DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

COGNEX CORPORATION

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

COGNEX CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on April 29, 2026

To our Shareholders:

The 2026 Annual Meeting of Shareholders of COGNEX CORPORATION will be held at 9:00 a.m. local time on Wednesday, April 29, 2026, at Cognex’s headquarters located at One Vision Drive, Natick, Massachusetts 01760, for the following purposes:

1.	To elect three Directors to serve for a term of three years;

2.	To approve an amendment to the Cognex Corporation 2023 Stock Option and Incentive Plan;

3.	To ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2026; and

4.	To cast a non-binding advisory vote to approve executive compensation (“say-on-pay”).

In addition, we will consider any other business that may properly come before the meeting or any adjournments or postponements of the meeting.

The Board of Directors has fixed the close of business on February 27, 2026 as the record date for the meeting. All shareholders of record on that date are entitled to receive notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY TELEPHONE, VIA THE INTERNET, OR BY COMPLETING AND RETURNING A PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY CONTINUE TO HAVE YOUR SHARES VOTED AS INSTRUCTED IN THE PROXY, OR YOU MAY WITHDRAW YOUR PROXY AT THE MEETING AND VOTE YOUR SHARES IN PERSON.

By Order of the Board of Directors,

Mark T. Fennell, Secretary

Natick, Massachusetts

March 13, 2026

Important

Please note that due to security procedures, you may be required to show a form of picture identification to gain access to our headquarters. Please contact the Cognex Department of Investor Relations at (508) 650-3000 or ir@cognex.com if you plan to attend the meeting.

TABLE OF CONTENTS


Information about the Meeting and Voting Procedures			1

• General			1

• Voting Rights and Quorum			1

• Treatment of Abstentions and Broker Non-Votes			2

• Voting Your Shares			2

• Expense of Solicitation			3

• How to Obtain an Annual Report on Form 10-K			3

• Householding of Annual Meeting Materials			3

• Investor Contact			3

Stock Ownership			4

• Security Ownership of Certain Beneficial Owners			4

• Security Ownership of Directors and Executive Officers			5

Corporate Governance			7

• Code of Business Conduct and Ethics			7

• Director Independence			7

• Board Leadership Structure			7

• The Board’s Role in Risk Oversight			7

• Policy on Pledging, Hedging and Trading of Cognex Stock			9

• Shareholder Communications with the Board			10

• Board Meetings, Committees and Attendance			10

• Compensation Committee Interlocks and Insider Participation			13

• Certain Relationships and Related Transactions			14

• Director Skills Matrix			14

• Director Nominees			14

Proposal 1: Election of Directors			17

• Recommendation			17

• Information Regarding Directors and the Director Nominees			17

Director Compensation			26

• Director Compensation Table			26

• Elements of Director Compensation			27

• Director Stock Ownership Guidelines			27

Compensation Policies and Procedures			29

Compensation Discussion and Analysis			31

• Executive Summary			31

• Say-on-Pay Feedback from Shareholders			34

• Compensation Program Highlights			34

• Policy Relating to the Recovery of Erroneously Awarded Compensation			45

• Executive Stock Ownership Guidelines			46


Compensation Committee Report			47

Executive Officers			48

Executive Compensation			49

• Summary Compensation Table			49

• Grants of Plan-Based Awards Table			51

• Discussion of Summary Compensation and Grants of Plan-Based Awards Tables			52

• Option Exercises and Stock Vested Table			52

• Outstanding Equity Awards at Fiscal Year-End			53

Potential Payments Upon Termination or Change of Control			56

CEO Pay Ratio			58

Pay Versus Performance			60

• Relationship Between Compensation “Actually Paid” and Performance Measures			62

• Tabular List of Most Important Financial Performance Measures			63

• Analysis of the Information Presented in the Pay Versus Performance Table			64

Proposal 2: Approval of an Amendment to the 2023 Stock Option and Incentive Plan			65

• Recommendation			65

• Proposal			65

• Summary of Material Features			65

• Rational for Share Increase			66

• Burn Rate			67

• Summary of the 2023 Plan			67

• Plan Benefits			71

• New Plan Benefits			71

• Tax Aspects Under the Code			71

• Equity Compensation Plan Information			73

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm			74

• Recommendation			74

• Rotation of Independent Auditor			74

• Fees Paid to Independent Registered Public Accounting Firm and Other Matters			75

Proposal 4: Executive Compensation (“Say-on-Pay”)			77

• Recommendation			77

Report of The Audit Committee			78

Shareholder Proposals			79

Other Matters			79

Note Regarding Forward-Looking Statements			80

Appendix A: Cognex Corporation 2023 Stock Option and Incentive Plan (the “2023 Plan”) and Amendment No. 1 to the 2023 Plan			A-1

COGNEX CORPORATION

PROXY STATEMENT

INFORMATION ABOUT THE MEETING AND VOTING PROCEDURES

General

This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Cognex Corporation (“Cognex” or the “company”) for use at the 2026 Annual Meeting of Shareholders (the “meeting” or “this meeting”) to be held at 9:00 a.m. local time on Wednesday, April 29, 2026, at our headquarters located at One Vision Drive, Natick, Massachusetts 01760, and at any adjournments or postponements of that meeting. Our telephone number is (508) 650-3000. At this meeting, shareholders will consider and vote on the following proposals:

1.	To elect three Directors to serve for a term of three years;

2.	To approve an amendment to the Cognex Corporation 2023 Stock Option and Incentive Plan;

3.	To ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2026; and

4.	To cast a non-binding advisory vote to approve executive compensation (“say-on-pay”).

The Board recommends that you vote your shares “FOR” each proposal. The Board knows of no other matters to be presented at this meeting.

This proxy statement is first being made available to our shareholders on or about March 13, 2026.

Voting Rights and Quorum

Shareholders of record at the close of business on February 27, 2026 (the “Record Date”) are entitled to receive notice of and to vote at the meeting. As of the close of business on the Record Date, there were 167,013,856 shares of our common stock outstanding and entitled to vote. Each outstanding share of our common stock entitles the record holder to one vote. Shareholders have no right to cumulative voting as to any matter. Our common stock is listed and trades on the NASDAQ Global Select Market.

The holders of a majority of our common stock outstanding on the Record Date are required to be present in person or be represented by proxy at the meeting to constitute a quorum for the transaction of business. Therefore, a quorum will be present if 83,506,929 shares of our common stock are present in person or represented by executed proxies timely received by us at the meeting. Following the determination of a quorum, the vote required for approval of the matters to be considered at the meeting is as follows:

•

Nominees for Director will be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. An incumbent Director who does not receive more votes “for” than “against” his or her election will promptly offer to tender his or her resignation. The resignation would be considered by the Nominating, Governance and Sustainability Committee and acted upon by our Board (without participation by the incumbent Director who tendered his or her resignation) within 90 days of the election. Thereafter, the Board will promptly disclose its decision whether to accept the

Director’s resignation in a Current Report on Form 8-K furnished to the U.S. Securities and Exchange Commission (the “SEC”).

•

Other matters presented at the meeting require the affirmative vote of a majority of votes cast on the matter.

Treatment of Abstentions and Broker Non-Votes

We will count both abstentions and broker “non-votes” as present for the purpose of determining the existence of a quorum for the transaction of business. For the purpose of determining the number of shares voting on a particular proposal, we will not count abstentions and broker “non-votes” as votes cast or shares voting. As a result, abstentions and broker non-votes, if any, will have no effect on the voting results for any of the proposals to be presented at the meeting.

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (“NYSE”), which are also applicable to NASDAQ-listed companies, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals 1, 2, and 4 are considered to be “non-routine” under NYSE rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, proposal 3 is considered to be “routine” under NYSE rules and, thus, if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on proposal 3.

Voting Your Shares

If you elected to receive a paper copy of the proxy materials, you may vote your shares by submitting the proxy card accompanying the materials for use at the meeting. Please complete, date, sign and submit the proxy card as instructed on the card. You may also vote your shares by telephone or via the Internet by following the instructions included on the proxy card or on the Notice of Internet Availability of Proxy Materials. The Internet and telephone voting facilities for shareholders of record will close at 1:00 a.m. Eastern time on April 29, 2026. If you are a shareholder who holds shares through a broker, bank or other similar organization (that is, in “street name”), please refer to the instructions from the broker, bank or other organization holding your shares.

The Board recommends an affirmative vote on all proposals described in the notice for the meeting. Proxies will be voted as specified. If your proxy is properly submitted, it will be voted in the manner that you direct. If you do not specify instructions with respect to any particular matter to be acted upon at the meeting, proxies will be voted in favor of the Board’s recommendations as set forth in this proxy statement.

You may revoke your proxy at any time before your proxy is voted at the meeting by:

•

Giving written notice of revocation of your proxy to the Secretary of Cognex at the company’s headquarters;

•

Completing and submitting a new proxy card relating to the same shares and bearing a later date;

•

Properly casting a new vote through the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities; or

•

Voting in person at the meeting, although meeting attendance will not, by itself, revoke a proxy.

If a broker, bank or other similar organization holds your shares, you must contact them in order to find out how to revoke or change your vote.

Expense of Solicitation

The cost of this solicitation will be borne by Cognex. It is expected that the solicitation will be made primarily by delivery of these materials, but regular employees or representatives of Cognex (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, email, or other electronic communication and in person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to their principals at our expense.

How to Obtain an Annual Report on Form 10-K

Our Annual Report on Form 10-K, including the financial statements and schedules to such report, required to be filed with the Securities and Exchange Commission (“SEC”) for our most recent fiscal year is available on our website at www.cognex.com under “Company—Investors—Financials—SEC Filings.” Shareholders can send a written request to Investor Relations at Cognex Corporation, One Vision Drive, Natick, Massachusetts 01760 or by email at IR@cognex.com and we will provide a printed copy to such person without charge.

The information contained in our website, including any documents referenced herein that appear on our website, is not included as part of, or incorporated by reference into, this proxy statement, and any references to our website are intended to be inactive textual references only.

Householding of Annual Meeting Materials

The SEC permits a single set of annual reports, proxy statements and/or notices of internet availability of proxy materials to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. This procedure, referred to as “householding,” reduces the volume of duplicate information shareholders receive and reduces mailing and printing costs. Only one copy of the notice of internet availability of proxy materials may be sent to certain beneficial shareholders who share a single address, unless any shareholder residing at that address has given contrary instructions.

To obtain a copy of any such document, please contact Cognex Investor Relations at the mailing address or email address noted above. To receive a copy of any such document in the future, or if you are receiving multiple copies and want to receive only one copy per household, you should contact your bank, broker, or other nominee, or you may contact us at the above mailing or email address.

Investor Contact

If you have any questions about the meeting or your ownership of our common stock, please contact Cognex Investor Relations at the above mailing or email address.

STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners

The following table shows as of the Record Date, any person who is known by us to be the beneficial owner of more than five percent of our common stock. For purposes of this proxy statement, beneficial ownership is defined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, agreement, understanding, relationship or otherwise has or shares the power to vote such security or to dispose of such security, or has the right to acquire such power within 60 days.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock			Percent of Class (1)
The Vanguard Group, Inc. (and affiliates) 100 Vanguard Blvd. Malvern, PA 19355		18,598,711	(2)		11.1	%
BlackRock, Inc. (and affiliates) 50 Hudson Yards New York, NY 10001		14,840,415	(3)		8.9	%

(1)	Percentages are calculated on the basis of 167,013,856 shares of our common stock outstanding as of February 27, 2026.

(2)

Information regarding The Vanguard Group, Inc. is based solely upon a Schedule 13G/A filed by The Vanguard Group with the SEC on October 30, 2025, which indicates that The Vanguard Group held shared voting power over 1,009,124 shares, sole dispositive power over 17,363,445 shares, and shared dispositive power over 1,235,266 shares.

(3)	Information regarding BlackRock, Inc. is based solely upon a Schedule 13G/A filed by BlackRock with the SEC on January 25, 2024, which indicates that BlackRock held sole voting power over 14,444,392 shares, and sole dispositive power over 14,840,415 shares.

Security Ownership of Directors and Executive Officers

The following information is furnished as of the Record Date, with respect to our common stock beneficially owned within the meaning of Rule 13d-3 of the Exchange Act by each of our Directors, each Director nominee, each of the “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K) and by all of our Directors and executive officers as a group. Unless otherwise indicated, the individuals named held sole voting and investment power over the shares listed below. The address for each individual is c/o Cognex Corporation, One Vision Drive, Natick, Massachusetts 01760.


Name	Amount and Nature of Beneficial Ownership of Common Stock (1)			Percent of Class (2)
Robert J. Willett (3)		1,036,933	(4)		*
Carl W. Gerst III		492,251			*
Anthony Sun		475,693	(5)		*
Sheila M. DiPalma		440,961			*
Joerg Kuechen		270,798			*
Matthew Moschner		106,047			*
Sachin Lawande		28,431			*
Dennis S. Fehr		26,343			*
Marjorie T. Sennett		25,936			*
John T.C. Lee		24,820			*
Angelos Papadimitriou		16,222			*
Christopher Donato (6)		—			—
Sami Atiya (6)		—			—
All Directors and Executive Officers as a group (13 persons)		2,944,435	(7)		1.7	%

*	Less than 1%

(1)

Includes the following shares, which the specified individual has the right to acquire upon the exercise of outstanding options or upon the vesting of RSUs, exercisable currently or vesting within 60 days of February 27, 2026: Mr. Willett, 1,013,813 shares; Mr. Gerst, 492,251 shares; Mr. Sun (by Sun Management Associates, LLC, a California limited liability company), 88,000 shares; Ms. DiPalma, 425,948 shares; Mr. Kuechen, 264,766 shares; Mr. Moschner, 89,582 shares; and Mr. Fehr 13,765 shares.

(2)

Percentages are calculated on the basis of 167,013,856 shares of our common stock outstanding as of February 27, 2026. The total number of shares outstanding used in this calculation assumes that the currently exercisable options or options which become exercisable within 60 days of February 27, 2026, as well as shares issuable upon settlement of restricted stock units (“RSUs”) that are expected to vest within 60 days of February 27, 2026, held by the specified person, are exercised or vest, as applicable. Such number of shares outstanding does not include the number of shares of our common stock underlying options or RSUs held by any other person.

(3)

Mr. Willett retired from the role of Chief Executive Officer effective June 27, 2025. In addition, Mr. Willett retired from Cognex’s Board of Directors effective March 2, 2026. Mr. Willett remains an employee of the company as an advisor to Mr. Moschner, the company’s current CEO. 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 (i.e., March 2, 2026).

(4)	Includes 23,120 shares of common stock held by Willett Parkhill Investment Trust dated August 2, 2010, of which Mr. Willett is a trustee and beneficiary. Mr. Willett has disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(5)	Includes 52,608 shares of common stock held by Sun Management Associates, LLC, a California limited liability company, of which Mr. Sun is a member. Mr. Sun has disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(6)	Mr. Donato and Dr. Atiya were appointed to Cognex’s Board of Directors effective March 2, 2026 and did not beneficially own any common stock of the company as of February 27, 2026.

(7)	Includes 2,388,125 shares which certain Directors and executive officers have the right to acquire upon the exercise of outstanding options or vesting of RSUs, exercisable currently or vesting within 60 days of February 27, 2026.

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics that applies to our Board and our employees, including our named executive officers. Predating this code are our company’s ten corporate values, which include “integrity” and are the basis for ensuring that we maintain the highest ethical standards in all that we do. Copies of our company’s Code of Business Conduct and Ethics are available on our website at www.cognex.com under “Company—Investors—Governance—Governance Documents” and our ten core values are available under “Company—Investors—Governance—ESG Overview.” We intend to disclose on our website any amendment to, or waiver of, any provision of this code applicable to our Directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or The NASDAQ Stock Market LLC (“Nasdaq”).

Governance Documents

•

Code of Business Conduct and Ethics

•

Corporate Governance Guidelines

Committee Charters

•

Audit Committee Charter

•

Nominating, Governance & Sustainability Committee Charter

•

Compensation Committee Charter

Director Independence

Our Board has determined that the Director nominees and other incumbent Directors are “independent” as such term is defined in the applicable listing standards of Nasdaq, with the exception of Matthew Moschner, who is an executive officer of Cognex. In making this determination, the Board considered that Dr. Lee is the President and Chief Executive Officer of MKS, Inc., Mr. Lawande is President and Chief Executive Officer of Visteon Corporation, and Mr. Papadimitriou is the Executive Chairman of Celli S.p.A., each of which is a company with which Cognex has done business, all through arm’s length, ordinary course transactions, in amounts immaterial to the companies and in which Dr. Lee, Mr. Lawande and Mr. Papadimitriou, as applicable, have no material interest.

Board Leadership Structure

The positions of Chief Executive Officer and Chairman of the Board were separated in March 2011. Anthony Sun was appointed Chairman of the Board in May 2021. Mr. Sun provides an independent voice on the Board in addition to his deep knowledge of Cognex acquired through his tenure on our Board. Mr. Sun continues to lead executive sessions of the independent Directors, which occur regularly. Our Board believes that this leadership structure (specifically, maintaining the separation of the CEO and Chairman roles), promotes the proper balance of leadership and direction for the Board and management that assists the Board in the administration of its risk oversight responsibilities.

The Board’s Role in Risk Oversight

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.

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.

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.

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.

Policy on Pledging, Hedging and Trading of Cognex Stock

The company has an insider trading policy governing the purchase, sale and other disposition of Cognex securities that applies to our personnel, including officers, directors, employees of the company and its subsidiaries, and other covered persons. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the company. In particular, our insider trading policy governs the timing and type of transactions in Cognex stock by our Board and certain Cognex employees who have regular access to material

non-public

information, including our executive officers (collectively, “Insiders”). For example, Insiders are prohibited from trading in Cognex securities during designated “quiet periods.” Among other provisions, the policy:

•

prohibits our Directors and any Cognex employee, including our executive officers, from engaging in short sales of Cognex stock (with violators subject to immediate termination);

•

prohibits our Directors and executive officers from trading in exchange-traded options for Cognex stock or any other derivative security designed to hedge or offset risk of a decline in the market value of Cognex stock; and

•

prohibits our Directors and executive officers from pledging Cognex stock as collateral for a loan without the approval of the Compensation Committee of the Board.

It also is the company’s policy to comply with applicable insider trading laws, rules and regulations, and any exchange listing standards when engaging in transactions in Cognex securities.

Shareholder Communications with the Board

Shareholders who wish to communicate with our Board or with a particular Director may send a letter to the Secretary of Cognex

Corporation

at One Vision Drive, Natick, Massachusetts 01760. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” The letter should clearly state whether the intended recipients are all members of our Board or certain specified individual Directors. The Secretary will make copies of all letters and circulate them to the appropriate Director(s).

Board Meetings, Committees and Attendance

Our Board held six meetings in 2025. During 2025, each Director attended at least 75% of the total number of meetings of the Board held during the period the Director served on the Board and meetings of the committees on which such Director served during the period the Director served on the Board. Our Directors are strongly encouraged to attend the annual meeting of shareholders or any special meeting in lieu of the annual meeting; however, we do not have a formal policy with respect to attendance at that meeting. All of our Directors serving on the Board at that time attended the 2025 Annual Meeting of Shareholders held on April 30, 2025.

The Board has three standing committees: the Compensation Committee, the Audit Committee and the Nominating, Governance, and Sustainability Committee. Each committee acts according to a written charter approved by the Board. The charters are available on our website at

www.cognex.com

under “Company—Investors—Governance—Governance Documents.” Each Director who served on a Board committee during 2025 was “independent” as such term is defined in the applicable listing standards of Nasdaq and SEC rules. The agenda for committee meetings is determined by its Chair in consultation with the other members of the committee and management. The Chair reports the actions and determinations of the committee to the full Board on a regular basis.

The following table provides current committee membership information for each of the Board committees:


Name (1)	Compensation	Audit	Nominating, Governance, and Sustainability
Sami Atiya			X
Christopher Donato	X
Sachin Lawande		X	X
John T.C. Lee	*	X
Angelos Papadimitriou		X
Marjorie T. Sennett		*
Anthony Sun	X		*

*	Committee Chair

X	Committee Member

(1)	Dr. Dianne Parrotte served as a member of each of the Compensation Committee and the Nominating, Governance, and Sustainability Committee during 2025 and until her retirement from the Board, effective March 2, 2026.

Compensation Committee

In accordance with its written charter, the Compensation Committee:

•

Discharges the Board’s responsibilities relating to the compensation of Cognex’s executives, including the determination of the compensation of our Chief Executive Officer and other executive officers;

•

Oversees our overall compensation structure, policies and programs;

•

Administers our stock option and equity incentive plans;

•

Periodically reviews the level of equity ownership of our executive officers and Directors to determine compliance with our Stock Ownership Guidelines; and

•

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

Since 2020, the Compensation Committee has engaged the independent compensation consulting services of Pay Governance LLC (“Pay Governance”). Pay Governance reports directly to the Compensation Committee and assists it in evaluating and designing our executive and Director compensation programs and policies. During 2025, Pay Governance reviewed and provided market information and analysis regarding the competitiveness of our executive and Director compensation program design and our award values in relationship to our performance and peer group. Additionally, Pay Governance provided market data and regulatory updates as well as governance best practices. Pay Governance attends committee meetings, as requested, and communicates with the chair of the Compensation Committee and our Executive Vice President of Employee Services between meetings; however, the Compensation Committee makes all of our executive compensation decisions. Pay Governance is retained only by the Compensation Committee and does not provide any other consulting services to the company. Additional information about the Compensation Committee’s role in setting executive compensation and the services Pay Governance performed for the Compensation Committee in 2025 is described in our “Compensation Discussion and Analysis” section below.

The Compensation Committee regularly reviews the services provided by Pay Governance and believes that Pay Governance is independent in providing compensation consulting services. The Compensation Committee conducted a specific review of its relationship with Pay Governance in 2025, and determined that Pay Governance’s work for the committee did not raise any conflicts of interest, consistent with the regulations adopted by the SEC and Nasdaq. In addition, Pay Governance delivered a letter to the Compensation Committee certifying to its independence in accordance with the independence standards of the SEC and Nasdaq.

Our Chief Executive Officer, other Cognex executives, and the Cognex Employee Services Department also support the Compensation Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding Cognex’s compensation programs. In addition, our Chief Executive Officer makes recommendations to the Compensation Committee on an annual basis regarding salary increases, potential bonuses, and equity-based awards for each of our other executive officers. Our Chief Executive Officer is not present during voting or deliberations concerning his compensation. Our Chief Executive Officer has also been delegated the authority to approve stock options, restricted stock unit awards and other equity-based awards to non-executive employees of Cognex not to exceed 80,000 shares to any one individual in the aggregate per calendar year.

The Compensation Committee has sole authority under its charter to retain, approve fees for, determine the scope of the assignment of, and terminate advisors and consultants as it deems necessary to assist in the fulfillment of its responsibilities. The Compensation Committee utilizes independent third-party benchmarking surveys acquired by Cognex and, as described above, may retain compensation consultants from time to time.

Committee meetings are regularly attended by our Executive Vice President of Employee Services, Sheila DiPalma, except when her compensation is being discussed, and may also include other executives at the invitation of the Compensation Committee. The Compensation Committee also meets in executive session as appropriate. The Compensation Committee met five times in 2025.

The full Board determines the compensation of our Directors, after considering any recommendations of the Compensation Committee.

Further information regarding the processes and procedures of the Compensation Committee for establishing and overseeing our executive compensation programs is provided under the heading “Compensation Discussion and Analysis.”

Audit Committee

In accordance with its written charter, the Audit Committee’s general responsibilities include, among other things, the following:

•

Appointing, compensating, retaining, terminating, and overseeing the work of Cognex’s independent registered public accounting firm;

•

Reviewing the qualifications, performance and independence of Cognex’s independent registered public accounting firm;

•

Reviewing our audited and unaudited financial statements;

•

Reviewing the adequacy and effectiveness of our internal control over financial reporting with management, our internal audit team and our independent registered public accounting firm;

•

Reviewing and authorizing both audit and non-audit services and related fees to be provided to Cognex by its independent registered public accounting firm;

•

Reviewing and approving related party transactions; and

•

To the extent deemed necessary by the Audit Committee to carry out its responsibilities, engaging independent counsel and other advisors and determining the compensation payable to them.

For 2025, among other functions, the Audit Committee reviewed with our independent registered public accounting firm the scope of the audit for the year, the results of the audit when completed and the independent registered public accounting firm’s fees for services performed. The Audit Committee also appointed the independent registered public accounting firm and reviewed with management various matters related to our internal controls. The Board delegated responsibility for oversight of risks from cybersecurity threats to the Audit Committee. The Audit Committee receives reports from the company’s Information Security Team on at least an annual basis. The Audit Committee held five meetings during 2025.

The Board has determined that all members of the Audit Committee are financially literate, and that Ms. Sennett qualifies as an “audit committee financial expert” under the rules of the SEC.

Nominating, Governance, and Sustainability Committee

In accordance with its written charter, the Nominating, Governance, and Sustainability Committee is responsible for identifying individuals qualified to serve as members of the Board and recommending to the Board nominees for election as Directors at each annual meeting of shareholders and when vacancies in the Board occur for any reason. The Nominating, Governance, and Sustainability Committee is also responsible for developing and recommending to the Board a set of corporate governance guidelines to assist and guide the Board in the exercise of its responsibilities, periodically reviewing these guidelines and recommending changes deemed appropriate, and coordinating any evaluations of the Board and its committees. Further, the Committee is responsible for the general oversight of Cognex’s environmental, social and governance (“ESG”) strategy, practices and policies, including the consideration of emerging ESG trends that may affect the business, operations, performance or reputation of Cognex. The Nominating, Governance, and Sustainability Committee met three times during 2025.

In February 2026, the Board met and, upon the recommendation of the Nominating, Governance, and Sustainability Committee, recommended the Director nominees for election at the meeting. Matthew Moschner, Angelos Papadimitriou, and Christopher Donato have been nominated for election to the Board.

Compensation Committee Interlocks and Insider Participation

During 2025, Dr. Lee, Dr. Parrotte, and Mr. Sun served on the Compensation Committee. No member of the Compensation Committee served as an officer or employee of Cognex or any of its subsidiaries, nor, other than Dr. Lee as described above, had any business relationship or affiliation with Cognex or any of its subsidiaries during 2025 other than his or her service as a Director.

Certain Relationships and Related Party Transactions

In accordance with its written charter, the Audit Committee conducts an appropriate review of all related party transactions for potential conflict of interest situations on an ongoing basis, and the approval of the Audit Committee is required for all related party transactions. Since the beginning of 2025, there were no related party transactions, and there are not currently any proposed related party transactions, that would require disclosure under SEC rules. Under our Code of Business Conduct and Ethics, any transaction or relationship engaged in by our employees that reasonably could be expected to give rise to a conflict of interest should be reported promptly to our Compliance Officer, who may notify our Board or a committee thereof as he or she deems appropriate. Actual or potential conflicts of interest involving a Director or executive officer are required to be disclosed directly to the Chairman of our Board.

Director Skills Matrix

The following director skills matrix summarizes the breadth of experience, expertise, and perspectives represented on the Cognex Board of Directors. The matrix highlights key competencies that the Board considers important to effective oversight of Cognex’s strategy, operations, and governance. The matrix is intended to illustrate how the directors’ collective skills and backgrounds support the Board’s ability to oversee management, guide long-term strategy, and represent the interests of shareholders, rather than to suggest that any individual director does not possess aspects of all of the listed qualifications.

Industry /
Market
Expertise

Financial

Corporate
Gov.

Leadership

Merger &
Acquisition

Technology
Dev.

Human
Capital &
Culture

Global
Ops.

Name

Matthew Moschner

●

Anthony Sun

●

Sami Atiya

●

Christopher Donato

●

Sachin S. Lawande

●

John T.C. Lee

●

Angelos Papadimitriou

●

Marjorie T. Sennett

●

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, continue

SEC Form DEF 14A filed by Cognex Corporation