CEO Moschner's total reported compensation of approximately $8.1 million is elevated for a newly appointed CEO at an $8 billion technology company, but a large portion reflects one-time option grants tied to his promotion to President/COO and subsequent appointment as CEO — without these one-time awards the ongoing annual package is more moderate; approximately 80% of his target pay is variable and performance-linked (annual bonus tied to adjusted EBITDA, stock options requiring price appreciation, and performance stock awards tied to a three-year EBITDA margin target), satisfying the pay-mix standard. The prior say-on-pay vote received 74% support, which is above the 70% threshold that would require visible remediation, and the company did engage shareholders and made meaningful changes for 2026 (simplified bonus plan with objective financial metrics, reduced stock option weighting), demonstrating responsiveness; the clawback policy is in place and the pay-for-performance structure is not undermined by any grants that vest regardless of outcomes.

The proxy filing text provided does not include an auditor fee table with specific dollar amounts, so the non-audit fee ratio cannot be computed; per policy, when tenure is not determinable from the filing, the default is FOR with no tenure trigger applied; KPMG is a Big 4 firm appropriate for a company of Cognex's size and complexity; no material restatements were identified in the filing.