DEF 14A of Cognex Corp, Mar 13, 2026

DEF 14A of Cognex Corp

Filed Mar 13, 2026 · FY20250001193125-26-105065

Open on EDGAR

  1. Board of Directors

    Board of Directors The role of our Board in our company’s risk oversight process includes receiving regular reports from management on areas of material risk to our company, including operational, financial, technology, legal, regulatory, strategic and reputational risks, and reviewing the outputs of our company’s Enterprise Risk Management (“ERM”) program. The ERM program is overseen by the Global Internal Audit team, which facilitates structured workshops in coordination with Cognex senior management. These workshops enable the executive team to validate, risk-rank, and prioritize risks identified from internal and external sources that impact the organization. The Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate “risk owner” within our company so that the Board (or appropriate committee) can understand our risk identification, risk management and risk mitigation strategies. When a committee receives the report, the Chair of the relevant committee reports on the discussion to the full Board. This process enables the Board and its committees to coordinate the risk oversight role. Our Board also administers its risk oversight function through the required approval by the Board (or a committee of the Board) of significant transactions and other material decisions, and receipt of regular periodic reports from our company’s independent registered public accounting firm and other outside consultants regarding various areas of potential risk, including, among others, those relating to our cybersecurity, internal controls and financial reporting.

  2. Board of Directors

    | Audit Committee | | Risks related to the accuracy and integrity of financial reporting, accounting policies, disclosure controls, and internal controls over financial reporting. | | Risks associated with the independence, performance, and appointment of the external auditor. | | Risks tied to compliance with cybersecurity, legal and regulatory requirements, and fraud. |

  3. Board of Directors

    | Compensation Committee | | Risks associated with executive and director compensation programs and potential misalignment with company performance, shareholder interests, or retention objectives. | | Risks related to the design and administration of equity incentive plans, annual bonus programs, and CEO compensation decisions. |

  4. Board of Directors

    | Nominating, Governance, and Sustainability Committee | | Risks relating to Board composition, succession planning, and the effectiveness of Board and committee performance. | | Risks associated with governance policies, shareholder engagement, and responsiveness to investor expectations. | | Risks tied to the company’s ESG strategy, including impacts from emerging sustainability trends. |

  5. Board Meetings, Committees and Attendance

    | • | Reviews and makes recommendations to the Board regarding the compensation of our Directors. |

  6. Director Nominees

    Director Nominees When considering a potential candidate for membership on our Board, the Nominating, Governance, and Sustainability Committee will consider any criteria it deems appropriate, including, among other things, the experience and qualifications of any particular candidate as well as such candidate’s past or anticipated contributions to our Board and its committees. At a minimum, each nominee is expected to have high personal and professional integrity and demonstrated ability and judgment to be effective, with the other Directors and management, in collectively serving the long-term interests of our shareholders. Each nominee is expected to be personable and support our “Work Hard, Play Hard, Move Fast” culture. Further, each nominee is expected to have direct and significant experience in one or more industries or markets in which our company does, or plans to do, business, and/or significant senior-level management experience in functions or roles which are helpful to our company. This includes finance, accounting, legal, human resources, engineering, manufacturing, and sales and marketing. In addition to the minimum qualifications set forth above, when considering potential candidates for our Board, the Nominating, Governance, and Sustainability Committee seeks to ensure that the Board is comprised of a majority of independent Directors, that the committees of the Board are comprised entirely of independent Directors, and that at least one member of the Audit Committee qualifies as an “audit committee financial expert” under SEC rules. The Nominating, Governance, and Sustainability Committee may also consider any other standards that it deems appropriate. The Nominating, Governance and Sustainability Committee considers the composition of our Board overall, with the goal of having a combination of backgrounds, skills and knowledge to help promote Cognex’s long-term strategy. In particular, the committee, when recommending director candidates to the full Board for nomination, may consider whether a director candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. Board diversity, including with respect to ethnicity, age and gender, continues to be recognized by the Board. In 2017, our Board amended our corporate governance guidelines to require our Nominating, Governance, and Sustainability Committee to include women and individuals from minority groups who meet the required qualifications on the initial list of director candidates from which new board nominees are chosen. In addition, any search firm retained by the Nominating, Governance, and Sustainability Committee is required to abide by these guidelines. Since these requirements were added to our corporate governance guidelines, Dr. Parrotte (in 2018), Mr. Lawande (in 2021), Ms. Sennett (in 2021), Dr. Lee (in 2022), and Mr. Papadimitriou (in 2023) have been elected to the Board. In addition, in early 2026, Dr. Atiya and Mr. Donato were added to our Board following an extensive search led by the Board’s Nominating, Governance, and Sustainability Committee and supported by a nationally recognized advisory firm. In conjunction with the appointments of Dr. Atiya and Mr. Donato, Robert Willett and Dianne Parrotte retired from the Board. With these additions, the Board has appointed six independent directors since 2021, reflecting the Board’s commitment to ensuring it has the right skills and experiences to lead Cognex into its next phase of growth. In practice, the Nominating, Governance, and Sustainability Committee generally will evaluate and consider all candidates recommended by our Directors, officers and shareholders. The Nominating, Governance, and Sustainability Committee intends to consider shareholder recommendations for directors using the same criteria as potential nominees recommended by the members of the Nominating, Governance, and Sustainability Committee or others. Shareholders who wish to submit Director candidates for consideration as nominees for election at our 2027 Annual Meeting of Shareholders should send such recommendations to the Secretary of Cognex Corporation at our executive offices on or before November 13, 2026. These recommendations must include:

  7. Director Nominees

    | • | the name and address of record of the shareholder; |

  8. Director Nominees

    | • | a representation that the shareholder is a record holder of our common stock, or if the shareholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act; |

  9. Director Nominees

    | • | the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding ten full fiscal years of the proposed Director candidate; |

  10. Director Nominees

    | • | a description of the qualifications and background of the proposed Director candidate which addresses the minimum qualifications described above and any other criteria for Board membership approved by the Board from time to time; |

  11. Director Nominees

    | • | a description of all arrangements or understandings between the shareholder and the proposed Director candidate; and |

  12. Director Nominees

    | • | the consent of the proposed Director candidate to be named in the proxy statement, to serve as a Director if elected at such meeting, and to give our company the authority to carry out a detailed and thorough investigation of his/her educational, professional, financial and personal history. |

  13. Director Nominees

    Shareholders must also submit any other information regarding the proposed Director candidate that is required to be included in a proxy statement filed pursuant to SEC rules. See also the information under the heading “Shareholder Proposals.”

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board currently consists of eight Directors and is divided into three classes, with one class being elected each year for a term of three years. We are proposing that Matthew Moschner, Angelos Papadimitriou, and Christopher Donato be elected to serve terms expiring at the 2029 Annual Meeting of Shareholders and in each case until a successor is duly elected and qualified or until his earlier death, resignation or removal. Biographical information including the key attributes and skills the director nominees bring to our Board is set forth below. OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF MATTHEW MOSCHNER, ANGELOS PAPADIMITRIOU, AND CHRISTOPHER DONATO. The persons named in the accompanying proxy will vote, unless a shareholder specifies otherwise, “FOR” the election of the nominees named above. Our Board anticipates that each nominee, if elected, will serve as a Director. If a nominee is unable to accept election, the persons named in the accompanying proxy will vote for such substitute as our Board may recommend. There are no family relationships between any incumbent Director or any Director nominee and any executive officer of Cognex or its subsidiaries.

  15. Information Regarding Directors and the Director Nominees

    Information Regarding Directors and the Director Nominees Set forth below is information furnished to us by the Director nominees and the incumbent Directors whose terms will continue after the meeting. The biographical description for each Director and Director nominee includes his or her age, all positions he or she holds with Cognex, his or her principal occupation and business experience over the past five years, and the names of other publicly held companies for which he or she currently serves as a director or has served during the past five years. It also includes the specific experience, qualifications, attributes and skills that led to our Board’s conclusion that the nominee should serve as a director of Cognex or, with respect to each Director who is not standing for election, that the Board would expect to consider if it were making a conclusion currently as to whether he or she should serve as a director. The Board’s specific reasoning for why each Director is qualified to serve on the Board is detailed under the heading “Experience and Qualification Highlights” in each bio below. We believe that all of our Directors have a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment as well as, to the extent applicable, a commitment of service to Cognex and our Board. Our Board does not currently evaluate whether incumbent Directors who are not standing for election should serve as directors, as the terms for which they were previously elected continue beyond the meeting.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth the compensation earned by or awarded to each Director who served on our Board in 2025, other than Mr. Moschner and Mr. Willett. Details of Mr. Moschner’s and Mr. Willett’s compensation are set forth under the heading “Executive Compensation—Summary Compensation Table.”

  17. Director Compensation Table—2025

    Director Compensation Table—2025

  18. Director Compensation Table—2025

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2)(3) ($) | Option Awards (4) ($) | All Other Compensation ($) | Total Compensation ($) | | Sachin S. Lawande | $65,000 | $275,025 | $— | $— | $340,025 | | John T.C. Lee | $80,000 | $275,025 | $— | $— | $355,025 | | Dianne M. Parrotte (5) | $63,000 | $275,025 | $— | $— | $338,025 | | Angelos Papadimitriou | $60,000 | $275,025 | $— | $— | $335,025 | | Marjorie T. Sennett | $70,000 | $275,025 | $— | $— | $345,025 | | Anthony Sun | $128,000(6) | $275,025 | $— | $— | $403,025 |

  19. Director Compensation Table—2025

    | (1) Fees are presented in the year earned. The payment of such amounts may occur in other years (i.e., 2026). |

  20. Director Compensation Table—2025

    | (2) In 2025, each Director, other than Mr. Moschner and Mr. Willett, was granted 8,324 RSUs. These RSU awards vested in full on February 20, 2026. All equity award agreements covering unvested equity awards held by our non-employee Directors provide for such equity awards to vest immediately upon a “change of control” of Cognex, which is defined as a corporate transaction in which the holders of Cognex common stock before the transaction control less than 51% of the stock of Cognex or any successor corporation after the transaction. Amounts listed in this column represent the grant date fair value of RSUs. The methodology and assumptions used to calculate the grant date fair value are described in “Note 16, Stock-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Cognex recognizes the grant date fair value as an expense for financial reporting purposes over the service-based vesting period. See also the information under the heading “Director Compensation—Elements of Director Compensation.” |

  21. Director Compensation Table—2025

    | (3) Each Director, other than Mr. Moschner and Mr. Willett, had the following unvested RSUs outstanding on December 31, 2025: Mr. Lawande, 11,237 shares; Dr. Lee, 11,237 shares; Dr. Parrotte, 11,237 shares; Mr. Papadimitriou, 10,861 shares; Ms. Sennett, 11,237 shares; and Mr. Sun, 11,237 shares. No Directors forfeited any RSUs in 2025. |

  22. Director Compensation Table—2025

    | (4) Each Director, other than Mr. Moschner and Mr. Willett, had the following options outstanding on December 31, 2025: Mr. Lawande, 0 shares; Dr. Lee, 0 shares; Dr. Parrotte, 44,000 shares; Mr. Papadimitriou, 0 shares; Ms. Sennett, 0 shares; and Mr. Sun, 114,000 shares. No Directors forfeited any stock options in 2025. |

  23. Director Compensation Table—2025

    | (5) Dr. Parrotte retired from the Board of Directors effective March 2, 2026. |

  24. Director Compensation Table—2025

    | (6) Paid to Sun Management Associates, LLC, a California limited liability company, of which Mr. Sun is a member. |

  25. Elements of Director Compensation

    Elements of Director Compensation The Compensation Committee reviews our non-employee Director compensation on a regular basis. The Compensation Committee considers various factors in making a recommendation to the Board, including a competitive assessment of Director compensation with that of our peer group (as described under the heading “Compensation Discussion and Analysis”), market trends, the responsibilities of our non-employee Directors, the anticipated time commitment and amount of work, the responsibilities of the various committees of the Board, and our ability to attract and retain high caliber non-employee Directors to serve on the Board. The Compensation Committee also retained an independent compensation consultant, Pay Governance, to help benchmark and set non-employee Director compensation for 2025. We provide a significant portion of the total compensation of our non-employee Directors in the form of equity compensation to align their long-term interests with those of our shareholders. Each non-employee Director is paid an annual cash retainer for their service on our Board and is eligible for a grant of RSUs. We believe that this compensation model has enabled us to create an attractive and market competitive compensation package for Board candidates while reducing dilution and administrative costs to the company as compared to our prior program of granting only options to Directors. The following table sets forth the elements of cash compensation in 2025 for our non-employee Directors for their service on our Board and its committees. There were no changes in the compensation program for our non-employee Directors from 2024 to 2025. Mr. Moschner, a current executive officer of Cognex, and Mr. Willett, a former executive officer of Cognex, receive no additional compensation for their service on the Board.

  26. Elements of Director Compensation

    | Type of Fee | Board of Directors | Compensation Committee (1) | Audit Committee (1) | Nominating, Governance and Sustainability Committee (1) | | Annual Cash Retainer | $50,000 | $8,000 | $10,000 | $5,000 | | Annual Chair Retainer | $60,000 | $20,000 | $20,000 | $10,000 |

  27. Elements of Director Compensation

    | (1) Annual Committee Chair retainers are inclusive of the respective Committee cash retainers. For example, the Chair of the Audit Committee receives $20,000 in total for serving on the Audit Committee, not $30,000. |

  28. Elements of Director Compensation

    In 2025, each Director (other than Mr. Moschner and Mr. Willett) also received a grant of RSUs in consideration for serving on our Board. RSU grant amounts and vesting schedules are detailed in the “Director Compensation Table—2025” under the heading “Stock Awards.”

  29. Executive Summary

    | 3. | Aligning with Shareholders. We tie the majority of executive compensation to company and stock performance to instill a long-term ownership mentality consistent with our shareholders. |

  30. Executive Summary

    The primary components to executive compensation at Cognex are: (i) base salary; (ii) annual cash bonus; and (iii) equity awards. The Compensation Committee, which consists entirely of independent Directors, reviews and approves the compensation for our executive officers and drives our compensation philosophy. The committee views cash salary and bonuses as short-term compensation to provide competitive levels of base compensation and to reward our executive officers for meeting annual performance objectives. It views equity awards as an incentive to create shareholder value and improve corporate performance over the long term. The Compensation Committee believes that our equity award program is instrumental to our ability to recruit, retain and motivate our high caliber executives. With help from its independent compensation consultant, Pay Governance, LLC, the Compensation Committee has identified a compensation peer group with whom we compete for top executive talent. Given the company’s pay-for-performance philosophy, we strive to balance the components of executive compensation as follows:

  31. Executive Summary

    | Compensation Type | Target Percentile of Peer Group | Cognex Philosophy | | Base Salary | 15th – 25th | Cognex targets low base salaries, relative to peers, to strengthen our overall focus on performance-based compensation | | Annual Cash Bonus (at target) | 45th – 55th | Given that our annual bonus is reliant on the company’s adjusted EBITDA percentage, Cognex targets annual bonuses around the median of our peer group | | Equity Awards | 65th – 75th | Cognex views equity awards as the most significant component of executive compensation as we believe equity awards give executives a long-term ownership mentality consistent with our shareholders | | Total Compensation | 55th – 75th | We target above the median for total compensation given that the majority of executive compensation is contingent upon company and stock performance, and to aid in our competition for top talent |

  32. Executive Summary

    | • | Simplified the annual cash bonus plan for executives by replacing Cognex’s historic bonus scheme with a new bonus scheme based on three, objective financial targets, weighted approximately evenly, consistent with publicly disclosed metrics. Executives can earn between 0% and 200% of their target bonus depending on whether the company underachieves against the minimum thresholds (0%), hits the targets (100%), or overachieves against the maximum thresholds (up to 200%). No executive, including our CEO, can earn more than 200% of his or her target bonus; and |

  33. Executive Summary

    | • | Continued to reduce the relative number of stock options received by executive officers from ~33% of the executive’s equity award package to ~20% of the executive’s equity award package. |

  34. Executive Summary

    Stock Options While most of the equity awards granted to executives are deemed to be “time-based,” meaning the awards vest on certain dates rather than on the achievement of certain performance milestones, Cognex continues to grant stock options as a component of its equity awards as it believes stock options should not be considered strictly “time-based.” Upon vesting, these stock options have zero value to the executive unless value has been created for shareholders following the grant date (by virtue of stock price appreciation). Cognex continues to believe that executives who hold stock options are highly motivated to build shareholder value and improve corporate performance over the long term. The number of options held by our named executive officers is set forth under the heading “Outstanding Equity Awards at Fiscal Year-End—2025.”

  35. Compensation Program Highlights

    | • | Objective competitive market data of peer companies provided by Pay Governance (“Competitive Analysis”); |

  36. Compensation Program Highlights

    | • | The recommendations of our Chief Executive Officer with respect to the salary increases, bonuses and equity awards; |

  37. Compensation Program Highlights

    The Compensation Committee uses Competitive Analysis to assess our executives’ compensation against the compensation paid to executives in similar positions in our compensation peer group to help ensure that the compensation we pay is competitive and fair to our executives and to our shareholders. To supplement market benchmarking information sourced from the public filings of the peer group summarized below, our Compensation Committee also reviews competitive compensation data representative of our peer group and other similarly situated high-tech companies provided within Radford’s Global Technology survey suite. We generally target overall compensation opportunities for our executives just above the median of the market as an initial benchmark, as described under “Compensation Philosophy” above. While we use Competitive Analysis as a starting point, we also consider the qualitative, unique dimensions of an executive’s role and tenure when setting our executives’ compensation as we do not believe an external benchmark should be the only determinant of compensation. Total compensation for our named executive officers also includes other benefits that are available to Cognex employees generally. These include Perseverance Awards (which reward employee longevity, commitment and loyalty), company-paid basic group term life insurance and basic accidental death and dismemberment insurance, an employer match of eligible compensation that employees invest in their 401(k) accounts, and tuition reimbursement. Determinations with respect to compensation for a fiscal year are generally made in the first quarter following our Board’s approval of Cognex’s annual budget for that year, which typically occurs at the end of the previous year. What we do

  38. Compensation Program Highlights

    | • | Balance of Short and Long-Term Incentives. Incentive programs that combine annual and long-term measures to align near-term performance with sustainable growth |

  39. Compensation Program Highlights

    | • | Independent Compensation Consultant. Use of an external, independent adviser to benchmark pay practices |

  40. Compensation Program Highlights

    | • | No Excise Tax Gross-Ups. We do not provide tax reimbursements for change-in-control payments |

  41. Compensation Program Highlights

    | • | No Stock Option Repricing. Underwater stock options may not be repriced, exchanged, or reloaded without shareholder approval |

  42. Compensation Program Highlights

    | • | Evaluated the appropriateness of our peer group (listed below); |

  43. Compensation Program Highlights

    | • | Assessed our compensation practices and levels against those of our peer group; |

  44. Compensation Program Highlights

    | • | Analyzed our short- and long-term incentive plan designs to help ensure executives are not rewarded for taking excessive risk; |

  45. Compensation Program Highlights

    Annually, the Compensation Committee evaluates Pay Governance’s independence by considering the following six factors: (i) the provision of other services to the company by Pay Governance; (ii) the amount of fees received by Pay Governance from the company as a percentage of Pay Governance’s total revenue; (iii) Pay Governance’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the Pay Governance consultant with members of the Compensation Committee; (v) any company stock owned by the Pay Governance consultant managing the relationship with the company; and (vi) any business or personal relationship of the Pay Governance consultant or Pay Governance, as applicable, with any executive officer of the company. After considering these factors, the Compensation Committee determined that Pay Governance was independent and that its work with the Committee for 2025 has not raised any conflicts of interest. Competitive Analysis The compensation peer group used for the Competitive Analysis consists of 14 publicly traded U.S. companies, most of which are in the software and services or technology hardware and equipment industries, that have revenues and market capitalizations in a range the Compensation Committee believes is appropriate. The Compensation Committee, with the assistance of its independent compensation consultant, reviewed and updated the company’s compensation peer group to remove significantly larger peers and to add four companies of more comparable size. In conducting this review, the Compensation Committee also considered a watch list of potential peers including companies that list Cognex as a peer (“reverse peers”), and peer groups identified by third-parties to ensure relevance and comparability. The Compensation Committee plans to review the peer group annually to ensure that the companies in the peer group remain relevant and provide meaningful compensation comparisons. 2025 Peer Group

  46. Compensation Program Highlights

    Annual Company Bonuses The Compensation Committee views annual company bonuses as a way to reward employees for meeting individual and company performance objectives. The annual bonus program is designed to be variable. Cognex employees, including our named executive officers but excluding employees on a sales commission plan, are eligible to participate in this performance-based annual bonus program. The Compensation Committee approves the annual bonus program following our Board’s approval of Cognex’s annual budget. For 2025, there were three components to the annual company bonus program (the “Legacy Bonus Program”):

  47. Compensation Program Highlights

    | 1. | A target bonus amount based on, among other factors, Competitive Analysis and an individual’s seniority, past performance, experience, and potential; |

  48. Compensation Program Highlights

    | 3. | Individual performance goals, which determine what percentage of the total eligible bonus is actually earned by the individual. |

  49. Compensation Program Highlights

    The calculation is as follows: Target Bonus Amount x Achievement of Adjusted EBITDA Percentage x Individual Goal Achievement = Cash Bonus As noted, this 2025 bonus scheme is being replaced in 2026 for vice presidents and above with a new bonus scheme based on three publicly disclosed financial metrics. Target Amounts The Compensation Committee approves the target bonus amounts for each employee at the vice president level and above, including each named executive officer. For most executives, the target bonus amount (as a percentage of base salary) falls within 10% of the median of our compensation peer group. The following table sets forth the target bonus amounts for each of our named executive officers:

  50. Compensation Program Highlights

    | Name and Principal Position | 2024 Target Bonus | 2025 Target Bonus (1) | Percent Increase | | Matthew Moschner(2) President and Chief Executive Officer | N/A | $1,000,000 | N/A | | Dennis S. Fehr Senior Vice President and Chief Financial Officer | $350,000 | $365,000 | 4% | | Carl W. Gerst III Executive Vice President, Global Sales and Products | $325,000 | $337,000 | 4% | | Sheila M. DiPalma Chief Culture Officer and EVP Employee Services | $227,000 | $235,000 | 4% | | Joerg Kuechen Head of Corporate M&A | $225,000 | $200,000 | (11%) (3) | | Robert J. Willett(4) Former President and Chief Executive Officer | $1,200,000 | $1,250,000 | 4% |

  51. Compensation Program Highlights

    | (1) 2025 Target Bonuses did not become effective until April 1, 2025. |

  52. Compensation Program Highlights

    | (2) Mr. Moschner was appointed Chief Executive Officer of Cognex effective June 27, 2025, and in connection therewith, his target bonus was increased from $500,000 to $1,000,000. Mr. Moschner was not a named executive officer in 2024. |

  53. Compensation Program Highlights

    | (3) Mr. Kuechen’s target bonus decreased in 2025 to reflect Mr. Kuechen’s transition from the company’s Chief Technology Officer to its Head of Corporate M&A. |

  54. Compensation Program Highlights

    | (4) Mr. Willett served as Chief Executive Officer of Cognex until June 27, 2025 and continues to serve as an advisor to the CEO. Mr. Willett’s 2025 bonus was prorated to correlate to his transition date. Mr. Willett is no longer eligible to participate in the company’s bonus program. |

  55. Compensation Program Highlights

    Company-Wide Financial Target The financial target for 2025 was calculated in the same way as the company’s adjusted EBITDA percentage to provide consistency between our internal and external metrics. In prior years, we used the company’s operating margin as determined in accordance with generally accepted accounting principles (“GAAP”). The Compensation Committee determined that adjusted EBITDA percentage is an appropriate metric for our bonus program because the Compensation Committee believes that employee performance is integral to achieving desired levels of company profitability. Adjusted EBITDA percentage is calculated by dividing adjusted EBITDA (which is a non-GAAP financial measure calculated as GAAP operating income adjusted for amortization of acquisition-related intangible assets and depreciation, as well as, if applicable, restructuring charges, reorganization charges, acquisition and integration costs and one-time discrete events), by revenue. In the first quarter of 2025, the Compensation Committee, following the approval of the 2025 budget, set the target adjusted EBITDA percentage at 18.9%. The minimum adjusted EBITDA percentage was set at 65% of the target, or 12.3%. If Cognex’s actual adjusted EBITDA percentage falls below the minimum, no bonus is achieved for our executive officers. If the adjusted EBITDA percentage falls between the minimum and the target (e.g., between 12.3% and 18.9%), the maximum eligible bonus is calculated on a straight-line basis between 0% and 100%. “Pmax” If the adjusted EBITDA percentage is above the target (e.g., above 18.9% in 2025), executives are eligible to receive more than 100% of their target bonus based on employment level and up to a maximum percentage of such executives’ target bonus as approved by the Compensation Committee (“Pmax”). The Compensation Committee typically sets Pmax percentages at the beginning of each year following the approval of the annual budget. This additional bonus amount is funded by a portion of the incremental adjusted EBITDA above Cognex’s adjusted EBITDA target at an accelerated rate of funding as approved by the Compensation Committee. In other words, for each dollar above the adjusted EBITDA target, a portion goes to fund the additional bonus. Once the Pmax percentages are reached by employment level, the bonus is achieved at its maximum level and funding stops. Individual Goals The final component of Cognex’s Legacy Bonus Program is individual achievement. In the first quarter of each year, executives, with the CEO, set individual goals. CEO goals are typically approved by Anthony Sun, the company’s Board chair. Goals are specific to each individual and function, but often relate to and support Cognex’s company-wide strategic priorities. For named executive officers, 80% of individual goals are objective and only 20% are subjective. Examples of objective individual goals (80%) include revenue targets derived from new product introduction, on-time product releases and new technology development milestones. Individual goals are not disclosed publicly for competitive reasons. Examples of subjective goals (20%) include professional development milestones and contributions to Cognex culture. Our CEO assesses the subjective goals of our executive officers following each fiscal year, and our Board chair assesses the subjective goals of our CEO. 2025 Corporate Achievement For 2025, the actual adjusted EBITDA percentage was 21.5%, which was above our target of 18.9%. However, this percentage included a one-time benefit from the Commercial Partnership as defined above. Although revenue derived from the Commercial Partnership was recognized upfront pursuant to applicable accounting rules, actual payments are expected to be received over the duration of the partnership, resulting in unbilled revenue. Given this, our named executive officers believed it was unfair to fund their bonuses to the extent of this one-time benefit. Therefore, each named executive officer voluntarily forfeited his or her portion of the bonus attributed to this one-time benefit as set forth below. The Compensation Committee accepted the named executives’ decision. The components of bonus achievement for our named executive officers in 2025 were as follows:

  56. Compensation Program Highlights

    | Name and Principal Position | Target Bonus effective April 1, 2025 | Maximum Percentage of Target Bonus (“Pmax”) | 2025 Corporate Achievement (1) | 2025 Bonus Maximum | Individual Achievement Percentage | Amount Forfeited due to Commercial Partnership (2) | Actual 2025 Cash Bonus (3) | | Matthew Moschner President and Chief Executive Officer | $1,000,000 | 250% | 193% | $1,930,000 | 98.02% | $303,687 | $1,059,436(4) | | Dennis Fehr Senior Vice President and Chief Financial Officer | $365,000 | 225% | 193% | $704,450 | 100.00% | $155,395 | $542,075 | | Carl W. Gerst III Executive Vice President, Global Sales and Products | $337,000 | 250% | 193% | $650,410 | 97.59% | $140,199 | $489,067 | | Sheila M. DiPalma Chief Culture Officer and EVP Employee Services | $235,000 | 250% | 193% | $453,550 | 96.24% | $96,456 | $336,473 | | Joerg Kuechen Head of Corporate M&A | $200,000 | 200% | 193% | $386,000 | 92.00% | $84,463 | $294,639 | | Robert J. Willett(5) Former President and Chief Executive Officer | $1,200,000 | 250% | 193% | $2,316,000 | 95.30% | $244,857 | $854,153 |

  57. Compensation Program Highlights

    | (3) The cash bonus amounts have been adjusted to account for target bonus amount changes becoming effective on April 1, 2025 versus January 1, 2025, as well as for any role changes during the year. The actual blended target bonus amount for Mr. Moschner was $720,548; for Mr. Fehr was $361,384; for Mr. Gerst was $334,107; for Ms. DiPalma was $233,071; for Mr. Kuechen was $213,507; and for Mr. Willett was $597,534. |

  58. Compensation Program Highlights

    | (5) Mr. Willett served as Chief Executive Officer until June 27, 2025 and continues to serve as an advisor to the CEO. Mr. Willett’s prorated 2025 bonus target ($597,534) reflects the number of days he served as Chief Executive Officer in 2025. Mr. Willett received no additional bonus compensation for service as an advisor to the CEO. Mr. Willett’s prorated bonus target is multiplied by the 2025 corporate achievement, then further by Mr. Willett’s individual achievement percentage. Going forward, Mr. Willett is no longer eligible to participate in the company’s annual bonus program. |

  59. Compensation Program Highlights

    The 2025 annual bonuses for our named executive officers are also listed under the heading “Executive Compensation—Summary Compensation Table” and were paid in the first quarter of 2026. For executives to be eligible to receive their annual bonus, they must be employed on the date the bonus is actually paid. 2026 Bonus The Compensation Committee believes that the payment of an annual company bonus based upon the achievement of company goals is an appropriate way to reward our named executive officers for meeting performance objectives while also achieving desired levels of company profitability. For 2026, the Compensation Committee is replacing the Legacy Bonus Program with a new bonus program for (non-Sales) vice presidents and above (the “Executive Bonus Plan”), including our named executive officers. This new Executive Bonus Plan will tie the annual cash bonus solely to three financial metrics: (i) Revenue; (ii) Adjusted Operating Expense (which is a non-GAAP financial measure calculated as operating expense adjusted for amortization of acquisition-related intangible assets, as well as, if applicable, restructuring charges, reorganization charges, acquisition and integration costs and one-time discrete events); and (iii) Adjusted EBITDA Percentage. The portion of the executive’s bonus tied to each metric will be approximately equal. An executive can earn between 0% and 200% of his or her target bonus depending on the company’s performance relative to a minimum threshold, target (100%) and maximum threshold for each metric. For clarity, beginning in 2026, no executive will be able to earn more than 200% of his or her target bonus. Equity-Based Awards Cognex’s equity award program is intended to reward a meaningful portion of our eligible employees, which includes our named executive officers, for their efforts in building shareholder value and improving corporate performance over the long term. The Compensation Committee believes that granting stock options, restricted stock units (RSUs) and performance restricted stock units (PRSUs) is instrumental to our ability to recruit, retain and motivate our high caliber employees. The Compensation Committee approves the equity awards granted to our named executive officers on an individual basis. Each of our named executive officers participated in our annual equity award program, which was completed in the first quarter of 2025. Mr. Moschner received two additional equity awards in 2025 in connection with his promotion to President and Chief Operating Officer on February 20, 2025, and subsequent appointment to Chief Executive Officer on June 27, 2025. Grant amounts are determined based on, among other factors, Competitive Analysis, levels of responsibility and the desire to retain our most valuable employees. Vesting schedules and expiration dates relating to equity-based awards for our executives were consistent with the majority of grants made to our other employees. Share Dilution Each year, Cognex determines the equity-based awards to be granted to current employees by considering, among other factors, the impact of the awards on shareholder dilution. We have always been, and will continue to be, sensitive to shareholders’ concerns about the dilutive impact of new equity-based grants. In 2025, our equity-based awards consisted of only about 1.6% of our average outstanding shares. We have also reduced share dilution by repurchasing Cognex stock on the open market. As a result, the number of outstanding shares has decreased by about 3.9% from 2022 to 2025. On February 11, 2026, the Board authorized the repurchase of an additional $500,000,000 of Cognex’s common stock in compliance with applicable securities laws. We intend to continue to actively manage our use of shares to offset dilution over the long term. Equity Grant Practices Annual grants of equity awards to our named executive officers are approved by the Compensation Committee at a pre-scheduled meeting in the first quarter of the fiscal year, and new-hire, promotional or special recognition equity grants are generally made on a quarterly basis. Our general policy is to grant equity-based awards on certain fixed dates. If any such date falls within a designated quiet period, then the grants will instead be made on the first Monday following the completion of the quiet period. If Nasdaq is closed on the appropriate Monday as described above, then the grants will instead be made on the next day that Nasdaq is open for trading. The Compensation Committee retains the discretion to grant equity-based awards at such other times as it may otherwise deem appropriate. The exercise price for all stock options granted equals the closing price of our common stock on Nasdaq on the date of grant. During fiscal 2025, no executive officer received a grant of stock options during the period beginning four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information. Stock Options and Restricted Stock Units In 2025, as part of our annual equity award program each of our named executive officers was eligible to receive an annual grant of (i) stock options that generally vest over a period of five years of continuous employment (20% per year), (ii) RSUs that vest over a period of three years of continuous employment (20% in year one, 30% in year two, and 50% in year three), and (iii) PRSUs based on a target Adjusted EBITDA Margin Percentage over a three-year measurement period. These executives received equity awards in terms of total economic value (based on grant date fair value) whereby one-third of the economic value was represented by stock options, one-third of the economic value was represented by RSUs, and one-third of the economic value was represented by PRSUs. For example, if an executive received an annual equity award worth $1,500,000 on the grant date, such award would consist of stock options with a grant date fair value of ~$500,000, RSUs with a grant date fair value of ~$500,000, and PRSUs with a grant date fair value of ~$500,000. In addition to participating in Cognex’s annual equity award program, Mr. Moschner received a one-time option award in connection with his promotion to President and Chief Operating Officer, and a one-time option award in connection to his appointment to Chief Executive Officer. Although the company is awarding fewer stock options than in years past, Cognex continues to grant more stock options than many of its peers. The Compensation Committee continues to utilize stock options because, upon vesting, stock options have zero value to the executive unless value has been created for shareholders following the grant date (by virtue of stock price appreciation). Cognex continues to believe that executives who hold a significant number of stock options are highly motivated to build shareholder value and improve corporate performance over the long term. We believe that this equity compensation model has allowed us to recruit, retain and motivate our senior employees. That being said, the Compensation Committee acknowledges that market volatility is not always dispositive of actual operating performance and, therefore, continues to decrease the number of stock options executive officers receive relative to the officer’s total equity-based award. Performance Restricted Stock Units (“PRSUs”)

  60. Summary Compensation Table—2025

    Summary Compensation Table—2025 The following table sets forth the total compensation awarded to, earned by or paid to our named executive officers in fiscal year 2025, as well as fiscal years 2024 and 2023, to the extent applicable.

  61. Summary Compensation Table—2025

    | Name and Principal Position | Year | Salary (1) ($) | Stock Awards (2)(6) ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation (1) ($) | All Other Compensation (3) ($) | Total Compensation ($) | | Matthew Moschner(4) | 2025 | $528,846 | $1,670,040 | $4,829,911(5) | $1,059,436 | $11,136 | $8,099,369 | | President and | | | | | | | | | Chief Executive Officer | | | | | | | | | Dennis S. Fehr(7) | 2025 | $428,019 | $1,670,040 | $830,281 | $542,075 | $11,450 | $3,481,865 | | Senior Vice President and | 2024 | $290,500 | $800,019 | $1,700,018 | $246,603(8) | $7,686 | $3,044,826 | | Chief Financial Officer | | | | | | | | | Carl W. Gerst III | 2025 | $377,827 | $1,835,042 | $915,308 | $489,067 | $37,924(9) | $3,655,168 | | Executive Vice President | 2024 | $366,269 | $900,021 | $1,850,012 | $190,277 | $12,924 | $3,319,503 | | Global Sales & Products | 2023 | $352,692 | $819,444 | $1,669,448 | $16,638 | $12,174 | $2,870,396 | | Sheila M. DiPalma | 2025 | $347,712 | $1,000,055 | $500,173 | $336,473 | $8,640 | $2,193,053 | | Chief Culture Officer and | 2024 | $336,039 | $500,020 | $1,000,013 | $141,172 | $8,050 | $1,985,294 | | EVP Employee Services | 2023 | $323,000 | $493,615 | $999,671 | $15,367 | $7,529 | $1,839,182 | | Joerg Kuechen | 2025 | $335,077 | $1,335,047 | $665,221 | $294,639 | $9,551 | $2,639,535 | | Head of Corporate M&A | 2024 | $330,177 | $700,021 | $1,300,013 | $142,613 | $33,889(10) | $2,506,713 | | | 2023 | $310,154 | $592,375 | $1,199,603 | $15,717 | $8,042 | $2,125,891 | | Robert J. Willett(11) | 2025 | $369,492 | $4,670,039 | $2,330,777 | $854,153 | $11,836 | $8,236,297 | | Former President and | 2024 | $681,200 | $2,150,015 | $4,350,009 | $703,343 | $26,256(12) | $7,910,823 | | Chief Executive Officer | 2023 | $676,000 | $2,065,040 | $4,133,598 | $73,833 | $11,443 | $6,959,914 |

  62. Summary Compensation Table—2025

    | (1) Salary and bonus amounts are presented in the year earned. The payment of such amounts may have occurred in other years (i.e., 2026). Beginning in 2025, updated target bonuses did not become effective until April 1, 2025. Therefore, a portion of the annual cash bonus actually paid is based off of 2024 target bonuses, not 2025 target bonuses. |

  63. Summary Compensation Table—2025

    | (2) Amounts listed represent the grant date fair value of option awards, RSUs, and PRSUs as applicable. The methodology and assumptions used to calculate the grant date fair value are described in “Note 16, Stock-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Cognex recognizes the grant date fair value of options and RSUs as an expense for financial reporting purposes over the service-based vesting period. No equity award grants to a named executive officer were forfeited in 2023, 2024 or 2025. |

  64. Summary Compensation Table—2025

    | (3) Amounts listed in the column include group term life insurance premiums and a 401(k) employer match, which all employees are eligible to receive. |

  65. Summary Compensation Table—2025

    | (4) Mr. Moschner was appointed President and Chief Executive Officer of Cognex effective June 27, 2025, following his February 20, 2025 promotion from Senior Vice President to President and Chief Operating Officer. Mr. Moschner was not a named an executive officer in 2024 or 2023. |

  66. Summary Compensation Table—2025

    | (5) In addition to participating in Cognex’s annual equity award program, Mr. Moschner received a one-time option award valued at $999,627 in connection with his promotion to President and Chief Operating Officer, and a one-time option award valued at $3,000,003 in connection to his appointment to Chief Executive Officer. |

  67. Summary Compensation Table—2025

    | (6) The amount reported in the table attributed to PRSU awards is the grant date fair value of PRSU awards, assuming probable achievement. |

  68. Summary Compensation Table—2025

    | (7) Mr. Fehr became Senior Vice President of Finance and Chief Financial Officer of Cognex on May 3, 2024. |

  69. Summary Compensation Table—2025

    | (8) As part of Mr. Fehr’s compensation arrangement, Mr. Fehr was guaranteed a minimum bonus of $170,000 for 2024, which was paid to Mr. Fehr within 30 days of Mr. Fehr’s start date with the company. The remaining “at-risk” portion of Mr. Fehr’s bonus target ($180,000) was prorated from Mr. Fehr’s start date, multiplied by the 2024 corporate achievement (64%), then further multiplied by Mr. Fehr’s individual achievement percentage (96.37%), resulting in the additional $76,603. |

  70. Summary Compensation Table—2025

    | (9) Includes a one-time cash payment of $25,000 for travel, lodging and entertainment for Mr. Gerst’s Perseverance Award, which all Cognex employees are eligible to receive based on years of service with the company. |

  71. Summary Compensation Table—2025

    | (10) Includes a one-time cash payment of $25,000 for travel, lodging and entertainment for Mr. Kuechen’s Perseverance Award, which all Cognex employees are eligible to receive based on years of service with the company. |

  72. Summary Compensation Table—2025

    | (11) Mr. Willett served as Chief Executive Officer of Cognex until June 27, 2025, and continues to serve as an advisor to the CEO earning an annual base salary of $60,000. |

  73. Summary Compensation Table—2025

    | (12) Includes a one-time cash payment of $15,000 for travel, lodging and entertainment for Mr. Willett’s Perseverance Award, which all Cognex employees are eligible to receive based on years of service with the company. |

  74. Grants of Plan-Based Awards Table—2025

    Grants of Plan-Based Awards Table—2025 The following table sets forth information regarding non-equity incentive plans and equity award grants to our named executive officers in fiscal year 2025.

  75. Grants of Plan-Based Awards Table—2025

    | | | Estimated Future 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (3) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Matthew Moschner | — | $0 | $1,000,000 | $2,500,000 | — | — | — | — | — | — | — | | | 2/18/2025 | — | — | — | — | — | — | 25,424 | — | — | $840,009 | | | 2/18/2025 | — | — | — | — | 25,122 | 30,146 | — | — | — | $830,031 | | | 2/18/2025 | — | — | — | — | — | — | — | 68,823 | $33.04 | $830,281 | | | 2/21/2025 | — | — | — | — | — | — | — | 76,924 | $32.78 | $999,627 | | | 5/5/2025 | — | — | — | — | — | — | — | 279,070 | $27.99 | $3,000,003 | | Dennis S. Fehr | — | $0 | $365,000 | $821,250 | — | — | — | — | — | — | — | | | 2/18/2025 | — | — | — | — | — | — | 25,424 | — | — | $840,009 | | | 2/18/2025 | — | — | — | — | 25,122 | 30,146 | — | — | — | $830,031 | | | 2/18/2025 | — | — | — | — | — | — | — | 68,823 | $33.04 | $830,281 | | Carl W. Gerst III | — | — | $337,000 | $842,500 | — | — | — | — | — | — | — | | | 2/18/2025 | — | — | — | — | — | — | 27,846 | — | — | $920,032 | | | 2/18/2025 | — | — | — | — | 27,694 | 33,233 | — | — | — | $915,010 | | | 2/18/2025 | — | — | — | — | — | — | — | 75,871 | $33.04 | $915,308 | | Sheila M. DiPalma | — | $0 | $235,000 | $587,500 | — | — | — | — | — | — | — | | | 2/18/2025 | — | — | — | — | — | — | 15,134 | — | — | $500,027 | | | 2/18/2025 | — | — | — | — | 15,134 | 18,161 | — | — | — | $500,027 | | | 2/18/2025 | — | — | — | — | — | — | — | 41,460 | $33.04 | $500,173 | | Joerg Kuechen | — | $0 | $200,000 | $500,000 | — | — | — | — | — | — | — | | | 2/18/2025 | — | — | — | — | — | — | 20,279 | — | — | $670,018 | | | 2/18/2025 | — | — | — | — | 20,128 | 24,154 | — | — | — | $665,029 | | | 2/18/2025 | — | — | — | — | — | — | — | 55,141 | $33.04 | $665,221 | | Robert J. Willett | — | $0 | $1,200,000 | $3,000,000 | — | — | — | — | — | — | — | | | 2/18/2025 | — | — | — | — | — | — | 70,824 | — | — | $2,340,025 | | | 2/18/2025 | — | — | — | — | 70,521 | 84,625 | — | — | — | $2,330,014 | | | 2/18/2025 | — | — | — | — | — | — | — | 193,201 | $33.04 | $2,330,777 |

  76. Grants of Plan-Based Awards Table—2025

    | (1) The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts, respectively, that are payable under Cognex’s annual company bonus program as described under the heading “Compensation Discussion and Analysis.” The actual payout with respect to 2025 for each named executive officer is shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” As noted above, these target and maximum amounts were not in effect until April 1, 2025 (and in the case of Mr. Moschner, upon his promotion to CEO effective June 27, 2025). |

  77. Grants of Plan-Based Awards Table—2025

    | (2) The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum vesting amounts, respectively, of the PRSUs as described under the heading “Compensation Discussion and Analysis.” |

  78. Grants of Plan-Based Awards Table—2025

    | (3) Amounts listed in this column represent the grant date fair value of option awards, RSUs and PRSUs, as applicable. The methodology and assumptions used to calculate the grant date fair value are described in “Note 16, Stock-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Cognex recognizes the |

  79. Grants of Plan-Based Awards Table—2025

    | grant date fair value of options and RSUs as an expense for financial reporting purposes over the service-based vesting period. The grant date fair value of PRSUs is calculated using a Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant. |

  80. Discussion of Summary Compensation and Grants of Plan-Based Awards Tables

    Discussion of Summary Compensation and Grants of Plan-Based Awards Tables Compensation to our named executive officers consists primarily of salary, bonus and equity-based awards as well as other benefits which are also available to Cognex employees generally. These benefits include company-paid basic group term life insurance, basic accidental death and dismemberment insurance, an employer match of eligible compensation that employees invest in their 401(k) accounts, tuition reimbursement, and benefits consistent with our “Work Hard, Play Hard, Move Fast” culture such as Perseverance Awards, which reward employee longevity, commitment, and loyalty. Cognex’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and Grants of Plan-Based Awards Table was paid or awarded, are described under the heading “Compensation Discussion and Analysis.”

  81. Option Exercises and Stock Vested Table—2025

    Option Exercises and Stock Vested Table—2025 The following table sets forth the amounts realized in fiscal year 2025 by our named executive officers as a result of option exercises or vesting of RSUs.

  82. Option Exercises and Stock Vested Table—2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Matthew Moschner | — | $— | 8,362 | $454,023 | | Dennis S. Fehr | — | $— | 2,541 | $100,105 | | Carl W. Gerst III | — | $— | 11,369 | $537,209 | | Sheila M. DiPalma | — | $— | 6,582 | $316,031 | | Joerg Kuechen | — | $— | 7,991 | $382,187 | | Robert J. Willett | 6,704 | $74,523(2) | — | $— |

  83. Option Exercises and Stock Vested Table—2025

    | (1) The value realized on vesting represents the closing market price of our common stock on Nasdaq on the vesting date of the RSUs, multiplied by the number of shares vesting. |

  84. Option Exercises and Stock Vested Table—2025

    | (2) Mr. Willett executed a same day sale, exercising 6,704 stock options resulting in a gain of $74,523 pursuant to a trading plan adopted by Mr. Willett in accordance with Rule 10b5-1 under the Exchange Act. |

  85. Outstanding Equity Awards at Fiscal Year-End—2025

    Outstanding Equity Awards at Fiscal Year-End—2025 The following table sets forth the number of RSUs and options to purchase shares of our common stock held by our named executive officers on December 31, 2025.

  86. Outstanding Equity Awards at Fiscal Year-End—2025

    | | Option Awards | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of RSUs That Have Not Vested (#) | Market Value of Shares Underlying Restricted Stock Units That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Restricted Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Restricted Stock Units That Have Not Vested (2) ($) | Footnote | | Matthew Moschner | 1,600 | — | $56.44 | 2/20/2028 | — | $— | — | $— | | | | 7,000 | — | $42.84 | 10/31/2028 | — | $— | — | $— | | | | 4,000 | — | $40.71 | 11/19/2028 | — | $— | — | $— | | | | 4,000 | — | $51.49 | 2/19/2029 | — | $— | — | $— | | | | 9,000 | — | $51.97 | 10/30/2029 | — | $— | — | $— | | | | 4,213 | 4,213 | $86.38 | 8/9/2031 | — | $— | — | $— | 3 | | | — | 35,639 | $47.95 | 8/4/2032 | — | $— | — | $— | 4 | | | 15,134 | 22,698 | $47.21 | 2/21/2033 | — | $— | — | $— | 5 | | | — | 47,962 | $50.01 | 8/7/2033 | — | $— | — | $— | 6 | | | 11,652 | 46,608 | $39.44 | 2/20/2034 | — | $— | — | $— | 7 | | | — | 68,823 | $33.04 | 2/18/2035 | — | $— | — | $— | 8 | | | — | 76,924 | $32.78 | 2/21/2035 | — | $— | — | $— | 9 | | | — | 279,070 | $27.99 | 5/5/2035 | — | $— | — | $— | 10 | | | — | — | $— | — | 3,495 | $125,750 | — | $— | 11 | | | — | — | $— | — | 4,999 | $179,864 | — | $— | 12 | | | — | — | $— | — | 8,113 | $291,906 | — | $— | 13 | | | — | — | $— | — | 25,424 | $914,756 | — | $— | 14 | | | — | — | $— | — | — | $— | 25,122 | $903,890.00 | 15 | | Dennis Fehr | — | 92,092 | $44.49 | 5/6/2034 | — | $— | — | $— | 16 | | | — | 68,823 | $33.04 | 2/18/2035 | — | $— | — | $— | 8 | | | — | — | $— | — | 14,385 | $517,572 | — | $— | 17 | | | — | — | $— | — | 25,424 | $914,756 | — | $— | 14 | | | — | — | $— | — | — | $— | 25,122 | $903,890.00 | 15 | | Carl W. Gerst III | 20,000 | — | $56.44 | 2/20/2028 | — | $— | — | $— | | | | 60,000 | — | $51.49 | 2/19/2029 | — | $— | — | $— | | | | 80,000 | — | $50.94 | 2/18/2030 | — | $— | — | $— | | | | 100,000 | — | $65.90 | 10/30/2030 | — | $— | — | $— | | | | 44,832 | 29,888 | $64.43 | 2/22/2032 | — | $— | — | $— | 19 | | | 37,720 | 56,578 | $47.21 | 2/21/2033 | — | $— | — | $— | 5 | | | 25,360 | 101,440 | $39.44 | 2/20/2034 | — | $— | — | $— | 7 | | | — | 75,871 | $33.04 | 2/18/2035 | — | $— | — | $— | 8 | | | — | — | $— | — | 8,791 | $316,300 | — | $— | 11 | | | — | — | $— | — | 18,256 | $656,851 | — | $— | 13 | | | — | — | $— | — | 27,846 | $1,001,899 | — | $— | 14 | | | — | — | $— | — | — | $— | 27,694 | $996,430.00 | 15 |

  87. Outstanding Equity Awards at Fiscal Year-End—2025

    | | Option Awards | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of RSUs That Have Not Vested (#) | Market Value of Shares Underlying Restricted Stock Units That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Restricted Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Restricted Stock Units That Have Not Vested (2) ($) | Footnote | | Sheila M. DiPalma | 12,500 | — | $38.39 | 2/21/2027 | — | $— | — | $— | | | | 64,000 | — | $62.48 | 11/1/2027 | — | $— | — | $— | | | | 64,000 | — | $51.49 | 2/19/2029 | — | $— | — | $— | | | | 80,000 | — | $50.94 | 2/18/2030 | — | $— | — | $— | | | | 100,000 | — | $65.90 | 10/30/2030 | — | $— | — | $— | | | | 26,895 | 17,928 | $64.43 | 2/22/2032 | — | $— | — | $— | 19 | | | 22,587 | 33,879 | $47.21 | 2/21/2033 | — | $— | — | $— | 5 | | | 13,709 | 54,832 | $39.44 | 2/20/2034 | — | $— | — | $— | 7 | | | — | 41,460 | $33.04 | 2/18/2035 | — | $— | — | $— | 8 | | | — | — | $— | — | 5,295 | $190,514 | — | $— | 11 | | | — | — | $— | — | 10,142 | $364,909 | — | $— | 13 | | | — | — | $— | — | 15,134 | $544,521 | — | $— | 14 | | | — | — | $— | — | — | $— | 15,134 | $544,521 | 15 | | Joerg Kuechen | 12,500 | — | $38.39 | 2/21/2027 | — | $— | — | $— | | | | 30,000 | — | $56.44 | 2/20/2028 | — | $— | — | $— | | | | 45,000 | — | $51.49 | 2/19/2029 | — | $— | — | $— | | | | 80,000 | — | $50.94 | 2/18/2030 | — | $— | — | $— | | | | 23,589 | 5,897 | $90.50 | 2/16/2031 | — | $— | — | $— | 18 | | | 29,718 | 19,812 | $64.43 | 2/22/2032 | — | $— | — | $— | 19 | | | — | 39,894 | $47.95 | 8/4/2032 | — | $— | — | $— | 4 | | | 27,104 | 40,655 | $47.21 | 2/21/2033 | — | $— | — | $— | 5 | | | 17,821 | 71,282 | $39.44 | 2/20/2034 | — | $— | — | $— | 7 | | | — | 55,141 | $33.04 | 2/18/2035 | — | $— | — | $— | 8 | | | — | — | $— | — | 6,355 | $228,653 | — | $— | 11 | | | — | — | $— | — | 14,199 | $510,880 | — | $— | 13 | | | — | — | $— | — | 20,279 | $729,638 | — | $— | 14 | | | — | — | $— | — | — | $— | 20,128 | $724,205 | 15 | | Robert J. Willett(22) | 173,296 | — | $38.39 | 2/21/2027 | — | $— | — | $— | | | | 90,000 | — | $56.44 | 2/20/2028 | — | $— | — | $— | | | | 180,000 | — | $51.49 | 2/19/2029 | — | $— | — | $— | | | | 180,000 | — | $50.94 | 2/18/2030 | — | $— | — | $— | | | | 98,817 | 24,704 | $90.50 | 2/16/2031 | — | $— | — | $— | 18 | | | 111,153 | 74,101 | $64.43 | 2/22/2032 | — | $— | — | $— | 19 | | | 93,394 | 140,090 | $47.21 | 2/21/2033 | — | $— | — | $— | 5 | | | 59,630 | 238,520 | $39.44 | 2/20/2034 | — | $— | — | $— | 7 | | | — | 193,201 | $33.04 | 2/18/2035 | — | $— | — | $— | 8 | | | — | — | $— | — | 70,824 | $2,548,248 | — | $— | 14 | | | — | — | $— | — | — | $— | 46,033 | $1,656,267 | 20 | | | — | — | $— | — | — | $— | 55,058 | $1,980,987 | 21 | | | — | — | $— | — | — | $— | 70,521 | $2,537,346 | 15 |

  88. Outstanding Equity Awards at Fiscal Year-End—2025

    | (1) Market values of RSUs in this column are determined by multiplying the number of RSUs that have not vested by $35.98, the closing price of Cognex’s common stock on December 31, 2025, the last trading day of the year. |

  89. Outstanding Equity Awards at Fiscal Year-End—2025

    | (2) Market value of PRSUs in this column are determined by multiplying the target number of PRSUs by $35.98, the closing price of Cognex’s common stock on December 31, 2025, the last trading day of the year. |

  90. Outstanding Equity Awards at Fiscal Year-End—2025

    | (3) Options become exercisable in two equal annual installments beginning on August 9, 2025. |

  91. Outstanding Equity Awards at Fiscal Year-End—2025

    | (4) Options become exercisable in two equal annual installments beginning on August 4, 2026. |

  92. Outstanding Equity Awards at Fiscal Year-End—2025

    | (5) Options become exercisable in five approximately equal annual installments beginning on February 21, 2024. |

  93. Outstanding Equity Awards at Fiscal Year-End—2025

    | (6) Options become exercisable in two equal annual installments beginning on August 7, 2027. |

  94. Outstanding Equity Awards at Fiscal Year-End—2025

    | (7) Options become exercisable in five approximately equal annual installments beginning on February 20, 2025. |

  95. Outstanding Equity Awards at Fiscal Year-End—2025

    | (8) Options become exercisable in five approximately equal annual installments beginning on February 18, 2026. |

  96. Outstanding Equity Awards at Fiscal Year-End—2025

    | (9) Options become exercisable in two equal annual installments beginning on February 21, 2029. |

  97. Outstanding Equity Awards at Fiscal Year-End—2025

    | (10) Options become exercisable in two equal annual installments beginning on May 5, 2029. |

  98. Outstanding Equity Awards at Fiscal Year-End—2025

    | (11) RSUs vest in annual installments of approximately 20%, 30%, and 50% beginning on February 21, 2024. |

  99. Outstanding Equity Awards at Fiscal Year-End—2025

    | (12) RSUs vest in annual installments of approximately 20%, 30%, and 50% beginning on August 7, 2024. |

  100. Outstanding Equity Awards at Fiscal Year-End—2025

    | (13) RSUs vest in annual installments of approximately 20%, 30%, and 50% beginning on February 20, 2025. |

  101. Outstanding Equity Awards at Fiscal Year-End—2025

    | (14) RSUs vest in annual installments of approximately 20%, 30%, and 50% beginning on February 18, 2026. |

  102. Outstanding Equity Awards at Fiscal Year-End—2025

    | (15) PRSUs vest on February 18, 2028 based on the average adjusted EBITDA percentage for 2025, 2026 and 2027 as publicly disclosed by Cognex (“3-Year EBITDA”). Vesting thresholds are: (i) if the 3-Year EBITDA is 20.7% or greater, then 120% of the target PRSUs vest into Cognex shares; (ii) if the 3-Year EBITDA is between 18.9% and 20.7%, then between 100% and 120% of the target PRSUs vest into Cognex shares (straight-line calculation); (iii) if the 3-Year EBITDA is 18.9%, then 100% of the target PRSUs vest into Cognex shares; (iv) if the 3-Year EBITDA is between 17.1% and 18.9%, then between 0% and 100% of the target PRSUs vest into Cognex shares (straight line calculation); and (v) if the 3-Year EBITDA is 17.1% or below, then 0% of the target PRSUs vest into Cognex shares. |

  103. Outstanding Equity Awards at Fiscal Year-End—2025

    | (16) Options become exercisable in two equal annual installments beginning on May 6, 2028. |

  104. Outstanding Equity Awards at Fiscal Year-End—2025

    | (17) RSUs vest in annual installments of approximately 20%, 30%, and 50% beginning on May 6, 2025. |

  105. Outstanding Equity Awards at Fiscal Year-End—2025

    | (18) Options become exercisable in five approximately equal annual installments beginning on February 16, 2022. |

  106. Outstanding Equity Awards at Fiscal Year-End—2025

    | (19) Options become exercisable in five approximately equal annual installments beginning on February 22, 2023. |

  107. Outstanding Equity Awards at Fiscal Year-End—2025

    | (20) PRSUs vest on February 21, 2026 based on the percentile rank of the company’s TSR against the PRSU Index TSR over a three-year measurement period. The number of PRSUs earned for the measurement period is calculated as follows: (i) if the company’s TSR is below the 25th percentile of the PRSU Index TSR, none of the PRSUs will vest; (ii) if the company’s TSR is at the 25th percentile of the PRSU Index TSR, 50% of the target PRSU shares will vest; (iii) if the company’s TSR is at the 55th percentile of the PRSU Index TSR, 100% of the target PRSU shares will vest; (iv) if the company’s TSR is at or above the 75th percentile of the PRSU Index TSR, 150% of the target PRSU shares will vest; and (v) if the company’s TSR ranks between a designated performance percentile, the performance multiplier will be determined using linear interpolation. If the company’s TSR is a negative percentage, regardless of the percentile achieved, the performance multiplier will be a maximum of 100%. The vesting of the PRSUs in all cases is subject to Mr. Willett’s continued service on the Board of Directors, which ended on March 2, 2026. |

  108. Outstanding Equity Awards at Fiscal Year-End—2025

    | (21) PRSUs vest on February 20, 2027 based on the percentile rank of the company’s TSR against the PRSU Index TSR over a three-year measurement period. The number of PRSUs earned for the measurement period is calculated as follows: (i) if the company’s TSR is below the 25th percentile of the PRSU Index TSR, none of the PRSUs will vest; (ii) if the company’s TSR is at the 25th percentile of the PRSU Index TSR, 50% of the target PRSU shares will vest; (iii) if the company’s TSR is at the 55th percentile of the PRSU Index TSR, 100% of the target PRSU shares will vest; (iv) if the company’s TSR is at or above the 75th percentile of the PRSU Index TSR, 150% of the target PRSU shares will vest; and (v) if the company’s TSR ranks between a designated performance percentile, the performance multiplier will be determined using linear interpolation. If the company’s TSR is a negative percentage, regardless of the percentile achieved, the performance multiplier will be a maximum of 100%. The vesting of the PRSUs in all cases is subject to Mr. Willett’s continued service on the Board of Directors, which ended on March 2, 2026. |

  109. Outstanding Equity Awards at Fiscal Year-End—2025

    | (22) Although this table is accurate as of December 31, 2025, Mr. Willett agreed to forfeit all unvested equity awards outstanding as of the date he retired from his position as a Director, which was March 2, 2026. As of the date of this proxy statement, Mr. Willett has no unvested equity awards. |

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Change of control transactions typically represent events where our shareholders are realizing the value of their equity interests in the company. We believe it is appropriate for our named executive officers to share in this realization of shareholder value. Mr. Willett is not included in the table below because as part of Mr. Willett’s transition agreement, Mr. Willett agreed to forfeit any unvested equity awards outstanding as of the date he retired from his position as a Director, which was March 2, 2026. Mr. Willett has no unvested equity awards and, therefore, nothing to accelerate upon a change of control. 2025 PRSU agreements entered into by Mr. Moschner, Mr. Fehr, Ms. DiPalma, Mr. Gerst, and Mr Kuechen provide that upon a “change of control” of Cognex (which is defined as a corporate transaction in which the holders of Cognex common stock before the transaction control less than 51% of the stock of Cognex or any successor corporation after the transaction), the number of PRSUs earned would be determined by multiplying the target award by the performance multiplier applicable to the “Change in Control Performance Measurement Period,” which means the period ending as of the last December 31st preceding the change of control. The performance multiplier will be based on the Average Adjusted EBITDA Percentage for all applicable years within that period. For example, if a change in control occurs in the first quarter of 2027, the Average Adjusted EBITDA Percentage will be calculated by adding the Adjusted EBITDA Percentage for 2025 and 2026 and dividing the total by two. The earned award (i.e., the target award multiplied by the applicable performance multiplier) will vest as of the date of the change in control. In providing for the immediate vesting of these PRSU awards, the Compensation Committee noted that, given these executives’ roles within Cognex, it was unlikely that their employment with Cognex would continue following a change of control transaction. As of December 31, 2025, all stock option and (time-based) RSU agreements entered into by Mr. Moschner in February 2025, and May 2025, as well as all stock option and (time-based) RSU agreements entered into by Mr. Fehr, and the February 2022, February 2023, February 2024, and February 2025 option and RSU agreements entered into by Ms. DiPalma and Mr. Gerst, the August 2022 option agreement and the February 2023, February 2024, and February 2025 option and RSU agreements entered into by Mr. Kuechen are subject to immediate vesting if there is both a “change of control” of Cognex, and the respective executive officer’s employment is involuntarily terminated within twelve months following such transaction (a “Double Trigger”). One’s employment will be considered to be involuntarily terminated if Cognex terminates one’s employment without “cause” or the executive resigns his or her employment for “good reason.” “Cause” means the willful and continued failure to perform substantially his or her duties with Cognex (other than any failure resulting from incapacity due to physical or mental illness), or his or her willful engagement in illegal conduct or gross misconduct which is materially injurious to Cognex. “Good reason” means a material diminution in his or her duties or responsibilities (excluding for this purpose any diminution related solely to Cognex ceasing to be a public reporting company), or the requirement to be based at any office or location that is more than 50 miles from his or her current office. The following table indicates the amount of unvested options and restricted stock units held by each current named executive officer that would become fully vested assuming a change of control of Cognex occurred on December 31, 2025, and, with respect to the options and time-based RSUs granted with a Double Trigger, the termination of the executive’s employment occurred in the circumstances described above on December 31, 2025. These amounts are estimates only and do not necessarily reflect the actual number of shares that would vest or their value, which would only be known at the time the individual becomes entitled to the accelerated vesting of his or her options and RSUs.

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Name | Number of RSUs That Would Have Accelerated Vesting (#) | Value of RSUs That Would Have Accelerated Vesting (1) ($) | Number of PRSUs That Would Have Accelerated Vesting (2) (#) | Value of PRSUs That Would Have Accelerated Vesting (3) ($) | Number of Option Shares That Would Have Accelerated Vesting (#) | Value of Option Shares That Would Have Accelerated Vesting (4) ($) | | Matthew Moschner | 25,424 | $914,756 | 30,146 | $1,084,667 | 424,817 | $2,678,266 | | Dennis S. Fehr | 39,809 | $1,432,328 | 30,146 | $1,084,667 | 160,915 | $202,340 | | Carl W. Gerst III | 54,893 | $1,975,050 | 33,233 | $1,195,716 | 263,777 | $223,061 | | Sheila M. DiPalma | 30,571 | $1,099,945 | 18,161 | $653,426 | 148,099 | $121,892 | | Joerg Kuechen | 40,833 | $1,469,171 | 24,154 | $869,047 | 206,972 | $162,115 |

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (1) Amount shown in this column is based on multiplying the number of time-based RSUs that would have accelerated vesting assuming the Double Trigger conditions were met as of December 31, 2025 including RSUs granted to Mr. Moschner in February 2025, RSUs granted to Mr. Fehr, RSUs granted to Mr. Gerst and Ms. DiPalma in February 2023, February 2024, and February 2025 and RSUs granted to Mr. Kuechen in February 2023, February 2024, and February 2025 by $35.98, the closing price of our common stock on Nasdaq on December 31, 2025, the last trading day of the year. |

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (2) PRSUs shown in this column granted per the 2025 PRSU agreements reflect the target number of PRSUs multiplied by the performance multiplier determined for the change in control performance measurement period (i.e., calendar year 2025) based on the Average Adjusted EBITDA Percentage for all applicable years in the change in control performance measurement period (i.e., calendar year 2025). Such performance multiplier was 120% as of December 31, 2025. |

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (3) Amount shown in this column is based on multiplying the number of PRSUs that would have accelerated vesting upon a “change of control” event as of December 31, 2025 including PRSUs granted to Mr. Moschner, Mr. Fehr, Mr. Gerst, Ms. DiPalma and Mr. Kuechen in February 2025 by $35.98, the closing price of our common stock on Nasdaq on December 31, 2025, the last trading day of the year. |

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (4) Amounts shown in this column are based on multiplying (i) with respect to all option awards granted to Mr. Moschner in February 2025, and May 2025, (ii) all option awards granted to Mr. Fehr, and (iii) with respect to the option awards granted to Mr. Gerst and Ms. DiPalma in February 2022, February 2023, February 2024, and February 2025 and the option awards granted to Mr. Kuechen in August 2022, February 2023, February 2024, and February 2025 the number of options that would have accelerated vesting assuming a change of control of Cognex occurred on December 31, 2025 and the executive’s employment was terminated in the circumstances described above on December 31, 2025, by the positive difference, if any, between $35.98, the closing price of our common stock on Nasdaq on December 31, 2025, the last trading day of the year, and the exercise prices for such option shares. As of December 31, 2025, all unvested options held by the named executive officers had an exercise price in excess of $35.98. |

  116. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annualized total compensation of Matthew Moschner, our Chief Executive Officer as of October 2, 2025. For 2025, our last completed fiscal year:

  117. CEO PAY RATIO

    | • | The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was approximately $81,596; and |

  118. CEO PAY RATIO

    | • | The annualized total compensation of our Chief Executive Officer, as described in the Compensation Discussion and Analysis included elsewhere in this proxy statement, was $8,581,387. |

  119. CEO PAY RATIO

    Based on this information, for 2025, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was approximately 105 to 1. We believe our CEO Pay Ratio for 2025 demonstrates our pay-for-performance philosophy. Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short- and long-term corporate performance. The ratio of our CEO’s salary to the salary of our median employee was approximately 12 to 1, which is significantly lower than the total compensation ratio above, because the fixed portion of our CEO’s compensation is positioned near the 25th percentile of the company’s peer group. Given our CEO’s level of responsibility, experience and potential, the Compensation Committee awards him a mix of compensation with a higher variable component (i.e., annual bonus, PRSU awards and stock option awards) that is based upon individual, company and stock price performance. As a result, a substantial percentage of our CEO’s total compensation is at risk every year, providing him with greater incentive to increase shareholder value and improve corporate performance over the long term. In addition, our CEO’s compensation for 2025 included the value of annual equity awards granted to him in his prior role as Senior Vice President, as well as an award upon his promotion to COO in February 2025 and an award upon his promotion to CEO in June 2025. To identify the “median employee”, we took the following steps:

  120. CEO PAY RATIO

    | • | We selected October 2, 2025, which is within the last three months of 2025, as the date upon which we would identify the median employee to allow sufficient time to identify the median employee given the global scope of our operations. |

  121. CEO PAY RATIO

    | • | We determined that, as of October 2, 2025, our employee population consisted of approximately 2,704 employees, working for Cognex and its consolidated subsidiaries, with approximately 34% of these individuals located in the Americas, 40% in Asia and 25% in Europe. This population consisted of our full-time, part-time and temporary employees. We do not have seasonal employees, and we excluded independent contractors. |

  122. CEO PAY RATIO

    | • | To identify the median employee from our employee population, we used a consistently applied compensation measure consisting of annual base salary, annual bonus target and target annual sales commissions for 2025 for all full-time, part-time and temporary employees employed by Cognex and its consolidated subsidiaries at the start of business on October 2, 2025. We believe these pay elements are appropriate because it was impractical to gather actual data from multiple payroll systems utilized |

  123. CEO PAY RATIO

    | to pay our worldwide workforce, and the actual achievement of the variable portion of compensation can vary widely from year to year. |

  124. CEO PAY RATIO

    | • | No adjustments were made for cost-of-living differences. |

  125. CEO PAY RATIO

    | • | We converted amounts paid to employees in foreign currencies to U.S. dollars using foreign exchange rates as published in the Wall Street Journal. |

  126. CEO PAY RATIO

    | • | All employees except for our CEO were ranked from lowest to highest with the median determined from this list. |

  127. CEO PAY RATIO

    Once we identified our median employee, we determined that employee’s annual total compensation in the same manner that we calculate the total compensation of our CEO and other named executive officers for purposes of the Summary Compensation Table included elsewhere in this proxy statement. This annual total compensation amount for our median employee was then compared to the annualized total compensation of our Chief Executive Officer Matthew Moschner to determine the CEO Pay Ratio for 2025. In accordance with SEC guidance, we annualized Mr. Moschner’s Chief Executive Officer compensation as if he served as Chief Executive Officer for the entire year. Adjustments were made to include an annualized base salary of $600,000, and an annualized target bonus of $1,000,000 with the corporate and individual achievement factors applied as described in the Compensation Discussion and Analysis. However, no adjustments were made for the equity compensation awards granted to Mr. Moschner which, as described above and in the Compensation Discussion and Analysis, include annual equity awards granted to Mr. Moschner in his role as Senior Vice President, as well as an award upon his promotion to President and COO in February 2025 and an award upon his promotion to CEO in June 2025.

  128. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between total compensation actually paid to Matthew Moschner, our President and Chief Executive Officer, Robert J. Willett, our former President and Chief Executive Officer, and our named executive officers (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures.

  129. PAY VERSUS PERFORMANCE

    | Year | Summary compensation table total for Mr. Moschner (1) | Summary compensation table total for Mr. Willett (2) | Compensation actually paid to Mr. Moschner (1)(3) | Compensation actually paid to Mr. Willett (2)(3) | Average summary compensation table total for non-CEO named executive officers (NEOs) (4) | Average compensation actually paid for non-CEO NEOs (4)(5)(6) | Value of initial fixed $100 investment based on: | | Net Income | Adjusted EBITDA % (8) | Operating Margin % (9) | | | | | | | | | Total shareholder return (TSR) (7) | Peer group TSR (7) | | | | | 2025 | $8,099,369 | $8,236,297 | $10,018,696 | $8,261,301 | $2,992,406 | $3,188,723 | $46.23 | $125.35 | $114,442,000 | 21.5% | N/A | | 2024 | N/A | $7,910,823 | N/A | $3,119,917 | $2,091,456 | $1,141,732 | $69.20 | $114.14 | $106,171,000 | 17.1% | N/A | | 2023 | N/A | $6,959,914 | N/A | $3,092,562 | $2,377,635 | $1,313,623 | $79.95 | $129.10 | $113,234,000 | N/A | 15.6% | | 2022 | N/A | $7,257,424 | N/A | $(3,658,243) | $2,596,662 | $(2,512,158) | $89.67 | $100.58 | $215,525,000 | N/A | 24.4% | | 2021 | N/A | $10,534,520 | N/A | $9,476,831 | $1,019,293 | $1,022,790 | $147.25 | $165.34 | $279,881,000 | N/A | 30.4% |

  130. PAY VERSUS PERFORMANCE

    | (1) Mr. Moschner was appointed President and Chief Executive Officer of Cognex effective June 27, 2025, following his February 20, 2025 promotion from Senior Vice President to President and Chief Operating Officer. |

  131. PAY VERSUS PERFORMANCE

    | (2) Robert J. Willett served as Chief Executive Officer throughout all of 2021, 2022, 2023, and 2024, and continued in that role until June 27, 2025. |

  132. PAY VERSUS PERFORMANCE

    | (3) Mr. Moschner’s and Mr. Willett’s compensation “actually paid” as presented above is calculated by deducting and adding the following amounts, in each case in accordance with Item 402(v)(2)(C) of Regulation S-K: |

  133. PAY VERSUS PERFORMANCE

    | | 2025 | | | | | | | CEO Compensation “Actually Paid” | Mr. Moschner | Mr. Willett | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table total for the covered fiscal year | $8,099,369 | $8,236,297 | $7,910,823 | $6,959,914 | $7,257,424 | $10,534,520 | | Less, Grant date fair value of awards reported in the Summary Compensation Table for the covered fiscal year | $6,499,951 | $7,000,816 | $6,500,024 | $6,198,638 | $6,200,799 | $6,187,056 | | Plus, Year-end fair value of awards granted for the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | $8,499,806 | $8,102,963 | $4,783,447 | $4,188,941 | $3,294,711 | $4,781,517 | | Plus, Change in fair value of awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year (from prior fiscal year-end to covered fiscal year-end) | $(80,811) | $(829,439) | $(2,637,666) | $(2,154,769) | $(6,805,316) | $(363,960) | | Plus, Change in fair value of awards granted in prior years that vested in the covered fiscal year (from prior fiscal year-end to vesting date) | $283 | $(247,704) | $(436,663) | $297,114 | $(1,204,263) | $711,810 | | Total Adjustments | $1,919,327 | $25,004 | $(4,790,906) | $(3,867,352) | $(10,915,667) | $(1,057,689) |

  134. PAY VERSUS PERFORMANCE

    | (4) In 2021, 2022, 2023, 2024, and 2025, neither our CEO nor any non-CEO NEO had any awards that vested in the same year that they were granted, any awards granted in prior years that failed to meet the applicable vesting conditions, or any dividends or other earnings paid on equity awards in the covered fiscal year prior to vesting that are not reflected in total compensation for the applicable year, and therefore, no adjustments for those items were included in calculating compensation “actually paid.” Further, in 2021, 2022, 2023, 2024, and 2025 neither our CEO nor any non-CEO NEO received any benefit under any defined benefit and actuarial plans and therefore, no adjustments for those items were included in calculating compensation “actually paid.” |

  135. PAY VERSUS PERFORMANCE

    | (5) Our non-CEO NEOs for each of the fiscal years presented above were: |

  136. PAY VERSUS PERFORMANCE

    | • | 2025: Dennis Fehr, Carl W. Gerst III, Sheila M. DiPalma, and Joerg Kuechen |

  137. PAY VERSUS PERFORMANCE

    | • | 2024: Dennis Fehr, Laura A. MacDonald, Paul D. Todgham, Carl W. Gerst III, Sheila M. DiPalma, and Joerg Kuechen |

  138. PAY VERSUS PERFORMANCE

    | • | 2023: Paul D. Todgham, Carl W. Gerst III, Sheila M. DiPalma and Joerg Kuechen |

  139. PAY VERSUS PERFORMANCE

    | • | 2022: Paul D. Todgham, Carl W. Gerst III, Sheila M. DiPalma and Joerg Kuechen |

  140. PAY VERSUS PERFORMANCE

    | • | 2021: Robert J. Shillman, Paul D. Todgham, Carl W. Gerst III and Sheila M. DiPalma |

  141. PAY VERSUS PERFORMANCE

    | (6) Average non-CEO NEO compensation “actually paid” as presented above is calculated by deducting and adding the following amounts, in each case in accordance with Item 402(v)(2)(C) of Regulation S-K: |

  142. PAY VERSUS PERFORMANCE

    | Average Non-CEO Compensation “Actually Paid” | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table total for the covered fiscal year | $2,992,406 | $2,091,456 | $2,377,635 | $2,596,662 | $1,019,293 | | Less, Grant date fair value of awards reported in the Summary Compensation Table for the covered fiscal year | $2,187,792 | $1,600,028 | $2,003,523 | $2,158,091 | $373,852 | | Plus, Year-end fair value of awards granted for the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | $2,532,067 | $1,228,049 | $1,564,037 | $1,382,138 | $297,237 | | Plus, Change in fair value of awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year (from prior fiscal year-end to covered fiscal year-end) | $(69,777) | $(453,064) | $(662,444) | $(3,519,480) | $(183,252) | | Plus, Change in fair value of awards granted in prior years that vested in the covered fiscal year (from prior fiscal year-end to vesting date) | $(78,181) | $(124,681) | $37,918 | $(813,386) | $263,363 | | Total Adjustments | $196,317 | $(949,724) | $(1,064,012) | $(5,108,820) | $3,497 |

  143. PAY VERSUS PERFORMANCE

    | (7) Total shareholder return (“TSR”) of Cognex and the peer group are calculated by assuming that an investment of $100 was made in each of our common stock and in the Nasdaq Lab Apparatus & Analytical, Optical, Measuring & Controlling Instrument (SIC 3820-3829 US Companies) Index (“Peer Index”) starting from the market close on December 31, 2020, which is the last trading day before our fiscal year 2021, through and including the end of each fiscal year shown. Total shareholder return includes reinvestment of dividends into shares of common stock of the applicable company. Data for the Peer Index was provided to Cognex by Research Data Group, Inc. |

  144. PAY VERSUS PERFORMANCE

    | (8) Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) percentage is defined as operating income as a percentage of revenue adjusted for amortization of acquisition-related intangible assets and depreciation, as well as, if applicable, restructuring charges, reorganization charges, acquisition and integration costs and one-time discrete events, such as loss or recovery related to a fire. While we consider numerous financial and non-financial performance measures for the purpose of evaluating and determining executive compensation, for 2024 and 2025, we considered Adjusted EBITDA percentage, which is a primary factor used to determine annual cash incentive compensation for our NEOs, to be the most important performance measure used to link compensation “actually paid” to the NEOs to company performance. Prior to 2024, we used operating margin as a similar metric. The company switched to Adjusted EBITDA percentage to provide consistency between our internal and external metrics. Prior to 2024, we did not use Adjusted EBITDA percentage as a performance metric in our compensation program. |

  145. PAY VERSUS PERFORMANCE

    | (9) Operating margin is defined as our operating income as a percentage of revenue. While we consider numerous financial and non-financial performance measures for the purpose of evaluating and determining executive compensation, for 2023, 2022, and 2021, we considered operating margin, which was a primary factor used to determine annual cash incentive compensation for our NEOs, to be the most important performance measure used to link compensation “actually paid” to the NEOs to company performance. |

  146. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In October 2020, Mr. Gerst and Ms. DiPalma each received a special stock option grant in consideration of their respective promotions to Executive Vice President on October 30, 2020. Because of these special grants, neither Mr. Gerst nor Ms. DiPalma was eligible to receive an annual equity award in 2021. The decrease in average compensation to our non-CEO NEOs between 2020 and 2021 was impacted by (i) the special stock option grant to Mr. Gerst and Ms. DiPalma in 2020, and (ii) Mr. Gerst and Ms. DiPalma being ineligible to receive an annual equity award in 2021. Further information regarding our executive compensation program is provided above under the heading “Compensation Discussion and Analysis.”