Form 4: Cognex EVP DiPalma Reports Stock, Option Transactions
Insider Transaction Report
Cognex Corporation's EVP of Employee Services, Sheila Marie DiPalma, reported the vesting of restricted stock units, acquisition of common stock, and new grants of stock options and restricted stock units.
Summary
- Sheila Marie DiPalma, EVP, Employee Services at Cognex Corporation, reported transactions involving company common stock and derivative securities.
- On February 18, 2026, 3,027 shares of common stock were acquired upon the vesting of restricted stock units.
- Concurrently, 1,022 shares of common stock were disposed of at $56.72 per share to cover tax withholding obligations related to the RSU vesting.
- On February 17, 2026, DiPalma was granted 13,557 non-qualified stock options with an exercise price of $57.09, which will vest in five approximately equal annual installments.
- Also on February 17, 2026, 13,138 restricted stock units were granted, vesting approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date, respectively.
- Following these reported transactions, DiPalma directly beneficially owns 8,587 shares of common stock.
- The filing also details various existing non-qualified stock options and restricted stock units held by DiPalma from previous grants.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a routine executive compensation filing, reflecting ongoing equity grants and vesting. The net increase in potential future ownership through new grants is mildly positive, while tax-related dispositions are standard.
Positives
- Acquisition of 3,027 shares of common stock through RSU vesting, increasing direct ownership.
- Grant of 13,557 new non-qualified stock options, providing future equity upside potential tied to company performance.
- Grant of 13,138 new restricted stock units, representing future common stock awards that align executive interests with long-term shareholder value.
- The transactions reflect ongoing executive compensation and a continued alignment of management's interests with shareholder interests.
Negatives
- Disposition of 1,022 shares of common stock at $56.72 per share to satisfy tax withholding obligations, resulting in a reduction of direct share count.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that executive compensation, particularly through equity awards like stock options and restricted stock units, is a standard practice across the technology and industrial automation sectors, aiming to align management incentives with long-term shareholder value.
Comparison to Industry Standards
- StockSavvy.ai observes that the mix of stock options and restricted stock units for executive compensation is consistent with practices at comparable technology and automation companies such as Rockwell Automation (ROK) or Keyence Corporation (6861.T).
- The vesting schedules, typically over several years, are also standard for retaining talent and promoting long-term performance within the industry.
Stakeholder Impact
- Shareholders: Executive compensation through equity awards aligns management's interests with shareholder value creation over the long term.
- Employees: The EVP of Employee Services receiving equity compensation can signal a commitment to competitive compensation practices within the company, potentially impacting employee morale and retention.
Key Dates
| Date | Description |
|---|---|
| 02/21/2018 | Grant date for 12,500 Non-Qualified Stock Options with an exercise price of $38.39. |
| 11/01/2018 | Grant date for 64,000 Non-Qualified Stock Options with an exercise price of $62.48. |
| 02/19/2020 | Grant date for 64,000 Non-Qualified Stock Options with an exercise price of $51.49. |
| 02/18/2021 | Grant date for 80,000 Non-Qualified Stock Options with an exercise price of $50.94. |
| 02/22/2023 | Grant date for 44,823 Non-Qualified Stock Options with an exercise price of $64.43. |
| 02/21/2024 | Grant date for 56,466 Non-Qualified Stock Options with an exercise price of $47.21 and 5,295 Restricted Stock Units. |
| 02/18/2025 | Grant date for Restricted Stock Units that vested on February 18, 2026. |
| 02/20/2025 | Grant date for 68,541 Non-Qualified Stock Options with an exercise price of $39.44 and 10,142 Restricted Stock Units. |
| 10/30/2025 | Grant date for 100,000 Non-Qualified Stock Options with an exercise price of $65.90. |
| 02/17/2026 | Grant date for 13,557 Non-Qualified Stock Options with an exercise price of $57.09 and 13,138 Restricted Stock Units. |
| 02/18/2026 | Vesting of 3,027 Restricted Stock Units, acquisition of 3,027 common shares, and disposition of 1,022 common shares for tax withholding. |
| 02/19/2026 | Signature date of the reporting person. |
| 02/17/2027 | First vesting anniversary for 13,557 Non-Qualified Stock Options granted on 02/17/2026 and 13,138 Restricted Stock Units granted on 02/17/2026. |
| 02/21/2027 | Expiration date for 12,500 Non-Qualified Stock Options granted on 02/21/2018. |
| 11/01/2027 | Expiration date for 64,000 Non-Qualified Stock Options granted on 11/01/2018. |
| 02/18/2028 | Third vesting anniversary for Restricted Stock Units granted on 02/18/2025. |
| 02/17/2029 | Third vesting anniversary for 13,138 Restricted Stock Units granted on 02/17/2026. |
| 02/19/2029 | Expiration date for 64,000 Non-Qualified Stock Options granted on 02/19/2020. |
| 02/18/2030 | Expiration date for 80,000 Non-Qualified Stock Options granted on 02/18/2021. |
| 10/30/2030 | Expiration date for 100,000 Non-Qualified Stock Options granted on 10/30/2025. |
| 02/22/2032 | Expiration date for 44,823 Non-Qualified Stock Options granted on 02/22/2023. |
| 02/21/2033 | Expiration date for 56,466 Non-Qualified Stock Options granted on 02/21/2024. |
| 02/20/2034 | Expiration date for 68,541 Non-Qualified Stock Options granted on 02/20/2025. |
| 02/18/2035 | Expiration date for 41,460 Non-Qualified Stock Options. |
| 02/17/2036 | Expiration date for 13,557 Non-Qualified Stock Options granted on 02/17/2026. |
Keywords
Cognex, CGNX, Form 4, insider trading, executive compensation, stock options, restricted stock units, equity awards, beneficial ownership, Sheila DiPalma
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