Pay vs Performance Disclosure
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12 Months Ended |
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Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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 Robert J. Willett, our 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.
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Summary
compensation
table total for
CEO (1) |
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Compensation
actually paid to
CEO (1)(2)(3) |
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Average summary compensation table total for non-CEO named executive officers (NEOs) (4) |
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Average compensation actually paid for non-CEO NEOs (3)(4)(5) |
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Value of initial fixed
$100 investment based on: |
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Total
shareholder
return (TSR) (6) |
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2023 |
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$ |
6,959,914 |
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$ |
3,092,562 |
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$ |
2,377,635 |
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$ |
1,313,623 |
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$ |
79.95 |
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$ |
129.10 |
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$ |
113,234,000 |
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15.6% |
2022 |
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$ |
7,257,424 |
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$ |
(3,658,243 |
) |
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$ |
2,596,662 |
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$ |
(2,512,158 |
) |
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$ |
89.67 |
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$ |
100.58 |
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$ |
215,525,000 |
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24.4% |
2021 |
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$ |
10,534,520 |
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$ |
9,476,831 |
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$ |
1,019,293 |
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$ |
1,022,790 |
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$ |
147.25 |
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$ |
165.34 |
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$ |
279,881,000 |
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30.4% |
2020 |
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$ |
3,507,561 |
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$ |
10,822,671 |
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$ |
3,217,496 |
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$ |
6,041,660 |
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$ |
151.56 |
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$ |
139.59 |
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$ |
176,186,000 |
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21.0% |
| (1) |
Our CEO in all of 2020, 2021, 2022 and 2023 was Robert J. Willett. |
| (2) |
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: |
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CEO Compensation “Actually Paid” |
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Summary Compensation Table total for the covered fiscal year |
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$ |
6,959,914 |
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$ |
7,257,424 |
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$ |
10,534,520 |
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$ |
3,507,561 |
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Less, Grant date fair value of awards reported in the Summary Compensation Table for the covered fiscal year |
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$ |
6,198,638 |
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$ |
6,200,799 |
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$ |
6,187,056 |
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$ |
3,322,440 |
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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 |
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$ |
4,188,941 |
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$ |
3,294,711 |
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$ |
4,781,517 |
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$ |
7,043,400 |
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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) |
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$ |
(2,154,769 |
) |
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$ |
(6,805,316 |
) |
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$ |
(363,960 |
) |
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$ |
4,023,900 |
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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) |
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$ |
297,114 |
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$ |
(1,204,263 |
) |
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$ |
711,810 |
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$ |
(429,750 |
) |
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Total Adjustments |
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$ |
(3,867,352 |
) |
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$ |
(10,915,667 |
) |
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$ |
(1,057,689 |
) |
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$ |
7,315,110 |
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| (3) |
In 2020, 2021, 2022 and 2023, 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 2020, 2021, 2022 and 2023, 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.” |
| (4) |
Our non-CEO NEOs for each of the fiscal years presented above were: |
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• |
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2023: Paul D. Todgham, Carl W. Gerst III, Sheila M. DiPalma and Joerg Kuechen |
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• |
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2022: Paul D. Todgham, Carl W. Gerst III, Sheila M. DiPalma and Joerg Kuechen |
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• |
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2021: Robert J. Shillman, Paul D. Todgham, Carl W. Gerst III and Sheila M. DiPalma |
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• |
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2020: Robert J. Shillman, Paul D. Todgham, Carl W. Gerst III, Sheila M. DiPalma and Laura A. MacDonald |
| (5) |
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: |
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Average Non-CEO Compensation “Actually Paid” |
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Summary Compensation Table total for the covered fiscal year |
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$ |
2,377,635 |
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$ |
2,596,662 |
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$ |
1,019,293 |
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$ |
3,217,496 |
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Less, Grant date fair value of awards reported in the Summary Compensation Table for the covered fiscal year |
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$ |
2,003,523 |
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$ |
2,158,091 |
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$ |
373,852 |
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$ |
2,682,912 |
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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 |
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$ |
1,564,037 |
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$ |
1,382,138 |
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$ |
297,237 |
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$ |
4,517,875 |
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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) |
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$ |
(662,444 |
) |
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$ |
(3,519,480 |
) |
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$ |
(183,252 |
) |
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$ |
1,098,685 |
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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) |
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$ |
37,918 |
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$ |
(813,386 |
) |
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$ |
263,363 |
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$ |
(109,485 |
) |
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Total Adjustments |
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$ |
(1,064,012 |
) |
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$ |
(5,108,820 |
) |
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$ |
3,497 |
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$ |
2,824,163 |
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| (6) |
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, 2019, which is the last trading day before our fiscal year 2020, 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. |
| (7) |
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, we consider operating margin, 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. |
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| Company Selected Measure Name |
Operating margin
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| Named Executive Officers, Footnote |
| (4) |
Our non-CEO NEOs for each of the fiscal years presented above were: |
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• |
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2023: Paul D. Todgham, Carl W. Gerst III, Sheila M. DiPalma and Joerg Kuechen |
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• |
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2022: Paul D. Todgham, Carl W. Gerst III, Sheila M. DiPalma and Joerg Kuechen |
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• |
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2021: Robert J. Shillman, Paul D. Todgham, Carl W. Gerst III and Sheila M. DiPalma |
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• |
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2020: Robert J. Shillman, Paul D. Todgham, Carl W. Gerst III, Sheila M. DiPalma and Laura A. MacDonald |
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| Peer Group Issuers, Footnote |
| (6) |
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, 2019, which is the last trading day before our fiscal year 2020, 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. |
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| PEO Total Compensation Amount |
$ 6,959,914
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$ 7,257,424
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$ 10,534,520
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$ 3,507,561
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| PEO Actually Paid Compensation Amount |
$ 3,092,562
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(3,658,243)
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9,476,831
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10,822,671
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| Adjustment To PEO Compensation, Footnote |
| (2) |
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: |
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CEO Compensation “Actually Paid” |
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|
Summary Compensation Table total for the covered fiscal year |
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$ |
6,959,914 |
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|
$ |
7,257,424 |
|
|
$ |
10,534,520 |
|
|
$ |
3,507,561 |
|
Less, Grant date fair value of awards reported in the Summary Compensation Table for the covered fiscal year |
|
$ |
6,198,638 |
|
|
$ |
6,200,799 |
|
|
$ |
6,187,056 |
|
|
$ |
3,322,440 |
|
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 |
|
$ |
4,188,941 |
|
|
$ |
3,294,711 |
|
|
$ |
4,781,517 |
|
|
$ |
7,043,400 |
|
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) |
|
$ |
(2,154,769 |
) |
|
$ |
(6,805,316 |
) |
|
$ |
(363,960 |
) |
|
$ |
4,023,900 |
|
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) |
|
$ |
297,114 |
|
|
$ |
(1,204,263 |
) |
|
$ |
711,810 |
|
|
$ |
(429,750 |
) |
|
|
|
|
|
|
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|
|
|
|
|
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|
Total Adjustments |
|
$ |
(3,867,352 |
) |
|
$ |
(10,915,667 |
) |
|
$ |
(1,057,689 |
) |
|
$ |
7,315,110 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 2,377,635
|
2,596,662
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1,019,293
|
3,217,496
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,313,623
|
(2,512,158)
|
1,022,790
|
6,041,660
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (5) |
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: |
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Average Non-CEO Compensation “Actually Paid” |
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|
Summary Compensation Table total for the covered fiscal year |
|
$ |
2,377,635 |
|
|
$ |
2,596,662 |
|
|
$ |
1,019,293 |
|
|
$ |
3,217,496 |
|
Less, Grant date fair value of awards reported in the Summary Compensation Table for the covered fiscal year |
|
$ |
2,003,523 |
|
|
$ |
2,158,091 |
|
|
$ |
373,852 |
|
|
$ |
2,682,912 |
|
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 |
|
$ |
1,564,037 |
|
|
$ |
1,382,138 |
|
|
$ |
297,237 |
|
|
$ |
4,517,875 |
|
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) |
|
$ |
(662,444 |
) |
|
$ |
(3,519,480 |
) |
|
$ |
(183,252 |
) |
|
$ |
1,098,685 |
|
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) |
|
$ |
37,918 |
|
|
$ |
(813,386 |
) |
|
$ |
263,363 |
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|
$ |
(109,485 |
) |
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Total Adjustments |
|
$ |
(1,064,012 |
) |
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$ |
(5,108,820 |
) |
|
$ |
3,497 |
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|
$ |
2,824,163 |
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| Compensation Actually Paid vs. Total Shareholder Return |
The following chart shows the relationship between the compensation “actually paid” (“CAP”) to our CEO, CAP to our non-CEO NEOs, Cognex’s TSR, and the Peer Index TSR.
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| Compensation Actually Paid vs. Net Income |
The following chart shows the relationship between CAP to our CEO, CAP to our non-CEO NEOs, and Cognex’s net income.
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| Compensation Actually Paid vs. Company Selected Measure |
The following chart shows the relationship between CAP to our CEO, CAP to our non-CEO NEOs, and Cognex’s operating margin.
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| Total Shareholder Return Vs Peer Group |
The following chart shows the relationship between the compensation “actually paid” (“CAP”) to our CEO, CAP to our non-CEO NEOs, Cognex’s TSR, and the Peer Index TSR.
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| Tabular List, Table |
Tabular List of Most Important Financial Performance Measures For Mr. Willett, the financial performance measures that the company has determined are most important to link his compensation actually paid to the company’s performance are:
For our non-CEO NEOs, the financial performance measures that the company has determined are most important to link compensation actually paid to the company’s performance are:
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| Total Shareholder Return Amount |
$ 79.95
|
89.67
|
147.25
|
151.56
|
| Peer Group Total Shareholder Return Amount |
129.1
|
100.58
|
165.34
|
139.59
|
| Net Income (Loss) |
$ 113,234,000
|
$ 215,525,000
|
$ 279,881,000
|
$ 176,186,000
|
| Company Selected Measure Amount |
0.156
|
0.244
|
0.304
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0.21
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| PEO Name |
Robert J. Willett
|
Robert J. Willett
|
Robert J. Willett
|
Robert J. Willett
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| PEO |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ (3,867,352)
|
$ (10,915,667)
|
$ (1,057,689)
|
$ 7,315,110
|
| PEO | Grant date fair value of awards reported in the Summary Compensation Table for the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
6,198,638
|
6,200,799
|
6,187,056
|
3,322,440
|
| PEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
4,188,941
|
3,294,711
|
4,781,517
|
7,043,400
|
| PEO | 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 yearend to covered fiscal yearend) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(2,154,769)
|
(6,805,316)
|
(363,960)
|
4,023,900
|
| PEO | Change in fair value of awards granted in prior years that vested in the covered fiscal year (from prior fiscal yearend to vesting date) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 297,114
|
(1,204,263)
|
711,810
|
(429,750)
|
| PEO | Mr. Willetts [Member] | Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
revenue
|
|
|
|
| PEO | Mr. Willetts [Member] | Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
operating income
|
|
|
|
| PEO | Mr. Willetts [Member] | Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
operating margin
|
|
|
|
| PEO | Mr. Willetts [Member] | Measure:: 4 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
relative TSR
|
|
|
|
| Non-PEO NEO |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (1,064,012)
|
(5,108,820)
|
3,497
|
2,824,163
|
| Non-PEO NEO | Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
revenue
|
|
|
|
| Non-PEO NEO | Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
operating income
|
|
|
|
| Non-PEO NEO | Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
operating margin
|
|
|
|
| Non-PEO NEO | Grant date fair value of awards reported in the Summary Compensation Table for the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 2,003,523
|
2,158,091
|
373,852
|
2,682,912
|
| Non-PEO NEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,564,037
|
1,382,138
|
297,237
|
4,517,875
|
| Non-PEO NEO | 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 yearend to covered fiscal yearend) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(662,444)
|
(3,519,480)
|
(183,252)
|
1,098,685
|
| Non-PEO NEO | Change in fair value of awards granted in prior years that vested in the covered fiscal year (from prior fiscal yearend to vesting date) [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 37,918
|
$ (813,386)
|
$ 263,363
|
$ (109,485)
|
