ipgp-20260330

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Rule 14a-101)

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.__ )


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CHECK THE APPROPRIATE BOX:
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¨						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material Pursuant to Section 240.14a-12

IPG Photonics Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


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

Notice of Annual Meeting of Stockholders



DATE AND TIME May 12, 2026 10:00 a.m. (Eastern Time)	LOCATION IPG Photonics Corporation 377 Simarano Drive Marlborough, Massachusetts 01752	WHO CAN VOTE Only stockholders of record at the close of business on March 20, 2026 may vote at the Annual Meeting

Voting Items

Proposals

Board Vote Recommendation

For Further Details

Election of ten directors named in this proxy statement

FOR each nominee

Page 8

Advisory Vote to Approve our Executive Compensation

FOR

Page 31

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026

FOR

Page 51

Stockholders will also transact any other business that may properly come before the meeting.

You may vote on these matters in person or by proxy. Whether or not you plan to attend the annual meeting of stockholders, we ask that you promptly vote your shares.

By order of the Board of Directors

IPG PHOTONICS CORPORATION

ANGELO P. LOPRESTI
Secretary

March 20, 2026

Marlborough, Massachusetts

How to Vote



INTERNET Go to www.investorvote.com/ipgp or scan the QR code contained in the attached proxy card	TELEPHONE 1-800-652-VOTE (8683)	MAIL Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope



As permitted by the rules of the United States Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement and Annual Report on Form 10-K available to stockholders electronically via the Internet at investor.ipgphotonics.com. On or about April 2, 2026, we will mail to most of our stockholders a notice (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report and to vote via the Internet or by telephone. Other stockholders, in accordance with their prior requests, will receive e-mail notifications of how to access our proxy materials and vote via the Internet or by telephone, or will be mailed paper copies of our proxy materials and a proxy card on or about April 2, 2026.

2026 Annual Letter

March 20, 2026

Dear Stockholders,

IPG Photonics’ leadership in fiber lasers was built on bold technical vision, relentless engineering, and a deep commitment to innovation. Today our focus is ensuring that this foundation is matched by operational discipline, strategic clarity, and consistent execution that drives long‑term shareholder value.

Over the past two years, we have taken deliberate steps to strengthen the company and position IPG for sustainable growth. We are evolving toward a team-led operating model that preserves our entrepreneurial spirit while enhancing accountability, speed, and rigor. By streamlining operations, improving decision‑making, and accelerating product development, we are building a more consistent, resilient organization — one that performs with greater predictability.

Our strategy remains focused on two priorities: strengthening our position in core industrial applications and expanding into new non-industrial applications and markets where laser-based solutions offer meaningful cost and performance advantages compared with incumbent approaches.

During the year, we began shipping a new generation of high-power, rack-integrated lasers to cutting OEMs, delivering improved performance, smaller footprints, and lower manufacturing costs. We also continued moving up the subsystems and systems value chain within high-value applications where IPG’s differentiation is strongest, such as welding and battery manufacturing, driven by our integrated portfolio of lasers, beam delivery, and weld monitoring technologies.

At the same time, we are expanding industrial applications where we can convert incumbent non‑laser processes to laser‑based solutions that deliver superior precision, efficiency, and sustainability. Cleaning is an excellent illustration of this shift. Customers are replacing chemical and abrasives with our laser solutions because they are faster, easier to automate, and more environmentally responsible. The cleanLASER acquisition has broadened our capabilities in this area, and we are already realizing revenue synergies as we scale these solutions globally.

We also made meaningful progress advancing our non‑industrial growth initiatives, particularly in medical, micromachining, and advanced applications, including defense. In medical, we received FDA clearance for our next-generation thulium urology system featuring proprietary StoneSense™ technology, with shipments beginning in the fourth quarter of 2025. In micromachining and semiconductor markets, we continue to deepen our engagement as customers develop next‑generation platforms. In defense, we introduced the CROSSBOW™ C-UAS system, a scalable and cost‑effective laser defense system designed to counter Group I and Group II drone threats. While still early, customer engagement has been encouraging, and we see meaningful long-term potential.

Financially, we ended 2025 with positive momentum. Fourth‑quarter revenue exceeded expectations, increasing 17% year-over-year and 9% sequentially. Full‑year sales grew 3%, marking our first year of revenue growth since 2021, driven by stabilizing industrial demand and strong execution in medical and advanced applications.

We closed the year with a strong balance sheet, including $839 million in cash, cash equivalents, and short-term investments, $77 million in long-term investments, and no debt. This gives us flexibility to invest strategically while navigating external uncertainties. Capital expenditures totaled $79 million, below initial expectations due to the timing of our fiber manufacturing expansion in Germany. During the year, we repurchased $50 million of our shares, bringing total buybacks to more than $1 billion over the past four years. Our Board also recently authorized a new $100 million share repurchase program.

As we enter 2026, order trends are healthy and industrial demand continues to improve. We are approaching the year with a differentiated portfolio, a strong balance sheet, and a more disciplined operating model. With clear priorities and focused execution, we are positioned to translate this improving environment into sustained, profitable growth.

I am grateful to our employees around the world whose dedication drives our progress every day, and to our customers and partners for their continued trust and support.

Sincerely,

Mark M. Gitin, Ph.D.
Chief Executive Officer
IPG Photonics Corporation

2 NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT

Table of Contents


			Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1
202 6 ANNUAL LETTER			2
ABOUT IPG			4
PROXY STATEMENT VOTING ROADMAP			5
PROPOSAL 1: ELECTION OF TEN DIRECTORS			8
Director Qualifications			9
Director Nominees			11
CORPORATE GOVERNANCE			17
Board Practices, Policies and Processes			17
Board Roles and Responsibilities			20
Board Structure			23
Standing Committees and Board Committee Membership			24
DIRECTORS			26
Board Refreshment and Composition			26
Director Compensation			28
PROPOSAL 2: ADVISORY VOTE TO APPROV E OUR EXECUTIVE COMPENSATION			31
Compensation Discussion and Analysis			32
202 5 Compensation of Named Executive Officers			34
Compensation Committee Report			44
Executive Compensation Tables			45
PROPOSAL 3 : RATIFY DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026			51
OTHER INFORMATION			53
Audit Committee Report			53
Common Stock Ownership			54
CEO Pay Ratio			55
Pay Versus Performance			56
Questions and Answers About the Meeting and Voting			60
Additional Information			63
APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES			65



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.

About IPG


Our 2025 Highlights

Financial Highlights

$1.004B

Revenue

38.0%

Gross Margin

31.1M

Net Income

$50M

Cash Returned to Stockholders

38.7%

Adjusted Gross Margin*

142.4M

Adjusted EBITDA*

* See Appendix A for information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

•Net sales increased by 3% in 2025, driven by stabilizing industrial demand coupled with strong execution in medical and advanced applications.

•Materials processing sales, which accounted for 86% of total revenue, remained stable with decreased cutting revenue being offset by increased sales in cleaning and additive manufacturing.

•Medical sales increased by 21% year over year, and advanced applications revenue was higher by 29% driven by increased sales in government, scientific, and semiconductor applications.

•Emerging growth products contributed 54% of total revenue in the fourth quarter of 2025, up from 48% in the fourth quarter of the prior year.

•Gross margin increased to 38.0% in 2025, driven by improved manufacturing cost absorption and a decrease in inventory provisions, partially offset by higher cost of products sold, increased shipping costs, and increased import duties.

•IPG finished the year with a strong balance sheet, with $839 million in cash, cash equivalents, and short-term investments and no debt as of December 31, 2025.

•IPG returned $50 million to stockholders through share repurchases.

Product Highlights

•Received FDA clearance for our next-generation thulium urology system featuring proprietary
StoneSense™ technology.

•Introduced the CROSSBOW™ C-UAS system, a scalable and cost‑effective laser defense system designed to counter Group I and Group II drone threats.

•Began shipping a new generation of high-power, rack-integrated lasers to cutting OEMs.

•Broadened our capabilities in cleaning following the cleanLASER acquisition.

•Continued to expand industrial applications where laser‑based solutions offer unique advantages over
incumbent technologies.

4 NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT

Proxy Statement Voting Roadmap

This voting roadmap highlights information available within our proxy statement.

Proposal
1

Election of Ten Directors

The Board has nominated the following 10 individuals for election to the Board:

☑

The Board recommends a vote FOR each director nominee named in this Proxy Statement.

Gregory Beecher

Jeanmarie Desmond

Gregory Dougherty

Mark Gitin

Kolleen Kennedy

Eric Meurice

Natalia Pavlova

John Peeler

Eugene Scherbakov

Agnes Tang

See page 8

Director Nominee Qualifications and Attributes


DIRECTOR INDEPENDENCE	BOARD REFRESHMENT	AGE

7/10 Director Nominees are Independent*	8 years Average Tenure	64 years Average Age

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

Key Skills and Experience

Lasers and

Technology

Risk
Management

Global

Business

Executive
Leadership

Manufacturing

and Operating

Business
Development
and M&A

See page 9 for a matrix of the nominees' individual strategic skills and core competencies.

Proxy Statement Voting Roadmap

Proposal
2

Advisory Vote to Approve Our

Executive Compensation

☑

The Board recommends a vote FOR Proposal 2

See page 31

2025 Executive Compensation Highlights

As further discussed in Compensation Discussion and Analysis starting on page 32, 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 2025 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 2025 compensation components at target for our Chief Executive Officer ("CEO") and the average for our other NEOs as a group.

CEO

OTHER NEOs

Stockholder-Minded Compensation Practices



PRACTICES WE EMPLOY						PRACTICES WE AVOID

ü Align our officer pay with performance ü Balance annual and long-term incentives ü Use long-term incentives to link executive pay to Company performance ü Cap on annual incentive compensation and performance-based equity payouts ü Annual risk assessment of compensation program ü Independent compensation consultant ü Stock ownership requirements ü Clawbacks on executive compensation ü Anti-pledging policy and anti-hedging policy applicable to all executives and directors						û No guaranteed annual incentive plan bonuses û No 280G excise tax gross-ups for change in control payouts û No excessive perquisites û No single-trigger change in control payments or benefits û No stock option repricing without stockholder approval û No supplemental executive retirement plans, executive pensions or excessive retirement benefits

6 NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT

Proxy Statement Voting Roadmap

Proposal
3

Ratify Deloitte & Touche LLP as Our

Independent Registered Public

Accounting Firm for 2026

☑

The Board recommends a vote FOR Proposal 3

See page 51

The Audit Committee has appointed Deloitte & Touche LLP, an independent registered public accounting firm, as the independent auditors to perform an audit of the Company's consolidated financial statements and internal control over financial reporting for the year ended December 31, 2026. The Board believes obtaining stockholder ratification of the appointment is a sound corporate governance practice and recommends that stockholders ratify the appointment of Deloitte & Touche LLP because it continues to perform at a high level and remains independent and objective.



Proposal 1			Election of Ten Directors

Stockholders are being asked to elect the following ten directors to terms ending with the annual meeting of stockholders to be held in 2027, until a successor is elected and qualified or until his or her earlier death, resignation or removal. The Board nominated each of these individuals for election at the 2026 annual meeting of stockholders upon the recommendation of the Nominating and Corporate Governance Committee (the "NCGC"). Each nominee is currently a director of our Company. All of the director nominees set forth in the proxy card have consented to being named in this Proxy Statement and to serving if elected. Please see the following pages for additional information on the director nominees.

Director Nominees

Committee Membership

Name and Principal Occupation

Age

Director Since

NCGC

Gregory Beecher IND

Former CFO, Teradyne, Inc.

2023

●

Jeanmarie Desmond IND

Former EVP and CFO, DuPont de Nemours, Inc.

2021

●

Gregory Dougherty IND

Former CEO, Oclaro, Inc.

2019

●

Mark Gitin, Ph.D.

Chief Executive Officer

2024

Kolleen Kennedy IND

Former President, Proton Solutions & Chief Growth Officer at Varian Medical Systems

2023

●

Eric Meurice IND

Former President, CEO and Chairman, ASML Holding NV

2014

●

Natalia Pavlova

Significant stockholder

2021

John Peeler IND, Non-Executive Chair of the Board

Former Chairman and CEO, Veeco Instruments, Inc.

2012

●

Eugene Scherbakov, Ph.D.

Former CEO

2000

Agnes Tang IND

Partner, Ducera Partners LLC

2022

●


AC Audit Committee	●	Chair
CC Compensation Committee	●	Member
NCGC Nominating and Corporate Governance Committee
IND Independent director under Nasdaq and SEC rules

8 NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT


Director Qualifications

The NCGC is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at the annual meeting of stockholders. In considering each director nominee and the composition of the Board as a whole, the NCGC evaluates members based on their expertise and variety of perspectives, experiences, qualifications, attributes and skills.

The following chart summarizes the strategic skills and experience that the Board considers valuable to effective governance and successful oversight of our corporate strategy and illustrates how the director nominees individually and collectively represent these key skills and experiences. Descriptions of the skills and experience are on the following page. The lack of an indicator for a particular item does not mean that the director does not possess that skill or experience; rather, the indicator represents that the item is a core skill or experience of that director.

Skills and Experience

Beecher

Desmond

Dougherty

Gitin

Kennedy

Meurice

Pavlova

Peeler

Scherbakov

Tang

Lasers and

Technology

●

Financial Literacy

●

Global Business

●

Manufacturing
and Operating

●

Business

Development
and M&A

●

Risk Management

●

Executive

Leadership

●

Other Public
Company Boards

●

Non-Corporate

Experience

●

Director Qualifications

Description of Strategic Skills and Strengths

We believe the Board is more effective by collectively having a mix of competencies and skills and our recent refreshment has improved the mix of experience.

Lasers and Technology

We have sought directors with management and operational experience in the industries in which we compete. For example, in 2023 we added a director with experience in automation and electronics and a director with experience in the medical device industry. As a diversified technology, science-based company, directors with technology backgrounds understand the Company’s technology platforms and the importance of investing in new technologies for future growth.

Financial Literacy

Knowledge of finance or financial reporting; experience with debt/capital market transactions and/or mergers and acquisitions strengthen the Board’s oversight of financial reporting and internal controls. Financial metrics are used to measure our performance. All directors must understand finance and financial reporting processes. Two of the Audit Committee members qualify as “audit committee financial experts.”

Global Business

Global business experience is critical to the Company’s international operations and growth with a substantial majority of our sales coming from customers outside the U.S. Knowledge of Asian and European business practices is valuable to understanding our business and strategy.

Manufacturing and Operating

As a vertically-integrated company, manufacturing experience and customer service on a global scale are important to understanding the operations and capital needs of the Company.

Business Development and M&A

We have used and will continue to use acquisitions to achieve our strategic goals. Directors with experience in business development and mergers and acquisitions provide valuable perspectives regarding process, due diligence, risk assessment and integration of potential partners.

Risk Management

In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the Company, including cybersecurity risk, we continue to require directors with experience in risk management and oversight.

Executive Leadership

Significant leadership experience, including service as a CEO, senior executive, division president or functional leader within a complex organization enhances the Board’s leadership role.

Other Public Company Boards

Directors with current or recent membership on other public company boards provide valuable perspectives in many areas including operations, strategy, governance and compensation.

Non-Corporate Experience

Experience in nonprofit, governmental, and academic organizations complements traditional corporate leadership backgrounds and contributes additional perspective to the Board’s oversight responsibilities. Such experience provides familiarity with regulatory frameworks, public policy considerations, and stakeholder engagement matters, supporting the Board’s evaluation of risk, strategy, and long-term value creation.

10 NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT


Director Nominees

05 PRO013584_photo_director nominees_Beecher.jpg

Mr. Beecher joined IPG’s Board in January 2023. Mr. Beecher previously served as a Vice President and Chief Financial Officer of Teradyne, Inc. ("Teradyne"), a supplier of automation equipment, from March 2001 to April 2019. Prior to Teradyne, Mr. Beecher served as an Audit Partner at PricewaterhouseCoopers LLP, a provider of business advisory services, from September 1993 to March 2001. He served as a director of MKS Instruments, Inc., a process control instrumentation company, from 2006 to 2020. He also served as a director of Hittite Microwave Corporation, a designer and manufacturer of high performance integrated circuits, modules, subsystems and instrumentation, from 2013 to 2014, and of MatrixOne, a product lifecycle management software provider, from 2003 to 2006, prior to their acquisitions by larger technology companies. Mr. Beecher has served as a trustee on the Isabella Stewart Gardner Museum, an art museum, since 2020. He was previously a licensed Certified Public Accountant in Massachusetts and Vermont from July 1985 to June 2013 and from December 1993 to July 1999, respectively. Mr. Beecher holds a B.S. from the University of Hartford and an M.S. in accounting from Northeastern University.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS

Mr. Beecher’s extensive financial background, including his previous experience as an audit partner at a public accounting firm and his role as Chief Financial Officer of a publicly traded technology company, as well as his prior service as an outside director to public companies, provides valuable insights for our Board, the Audit Committee and the NCGC. Mr. Beecher is familiar with a large range of management, corporate and board responsibilities and brings valuable perspectives to the Board as an independent director.

Gregory Beecher

Independent

Director

AGE:

DIRECTOR SINCE:

2023

COMMITTEES:

Audit Committee

Nominating and Corporate Governance Committee

Lasers and

Technology

Financial

Literacy

Global

Business

Manufacturing

and Operating

Business

Development
and M&A

Risk

Management

Executive

Leadership

Other Public
Company

Boards

Non-
Corporate
Experience

05 PRO013584_photo_director nominees_Desmond.jpg

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:

DIRECTOR SINCE:

2021

COMMITTEES:

Audit Committee (Chair)

Compensation Committee

DIRECTORSHIP AT OTHER PUBLIC COMPANIES:

Sylvamo Corporation and Trinseo PLC

Financial

Literacy

Global

Business

Development

and M&A

Risk

Management

Executive

Leadership

Other Public

Company

Boards

Non-
Corporate
Experience

Director Nominees

Mr. Dougherty has served as a member of IPG's Board since January 2019. Mr. Dougherty served as a director of Infinera Corporation, a provider of optical transport networking equipment, software and services to telecommunications service providers and others, from January 2019 to February 2025. Mr. Dougherty served as a director of Fabrinet, a provider of advanced optical packaging and precision optical, electro-mechanical, and electronic manufacturing services to original equipment manufacturers of complex products, from February 2019 to January 2022. Mr. Dougherty served as Chief Executive Officer of Oclaro, Inc., a maker of optical components and modules for the long-haul, metro and data center markets, from June 2013 and has served as a director of Oclaro from April 2009, until its December 2018 acquisition. Prior to Oclaro, Mr. Dougherty served as a director of Avanex Corporation, a leading global provider of intelligent photonic solutions, from April 2005 to April 2009. Mr. Dougherty also served as a director of Picarro, Inc., a manufacturer of ultra-sensitive gas spectroscopy equipment using laser-based technology, from October 2002 to August 2013, and as its Interim Chief Executive Officer from January 2003 to April 2004. From February 2001 until September 2002, Mr. Dougherty was the Chief Operating Officer at JDS Uniphase Corporation (“JDS”), an optical technology company. Prior to JDS he was the Chief Operating Officer of SDL, Inc., a maker of laser diodes, from March 1997 to February 2001 when they were acquired by JDS. Mr. Dougherty serves on the boards of AvicenaTech, Corp., a privately held provider of advanced LED-based optical interconnects for computing since October 2024, and MaxLinear, Inc., a provider of radio frequency (RF), analog and mixed-signal integrated circuits, since March 2020. Mr. Dougherty earned a B.S. in optics from the University of Rochester.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS

Mr. Dougherty contributes to the Board significant leadership, operations, sales, marketing and general management experience in optics and components for telecommunications and other applications. For over three decades, Mr. Dougherty has worked in the optical and components industry and can provide the Board with insight into the industry and conditions in which the Company operates. Having been recently a CEO at a publicly-held company and now serving as a member on the boards of optical and electronics companies, he is familiar with a large range of management, corporate and board responsibilities and brings valuable perspectives to the Board as an independent director.

Gregory Dougherty

Independent Director

AGE:

DIRECTOR SINCE:

2019

COMMITTEES:

Compensation Committee (Chair)

Audit Committee

DIRECTORSHIP AT OTHER PUBLIC COMPANY:

MaxLinear, Inc.

Lasers and

Technology

Financial

Literacy

Global

Business

Manufacturing

and Operating

Business

Development

and M&A

Risk
Management

Executive

Leadership

Other Public

Company

Boards

Non-
Corporate
Experience

12 NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT

Director Nominees

Dr. Gitin became CEO of the Company and joined the Board of Directors on June 5, 2024. Prior to IPG, Dr. Gitin served as Executive Vice President and General Manager, Photonics Solutions Division of MKS Instruments, Inc. Dr. Gitin joined MKS in September 2017 as Vice President and General Manager of the Photonics Business Unit and in 2018, also assumed responsibility for the Instruments and Motion Business Unit. Prior to joining MKS, from March 1995 to September 2017, Dr. Gitin held various management positions covering a wide range of technologies at Coherent, Inc., including Vice President of Strategic Marketing, Vice President of Business Development, and Vice President and General Manager of the Diodes, Fibers and Systems Business Unit. Dr. Gitin holds a B.S. in Electrical Engineering from University of California, Davis and an M.Eng. and Ph.D. in Electrical Engineering from Cornell University.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS

Dr. Gitin has more than 30 years of experience in the lasers and optics sector and possesses extensive technical and scientific expertise. Dr. Gitin brings a strong track record as a strategic industry leader with the ability to identify and execute growth opportunities. As the Chief Executive Officer, Dr. Gitin reports to the Board and has responsibility for managing the general business and affairs of the Company as well as executing the Board-approved strategy. Dr. Gitin's service as chief executive officer of the Company provides the Board with direct knowledge and understanding of the Company’s operations and execution of strategy.

Mark Gitin, Ph.D.

Chief Executive Officer

AGE:

DIRECTOR SINCE:

2024

COMMITTEES:

None

Lasers and

Technology

Financial

Literacy

Global

Business

Manufacturing

and Operating

Business

Development

and M&A

Risk
Management

Executive

Leadership

05 PRO013584_photo_director nominees_Kennedy.jpg

Ms. Kennedy joined IPG’s Board in August 2023. Ms. Kennedy retired as President, Proton Solutions & Chief Growth Officer at Varian Medical Systems (“Varian”), a supplier of healthcare solutions and services, in December 2021. Ms. Kennedy served in several strategic roles at Varian over 24 years, including President, Proton Solutions and Chief Growth Officer from October 2018 to December 2021, Executive Vice President and President, Oncology Systems from October 2014 to September 2018, and Senior Vice President and President, Oncology Systems from October 2011 to September 2014. Prior to Varian, Ms. Kennedy was with Siemens Medical Systems and Radiation Oncology Computer Systems in oncology product sales and marketing. Ms. Kennedy serves as a member of the board of Partsol, a private artificial intelligence innovation firm, since May 2025, ICU Medical, Inc., manufacturer of medical technologies, since December 2021 and the non-profit Wayne State University Foundation since April 2018. Ms. Kennedy holds B.S. degrees in Radiation Oncology and Psychology from the Wayne State University and a M.S. in Medical Physics from the University of Colorado Denver.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS

Ms. Kennedy’s experience as a president and in other senior executive roles at healthcare equipment makers provides enhanced experience to help identify and nurture growth opportunities, strategic planning, and business development to the Board. Ms. Kennedy also possesses a strong blend of leadership experience, medical device industry-specific knowledge, operational, acquisition and strategic planning skills that provide the Board with an independent director with the requisite background to evaluate and guide the Company in addressing opportunities and challenges with our medical products and the markets we serve.

Kolleen Kennedy

Independent Director

AGE:

DIRECTOR SINCE:

2023

COMMITTEES:

Nominating and Corporate Governance Committee (Chair)

DIRECTORSHIP AT OTHER PUBLIC COMPANY:

ICU Medical, Inc.

Financial

Literacy

Global

Business

Manufacturing

and Operating

Business
Development
and M&A

Risk

Management

Executive
Leadership

Other Public
Company
Boards

Non-
Corporate
Experience

Director Nominees

Mr. Meurice has served as a member of IPG's Board since June 2014. Mr. Meurice was President and Chief Executive Officer of ASML Holding NV, a provider of semiconductor manufacturing equipment and technology, from October 2004 to June 2013, and chairman of the board of management until March 2014. From 2001 to 2004, he was Executive Vice President of the Thomson Television Division of Thomson, SA, an electronics manufacturer. From 1995 to 2001, he served as head of Dell Computer’s Western, Eastern Europe and EMEA emerging market businesses. Before 1995, he gained significant technology experience at ITT Semiconductors and at Intel Corporation. Mr. Meurice served on the boards of Global Blue Group Holding AG, a leader in currency and value added tax processing, from September 2020 to August 2025, Soitec S.A., a semiconductor materials manufacturer, from July 2018 to July 2024, UMICORE S.A., a recycling and materials company, from April 2015 to April 2023, NXP Semiconductors N.V., a semiconductor company, from April 2014 to June 2019, Meyer Burger Technology AG, a solar equipment vendor, from May 2018 to May 2019, ARM Holdings plc, a semiconductor intellectual property supplier, from July 2013 to March 2014, and Verigy Ltd., a manufacturer of semiconductor test equipment, until its acquisition by Advantest Corporation in 2011. Mr. Meurice has served on the board of Intel Corporation, a leading developer of process technology and a major manufacturer of semiconductors, since December 2024. Mr. Meurice also serves as chair of the supervisory board of Nearfield Instruments B.V., a privately held deliverer of in-line process control solutions to the semiconductor manufacturing industry, since March 2023. Mr. Meurice earned a Master’s degree in Mechanics and Energy Generation at the Ecole Centrale de Paris, a Master’s degree in Economics from la Sorbonne University, Paris, and an M.B.A. from the Stanford University Graduate School of Business.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS

Mr. Meurice has extensive skills and experience as a manager of several rapidly-growing, complex and global businesses in the capital equipment and electronics fields with several billions of dollars in revenues, most recently as former President and Chief Executive Officer of ASML Holding NV. He has experience managing a publicly-held company as well as experience serving on several public company boards in the equipment and technology fields. Mr. Meurice also has a record of proven leadership as a strategic thinker, operator and marketer at the businesses he managed.

Eric Meurice

Independent Director

AGE:

DIRECTOR SINCE:

2014

COMMITTEES:

Compensation Committee

Nominating and Corporate Governance Committee

DIRECTORSHIP AT OTHER PUBLIC COMPANIES:

Intel Corporation

Lasers and

Technology

Financial

Literacy

Global

Business

Manufacturing

and Operating

Business

Development

and M&A

Risk

Management

Executive

Leadership

Other Public

Company

Boards

14 NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT

Director Nominees

Ms. Pavlova has served as a member of IPG's Board since January 2021. She serves as a Trustee to the VPG Foundation, a family foundation supporting the philanthropic endeavors of IPG's founder, Valentin P. Gapontsev, and is a member of the Board of Trustees of Worcester Polytechnic Institute (WPI) since November 2024. Ms. Pavlova has served in a variety of roles at non-profit institutions including the Worcester Art Museum (WAM), The Willard House and Clock Museum, and the Rhode Island School of Design (RISD Museum). She also worked in sales and marketing roles at IPG previously. Ms. Pavlova holds a Qualification for Fine Art Critic and Historian of Art and Culture from the Russian State University for the Humanities, and an M.S. in Arts Administration from Boston University. She is the spouse of co-founder and Senior Vice President, Chief Scientist, Igor Samartsev.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS

As a significant stockholder with family association to founders of the Company as well as having served as an employee of the Company in sales and marketing, Ms. Pavlova’s membership on the Board provides it with further engagement by individuals having a long-term perspective and strong economic ties with the Company. Among her specific attributes that qualify her to serve as a member of the Board, Ms. Pavlova possesses extensive knowledge of our history and culture. Ms. Pavlova strengthens the connection between the Company’s founding members and our Board, thereby assisting in the alignment of the Board with the interests of all IPG stockholders. Her experience working for nonprofit organizations adds different perspectives to the boardroom.

Natalia Pavlova

AGE:

DIRECTOR SINCE:

2021

COMMITTEES:

None

Financial

Literacy

Non-
Corporate
Experience

05 PRO013584_photo_director nominees_Peeler.jpg

Mr. Peeler became IPG's non-executive Chair of the Board on October 29, 2021. Mr. Peeler was appointed to IPG's Board in 2012 and served as the Lead Independent Director from 2017 to 2021. Mr. Peeler has been acting CEO of Jumplights Corp., a privately held producer of LED horticultural lighting, since June 2021. He was previously the Chief Executive Officer of Veeco Instruments Inc. (“Veeco”) from July 2007 until September 2018, and Chairman or Executive Chairman of its board of directors from May 2012 until May 2020. Veeco is a developer and manufacturer of MOCVD, molecular beam epitaxy, ion beam and other advanced semiconductor processes equipment. He was Executive Vice President of JDS and President of the Communications Test & Measurement Group of JDS, which he joined upon the closing of JDS’s merger with Acterna, Inc. in August 2005. Before joining JDS, Mr. Peeler served as President and Chief Executive Officer of Acterna. He has a B.S. and M.E. in Electrical Engineering from the University of Virginia.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS

Over the course of his career, Mr. Peeler has managed several high-growth technology companies. In addition, he has developed managerial leadership skills through his former position as Chief Executive Officer of Veeco, a publicly-traded company with substantial international operations. His managerial positions have provided him with in-depth knowledge of the service needs of customers in demanding markets, including semiconductor capital equipment, various manufacturing models, research and development, marketing and sales. In these roles, he has also been responsible for attracting and incentivizing executives on his team. These experiences have provided him important insights in support of his positions as non-executive Chair and a member of the Compensation Committee.

John Peeler

Non-Executive Chair

Independent Director

AGE:

DIRECTOR SINCE:

2012

COMMITTEES:

Compensation
Committee

Lasers and

Technology

Financial

Literacy

Global

SEC Form DEF 14A filed by IPG Photonics Corporation