COGNEX CORP 8-K

What Happened
Cognex Corporation announced the appointment of Dr. Sami Atiya and Mr. Chris Donato to its Board of Directors, effective March 2, 2026. Dr. Atiya was appointed to the class of directors with a term expiring at the 2028 annual meeting; Mr. Donato to the class with a term expiring at the 2026 annual meeting. In conjunction with these appointments, directors Robert Willett and Dr. Dianne Parrotte will retire from the Board effective March 2, 2026. Dr. Atiya (age 62) most recently served in leadership roles at ABB and formerly at Siemens; Mr. Donato (age 60) currently serves as President & Chief Revenue Officer of Zendesk and previously held senior sales roles at Celonis and Oracle.

Key Details

• Appointments effective: March 2, 2026; retirements (Willett, Parrotte) effective same date.
• Board terms: Dr. Sami Atiya — term expires at 2028 annual meeting; Chris Donato — term expires at 2026 annual meeting.
• Committee roles and cash retainer: each new director receives an annual cash retainer of $50,000; Dr. Atiya expected to serve on the Nominating, Governance & Sustainability Committee (additional $5,000/year); Mr. Donato expected to serve on the Compensation Committee (additional $8,000/year).
• Equity and indemnification: each will receive an initial RSU award under the 2023 Plan with an economic value of ~ $275,000 (vests in full one year after grant); both will enter the Company’s standard director indemnification agreement.

Why It Matters
These filings show a board refresh at Cognex with two experienced executives joining—one with deep robotics/automation and industrial systems experience (Atiya) and one with enterprise software and global sales leadership (Donato). For investors, the moves are governance- and board-composition events (not financial results) that may influence oversight and expertise available to management. Compensation for the new directors is in line with typical non-employee director pay (cash retainer plus RSUs) and is disclosed in the 8-K.