Ipg Photonics CORP DEF 14A Filing

Ticker: IPGP · Form: DEF 14A · Filed: May 9, 2024 · CIK: 1111928

Ipg Photonics CORP DEF 14A Filing Summary
FieldDetail
CompanyIpg Photonics CORP (IPGP)
Form TypeDEF 14A
Filed DateMay 9, 2024
Pages15
Reading Time18 min
Key Dollar Amounts$1.2 billion, $99 million, $79 million, $223 million, $223M
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a DEF 14A filing submitted by Ipg Photonics CORP (ticker: IPGP) to the SEC on May 9, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $1.2 billion (We finished the year with approximately $1.2 billion in cash and no debt. In 2023, we spent); $99 million (in cash and no debt. In 2023, we spent $99 million on research and development and $79 mil); $79 million (million on research and development and $79 million on net investment in capital expenditur); $223 million (rough share repurchases and bought back $223 million of IPG stock. I would like to thank ou); $223M (nue Return of Capital to Stockholders $223M Repurchased 2.1 million shares Net s).

How long is this filing?

Ipg Photonics CORP's DEF 14A filing is 15 pages with approximately 4,412 words. Estimated reading time is 18 minutes.

Where can I view the full DEF 14A filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,412 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2024-05-09 09:21:19

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 46 PROPOSAL 3: RATIFY DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 53 OTHER INFORMATION 55 Audit Committee Report 55 Common Stock Ownership 56 CEO Pay Ratio 58 Pay Versus Performance 59 Questions and Answers About the Meeting and Voting 63 Additional Information 67 This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and we intend that such forward-looking statements be subject to the safe harbors created thereby. For this purpose, any statements contained in this Proxy Statement except for historical information are forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. The forward-looking statements included herein are based on current expectations of our management based on available information and involve a number of risks and uncertainties, all of which are difficult or impossible to accurately predict and many of which are beyond our control. As such, our actual results may differ significantly from those expressed in any forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in more detail in the section titled "Risk Factors" and elsewhere in our Annual Report and other filings with the SEC. We undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 3 About IPG Financi

Business

Business Executive Leadership Manufacturing and Operating

Business

Business Development and M&A See page 9 for a matrix of the nominees' individual strategic skills and core competencies. 5 Proxy Statement Voting Roadmap Proposal 2 Advisory Vote to Approve Our Executive Compensation The Board recommends a vote FOR Proposal 2 See page 33 2023 Executive Compensation Highlights As further discussed in Compensation Discussion and Analysis starting on page 34 , the guiding principles of our executive compensation philosophy are pay-for-performance, accountability for annual and long-term performance, alignment with stockholders' interests, and providing competitive pay to attract and retain executives. The 2023 compensation program for our named executive officers ("NEOs") had three primary components: annual base salary, annual cash incentives and long-term equity incentives. The amounts below illustrate the allocation of fiscal 2023 compensation components at target for our Chief Executive Officer ("CEO") and the average for our other NEOs as a group. CEO NEOs Stockholder-Minded Compensation Practices PRACTICES WE EMPLOY PRACTICES WE AVOID Align our officer pay with performance Balance annual and long-term incentives Use long-term incentives to link executive pay to Company performance Caps on annual incentive compensation and performance-based equity payouts Annual risk assessment of compensation program Independent compensation consultant Stock ownership requirements Clawbacks on executive compensation Anti-pledging policy Anti-hedging policy applicable to all employees and directors No guaranteed annual bonuses No excise tax gross-ups for change in control payouts No excessive perquisites No severance for "cause" terminations No single-trigger change in control payments or benefits No stock option repricing without stockholder approval No supplemental executive retirement plans, executive pensions or excessive retirement benefits 6 NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT Proxy

Business

Business Manufacturing and Operating

Business

Business Development and M&A Risk Management Executive Leadership Other Public Company Boards Non- Corporate Experience Mr. Child has served as a member of IPG's Board since September 2000. Mr. Child has been employed by TA Associates, Inc., a private equity investment firm, since July 1982, where he currently serves as Senior Advisor and, prior to January 2011, was a Managing Director. Mr. Child served on the boards of Finisar Corporation, a developer and manufacturer of optical subsystems and components for networks, Eagle Test Systems, Inc., a manufacturer of semiconductor test equipment, and Ultratech Inc., a developer and manufacturer of advanced packaging lithography systems and laser processing technologies. Mr. Child holds a B.S. in Electrical Engineering from the University of California at Davis and an M.B.A. from the Stanford University Graduate School of Business. From September 2011 until December 2015, Mr. Child was a Lecturer at the Stanford University Graduate School of Business. KEY ATTRIBUTES, EXPERIENCE AND SKILLS Mr. Child is an established and experienced investor, including in technology companies, from his three decades of experience at TA Associates, Inc. Over the course of his career, he has overseen numerous investments and sales of portfolio companies, and served on the boards of many public and private companies. Through his experiences, he has gained valuable knowledge in the management, operations and finance of technology growth companies. Michael Child Independent Director AGE: 69 DIRECTOR SINCE: 2000 COMMITTEES: Nominating and Corporate Governance Committee Financial Literacy Global

Business

Business Development and M&A Risk Management Other Public Company Boards 11 Director Nominees Ms. Desmond has served as a member of IPG's Board since 2021. Ms. Desmond was the Executive Vice President and Chief Financial Officer of DuPont de Nemours, Inc., a global multi-industry specialty solutions company ("DuPont"), from April 2019 to February 2020. Ms. Desmond served as Vice President and Co-Controller for DuPont from August 2017 to April 2019, and as finance leader for the Specialty Products division following the merger of DuPont with Dow Chemical. Ms. Desmond served in various leadership roles within DuPont in her 30-year career with the company. She also served on the board and was treasurer of the Delaware Prosperity Partnership, a public-private partnership overseeing economic development in Delaware from September 2017 to September 2022. Since 2020, she has served on the board of Trinseo PLC, a materials solutions provider and a manufacturer of plastics, latex binders and synthetic rubber. In October 2021, she joined the board of Sylvamo Corporation, a global producer of uncoated paper. Ms. Desmond earned a B.S. in Accounting from Mt. St. Mary's University and is a certified public accountant (inactive). KEY ATTRIBUTES, EXPERIENCE AND SKILLS Ms. Desmond brings to the Board substantial finance and accounting experience and extensive experience in technology-driven companies. Her long management experience in a number of key strategic areas including finance leadership and operations financial planning and analysis, tax, internal audit, accounting controls, risk management, mergers and acquisitions, investor relations and public-private partnership brings depth to the skillsets of the Board. Jeanmarie Desmond Independent Director AGE: 57 DIRECTOR SINCE: 2021 COMMITTEES: Audit Committee (Chair) Compensation Committee DIRECTORSHIP AT OTHER PUBLIC COMPANY: Sylvamo Corporation and Trinseo PLC Financial Literacy Global

Business

Business Development and M&A Risk Management Executive Leadership Other Public Company Boards Non- Corporate Experience Mr. Dougherty has served as a member of IPG's Board since January 2019. Mr. Dougherty served as a director of Fabrinet, a provider of advanced optical packaging and precision optical, electro-mechanical, and electronic manufacturing services to original equipment manufacturers of complex products, from February 2019 to January 2022. Mr. Dougherty served as Chief Executive Officer of Oclaro, Inc., a maker of optical components and modules for the long-haul, metro and data center markets, from June 2013 and has served as a director of Oclaro from April 2009, until its December 2018 acquisition. Prior to Oclaro, Mr. Dougherty served as a director of Avanex Corporation, a leading global provider of intelligent photonic solutions, from April 2005 to April 2009. Mr. Dougherty also served as a director of Picarro, Inc., a manufacturer of ultra-sensitive gas spectroscopy equipment using laser-based technology, from October 2002 to August 2013, and as its Interim Chief Executive Officer from January 2003 to April 2004. From February 2001 until September 2002, Mr. Dougherty was the Chief Operating Officer at JDS Uniphase Corporation ("JDS"), an optical technology company. Prior to JDS he was the Chief Operating Officer of SDL, Inc., a maker of laser diodes, from March 1997 to February 2001 when they were acquired by JDS. Mr. Dougherty serves on the boards of Infinera Corporation, a provider of optical transport networking equipment, software and services to telecommunications service pr

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing