Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 3, 2021, the Board of Directors (the “Board”) of Cognex Corporation (the “Company”) authorized an increase to the number of directors
on the Board from six to seven and appointed Marjorie T. Sennett as a director of the Company, both actions effective immediately. The Board appointed Ms. Sennett to the class of directors whose term ends in 2024 to serve in accordance with
the bylaws of the Company and until her successor is duly elected and qualified. Ms. Sennett shall serve on the Audit Committee of the Board of Directors. A copy of the press release announcing Ms. Sennett’s appointment is attached hereto
as Exhibit 99.2 and is hereby incorporated by reference.
Ms. Sennett, 61, currently serves as a member of the Board of Directors and Chair of the Audit Committee of The diaTribe Foundation, a private
entity focused on improving the outcomes of people with diabetes. From 2014 to 2018, she was a director and member of the Audit Committee at QuinStreet, Inc. (Nasdaq: QNST), a performance marketing technology company. Named one of “20 Women
in Finance You Should Add to Your Company’s Board” by Business Insider, Ms. Sennett previously served as a managing director of Farallon Capital Management, LLC. Before that, she was Chief Financial Officer at eGroups, Inc., where she
co-led the sale of the company to then publicly held Yahoo! Inc., and at Amylin Pharmaceuticals, Inc., where she led the company’s initial public offering and multiple follow-on public offerings. Ms. Sennett holds a B.A. from Vanderbilt
University, and an M.B.A. from Stanford University.
Ms. Sennett’s qualifications for sitting on the Board of Directors include her public board experience, extensive knowledge of corporate finance
and financial reporting, financial leadership for fast-growing companies in the biotechnology and technology sectors, and experience as an institutional investor.
For her service on the Board, Ms. Sennett will receive an annual stipend of $50,000, and for her service on the Audit Committee, Ms. Sennett will
receive an additional annual stipend of $10,000. Further, subject to Board approval, Ms. Sennett will receive annual equity awards under the Company’s 2007 Stock Option and Incentive Plan (the “2007 Plan”) consistent with the Company’s
other non-employee Board members. Ms. Sennett will receive an initial equity award under the 2007 Plan of restricted stock units (“RSUs”) having an economic value of approximately $44,500 on the date of grant. These RSUs will vest over
three years: 20% on the first anniversary of the grant date; 30% on the second anniversary; and 50% on the third anniversary. Ms. Sennett will enter into the Company’s standard indemnification agreement, which has been previously entered
into with each of the Company’s directors and the form of which has been filed by the Company with the SEC
There is no arrangement or understanding between Ms. Sennett and any other person pursuant to which she was selected as a director, nor is the
Company aware, after inquiry of Ms. Sennett, of any related-person transaction or series of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.