292 | 399,528 | | | Total | 1,111,196 | 2,428,275 | 924,580 | 724,816 |

  75. Potential Payments upon Termination or Change in Control

    (1)Equity acceleration is calculated at the full value for service-based RSUs and at target for PSUs. (2)Equity acceleration is calculated at the full value for service-based RSUs. For PSUs tied to the performance period ending on December 31, 2025, the actual number of PSUs earned was used in the calculation; for PSUs tied to performance beyond 2025, the target number of PSUs was used in the calculations.

  76. Potential Payments upon Termination or Change in Control

    | Proposal 3 | Ratify Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2026 |

  77. Potential Payments upon Termination or Change in Control

    Deloitte & Touche LLP currently serves as our independent registered public accounting firm and audited our consolidated financial statements for the year ended December 31, 2025. Our Audit Committee has appointed Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2026, and to conduct an integrated audit of our consolidated financial statements for the year ending December 31, 2026 and of our internal control over financial reporting as of December 31, 2026. Deloitte & Touche LLP has served as the Company’s auditor since 1999. A representative of Deloitte & Touche LLP will attend the annual meeting of stockholders where he or she will have the opportunity to make a statement, if he or she desires, and will be available to respond to appropriate stockholder questions. The Audit Committee is solely responsible for the appointment, retention, termination and oversight of the work of our independent registered public accounting firm, including the approval of all engagement fees, terms, and the annual audit plan. In determining whether to reappoint Deloitte & Touche LLP as the Company’s independent external auditor, the Audit Committee took into consideration several factors, including an assessment of the professional qualifications and past performance of the lead audit partner and the Deloitte & Touche LLP team and the quality and level of transparency of the Audit Committee’s relationship and communications with Deloitte & Touche LLP. The Audit Committee considered, among other things, the knowledge and skills of Deloitte & Touche LLP’s auditing experts that would be providing services to the Company, international scope and knowledge of the Company and its operations. After its assessment, the Audit Committee concluded that the best course of action was to reappoint Deloitte & Touche LLP as the Company’s independent external auditor for 2026. Lead and concurring audit partners are subject to rotation requirements that limit the number of consecutive years an individual partner may provide services. The maximum number of consecutive years of service in that capacity is five years and the next required lead audit partner rotation will occur in 2029. The process for rotation of the Company's lead audit partner involves an inquiry into the backgrounds and experiences of several potential lead partners, a narrowing of the list to one or more, a meeting between the candidate or candidates for the role with the Chair of the Audit Committee, as well as with management. This is accompanied by several discussions with and a final approval by the entire Audit Committee. The Audit Committee engaged in this process before approving a new lead audit partner for the 2024 audit. Fees Paid to Deloitte & Touche. The fees for services provided by Deloitte & Touche LLP, member firm of Deloitte Touche Tohmatsu, and their respective affiliates, to the Company were:

  78. Potential Payments upon Termination or Change in Control

    | | Fees | | | Fee Category | 2025 | 2024 | | Audit fees | $2,476,200 | $2,542,500 | | Audit-related fees | — | — | | Tax fees | — | — | | All other fees | 3,157 | 1,895 | | Total Fees | $2,479,357 | $2,544,395 |

  79. Potential Payments upon Termination or Change in Control

    Audit fees. These fees comprise fees for professional services rendered in connection with the audit of the Company’s consolidated financial statements that are customary under auditing standards generally accepted in the United States. Audit fees also include fees for the audits of statutory financial statements, consents and reviews related to SEC filings and quarterly services with respect to the preparation of our unaudited quarterly financial statements. Audit-related fees. These fees comprise fees for services that are reasonably related to the performance of the audit or review of the Company’s financial statements. Tax fees. Fees for tax services consist of fees for tax compliance services and tax planning and advice services. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute and obtain government approval for amounts to be included in tax filings. Tax planning and advice are services rendered with respect to proposed transactions or that alter a transaction to obtain a particular tax result. All other fees. These are fees for any services not included in the other three categories.

  80. Delinquent Section 16(a) Reports

    | CEO Pay Ratio |

  81. Delinquent Section 16(a) Reports

    | Pay Versus Performance |

  82. Delinquent Section 16(a) Reports

    | 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) | | 2025 | 9,071,490 | — | — | 9,885,849 | — | — | 2,362,128 | 2,450,648 | 32 | 205 | 31 | 1,004 | | 2024 | 6,700,825 | 6,099,458 | — | 4,590,319 | 408,369 | — | 2,370,116 | 704,222 | 32 | 142 | (182) | 977 | | 2023 | — | 5,725,552 | — | — | 4,897,587 | — | 1,999,742 | 1,783,708 | 49 | 122 | 219 | 1,287 | | 2022 | — | 6,635,520 | — | — | 1,176,438 | — | 2,093,139 | 178,305 | 42 | 101 | 111 | 1,430 | | 2021 | — | 7,284,851 | 3,254,034 | — | 1,633,757 | 3,254,034 | 2,641,365 | 414,607 | 77 | 129 | 278 | 1,461 |

  83. 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 2021, 2022, 2023, 2024 and 2025 to (1) both the Company TSR and the Peer Group TSR, (2) the Company’s net income and (3) the Company’s net sales. 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.

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

    | Questions and Answers About the Meeting and Voting |

  85. 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.