~~In 2015, the Company sold products amounting to $146,000 to Ultratech Inc. Mr. Child, a non-employee member of our Board, is a non-employee member of the Board of of Directors of Ultratech Inc.~~

BOARD OF DIRECTORS

Mr. William Hurley decided to not stand for re-election to our Board of Directors at our 2018 annual meeting. IPG Photonics extends its sincere appreciation to Mr. Hurley for the valuable contributions he provided to our Company and stockholders during his service as a member of our Board since 2006. The Board currently has set the number of directors at ~~nine.~~ten. The number of directors will be set at nine directors from and after the 2018 annual meeting.

Nominees for Director

The following table sets forth certain information as of the date of this proxy statement regarding the director nominees. Each of our incumbent directors, other than Mr. Hurley who decided to not stand for re-election, has been nominated by the Board for election at our ~~2016~~2018 annual meeting.

Valentin P. Gapontsev, Ph.D.

Director since 1998

Chief Executive Officer and Chairman of the Board

Age 7779

Dr. Gapontsev has been the Chief Executive Officer and Chairman of the Board of IPG since our inception. Prior to founding the company in 1990, Dr. Gapontsev served as senior scientist in laser material physics and head of the laboratory at the Soviet Academy of Science's Institute of Radio Engineering and Electronics in Moscow. In 2006, he was awarded the Ernst & Young^® Entrepreneur of the Year Award for Industrial Products and Services in New England, and in 2009, he was awarded the Arthur L. Schawlow Award by the Laser Institute of America. In 2011, he received the Russian Federation National Award in Science and Technology, and he was selected as a Fellow of the Optical Society of America. Dr. Gapontsev holds a Ph.D. in Physics from the Moscow Institute of Physics and Technology.

Key Attributes, Experience and Skills

He is the founder of the Company and has successfully led the Company and the Board since the Company was formed. In the roles of Chief Executive Officer and Chairman of the Board, he has been responsible for formulation and execution of IPG's strategy and providing leadership and oversight of IPG's business during a period of rapid and profitable growth, as well as business contractions. He has over thirty years of academic research experience in the fields of solid state laser materials, laser spectroscopy and non-radiative energy transfer between rare earth ions and is the author of many scientific publications and several international patents. His strategic foresight and entrepreneurial spirit along with his deep scientific understanding has guided the Company's continued growth and technology leadership. Under Dr. Gapontsev's leadership, the Company continues to generate strong revenue and earnings growth.

Eugene A. Scherbakov, Ph.D.

Director since 2000

Chief Operating Officer, Managing Director of IPG Laser GmbH and Senior Vice President of Europe

Age 6870

Dr. Scherbakov has served as Chief Operating Officer since February 2017, Managing Director of IPG Laser GmbH, our German subsidiary, since August 2000 and Senior Vice President-Europe since ~~February~~ 2013. He served as the Technical Director of IPG Laser from 1995 to August 2000. From 1983 to 1995, Dr. Scherbakov was a senior scientist in fiber optics and head of the optical communications laboratory at the General Physics Institute, Russian Academy of Science in Moscow. Dr. Scherbakov graduated from the Moscow Physics and Technology Institute with an M.S. in Physics. In addition, Dr. Scherbakov attended the Russian Academy of Science in Moscow, where he received a Ph.D. in Quantum Electronics from its Lebedev Physics Institute and a Dr.Sci. degree in Laser Physics from its General Physics Institute.

Key Attributes, Experience and Skills

Dr. Scherbakov has extensive knowledge of the Company's business as Managing Director of IPG Laser GmbH, which produces a large volume of our products and is the source of many developments in products, technology and applications. The leadership and operational expertise of Dr. Scherbakov have contributed to IPG increasing

production, lowering manufacturing costs and maintaining high margins compared to our industry peers. He also has extensive technological knowledge of fiber lasers, their components and the manufacturing process. His service as an executive officer of the Company provides the Board with a detailed understanding of the Company's operations, sales and customers.

Igor Samartsev

Director since 2006

Chief Technology Officer

Age 5355

Since 2011, Mr. Samartsev has served as our Chief Technology Officer and since 2005, he was the Deputy General Manager of our Russian subsidiary, NTO IRE-Polus. Prior to that time, he served in technical leadership roles at NTO IRE-Polus. Mr. Samartsev holds an M.S. in Physics from the Moscow Institute of Physics and Technology.

Key Attributes, Experience and Skills

Mr. Samartsev is one of the founders of the Company and has a significant management role in the Company as Chief Technology Officer. As one of the key developers of the technology platform of the Company and leader in the development of many new optical technologies and products that form part of the Company's strategic plan, the Board values Mr. Samartsev's understanding of technology developments at our company.

Michael C. Child

Director since 2000

Independent Director

Age 61

~~Audit Committee~~63

Nominating and Corporate Governance Committee ~~(Chair)~~

Directorship at Other Public ~~Companies:~~Company: Finisar Corporation ~~and Ultratech Inc.~~

Since July 1982, Mr. Child has been employed by TA Associates, Inc., a private equity investment firm, where he currently serves as Senior Advisor and, prior to January 2011, he was Managing Director. Mr. Child holds a B.S. in Electrical Engineering from the University of California at Davis and an M.B.A. from the Stanford University Graduate School of Business. ~~Since~~From September 2011 until December 2015, Mr. Child ~~has been~~was a Lecturer at the Stanford University Graduate School of Business.

Key Attributes, Experience and Skills

Mr. Child is an established and experienced investor, including in technology companies, from his three decades of experience at TA Associates, Inc., a private equity investment firm. Over the course of his career, he has overseen numerous investments and sales of portfolio companies, and served on the boards of public and private companies. He now serves on the ~~boards~~board of Finisar Corporation, a developer and manufacturer of optical subsystems and components for ~~networks, and Ultratech Inc., a developer and manufacturer of advanced packaging lithography systems and laser processing technologies.~~networks. Through his experiences, he has gained valuable knowledge in the management, operations and finance of technology growth companies.

Henry E. Gauthier

Director since 2006

Independent Director

Age 75

~~Presiding Independent Director~~77

Audit Committee - Audit Committee Financial Expert

He served as Chairman of the board of directors of Coherent, Inc., a manufacturer of photonics products, from February 1997 to October 2002 and was its President from 1983 to 1996. Mr. Gauthier served as Vice Chairman of the board of directors of Coherent, Inc. from October 2002 to March 2006. Mr. Gauthier was President from February 2005 to May 2005, consultant from January 2004 to February 2005 and June 2005 to December 2006, and Chairman of the board of directors from May 2005 to December 2008, of Reliant Technologies, Inc., which was acquired in December 2008 by Solta Medical, Inc., a manufacturer of medical laser systems. Since July 1996, Mr. Gauthier has served as a principal at Gauthier Consulting. Mr. Gauthier attended the United States Coast Guard

Academy, San Jose State University, and the Executive Institute of the Stanford University Graduate Business School.

Key Attributes, Experience and Skills

Mr. Gauthier has extensive management and operational experience in the laser industry from over two decades as an executive pfof a large publicly-held laser company, Coherent, Inc., as well as emerging growth companies such as Reliant Technologies, Inc. He has obtained an in-depth knowledge of operations, manufacturing, sales and markets, and finances through his CEO positions at these laser-related companies. Having been a past member of the audit, compensation, and nominating and corporate governance committees of public and private company boards in the technology field, Mr. Gauthier is familiar with a full range of corporate and board functions and lends this experience to the Company's Board as an independent ~~director and the Presiding Independent Director.~~director.

~~William S. Hurley~~Catherine P. Lego

Director since ~~2006~~2016

Independent Director

Age 7161

Audit Committee ~~(Chair)~~ - Audit Committee Financial Expert

Compensation Committee (Chair)

~~Mr. Hurley~~Directorship at Other Public Companies: Lam Research Corporation and Cypress Semiconductor Corp.

Ms. Lego is principal and founder of Lego Ventures, LLC, a California-based firm that provides consulting services to early-stage technology companies. From 1999 to 2009 Ms. Lego served as the general partner of The Photonics Fund, LLP, a venture capital investment firm focused on early stage investing in ~~several senior financial positions during his career: he was Senior Vice President~~component, module and ~~Chief Financial Officer~~systems companies in the fiber optic telecommunications market. She served as the director of finance and investment analyst at ~~Applied Science & Technology Inc.,~~Oak Investment Partners from 1981 to 1984, and as a ~~developer, manufacturer~~general partner from 1985 to 1992. Ms. Lego serves on the board of directors of technology company Lam Research Corporation and ~~supporter~~is the chair of ~~semiconductor capital equipment, from 1999 until 2001; he was Vice President~~its compensation committee. Also, she is a member of the Board of Directors of Cypress Semiconductor Corp. and Chief Financial Officer at Cybex International, Inc., a designer, manufacturer and distributor of fitness equipment, from 1996 to 1999; and from 1992 to 1995 he was Vice President-Controller and Chief Accounting Officer at BBN Corporation, formerly known as Bolt, Beranek & Newman, Inc., a high technology company. Since April 2006, Mr. Hurley has been principal of W.S. Hurley Financial Consulting, which provides supplemental chief financial officer services. Heits audit committee.

Ms. Lego holds a ~~B.S.~~B.A. in Economics and Biology from Williams College and an M.S. in Accounting from ~~Boston College and an M.B.A. in Finance from~~ the ~~Columbia~~New York University Stern Graduate School of Business.

Key Attributes, Experience and Skills

~~Mr. Hurley~~Ms. Lego has extensive experience working with advanced technology and semiconductor companies. From her current and prior service on the boards of several technology companies as well as her memberships of other audit, compensation and nominating and corporate governance committees, she is familiar with the issues faced and the processes that boards use to manage growth, risk, accounting, acquisitions, due diligence and ~~financial management experience from his executive~~integration, compensation and ~~accounting positions with several public and private companies.~~investor relations. In addition, ~~to being~~she is a ~~certified public accountant, he served as a member of an~~frequent speaker on board governance, ethics and audit quality at directors’ colleges and events, including the E&Y Tapestry and KPMG audit committee ~~for over a decade (including several years as chair) and~~round tables. Ms. Lego is a member of the compensation committee of another publicly-held company. Mr. Hurley possesses a Certificate of Director Education issued by the National Association of Corporate Directors to complement his understanding of corporate governance and the duties of a board of directors. His experiences as an executive in leadership positions and as an independent director have given him the background and skills needed to lead theNACD’s Audit Committee Advisory Council. She brings valuable perspectives on the latest developments in ~~its oversight role regarding~~audit, compensation and other matters to the ~~reporting of the Company's results of operations, the effectiveness of internal controls and risk management.~~Board.

Eric Meurice

Director since 2014

Independent Director

Age 59

~~Compensation Committee~~61

Nominating and Corporate Governance Committee (Chair)

Compensation Committee

Directorship at Other Public ~~Company:~~Companies: NXP Semiconductor N.V. and UMICORE S.A.

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 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 Verigy Ltd. (a manufacturer of semiconductor test equipment), until its acquisition by Advantest Corporation in 2011, and ARM Holdings plc (a semiconductor

intellectual property supplier) from July 2013 to March 2014. He has been on the board of NXP Semiconductors N.V. (a semiconductor company) since April 2014 and of UMICORE S.A. (a recycling and materials company), since April 2015. 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. He has experience managing a publicly-held company as well as experience on serving on several public company boards in the equipment and technology fields, such as NXP Semiconductor N.V., UMICORE, Verigy, Ltd. and ARM Holdings plc. Mr. Meurice also has a record of proven leadership as a strategic thinker, operator and marketer at the businesses he managed.

John R. Peeler

Director since 2012

Presiding Independent Director

Age 6163

Compensation Committee ~~(Chair)~~

Nominating and Corporate Governance Committee

Directorship at Other Public Company: Veeco Instruments Inc.

Mr. Peeler has been Chief Executive Officer and a director of Veeco Instruments Inc. since July 2007. He has been serving as its Chairman of the Board since May 2012. Veeco is a developer and manufacturer of MOCVD, molecular beam epitaxy, ion beam and other advanced thin film processes equipment. He was Executive Vice President of JDS Uniphase Corp. ("JDSU") and President of the Communications Test & Measurement Group of JDSU, which he joined upon the closing of JDSU's merger with Acterna, Inc. ("Acterna") in August 2005. Before joining JDSU, 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 position as Chief Executive Officer of Veeco, a publicly-traded company with substantial international operations. His managerial positions have ~~provide~~provided him with in-depth knowledge of the service needs of customers in demanding markets, including semiconductor capital equipment, various manufacturing models, marketing and sales. In these roles, he has also been responsible for attracting and incentivizing executives on his team. These experiences have provided him ~~valuable insight~~important insights in support of his ~~position~~positions as ~~Chair~~Presiding Independent Director and a member of the Compensation Committee ~~where he is responsible for leading~~and the ~~development~~Nominating and ~~implementation of compensation pay practices and programs for the Company's executive management.~~Corporate Governance Committee.

Thomas J. Seifert

Director since 2014

Independent Director

Age 5254

Audit Committee (Chair) - Audit Committee Financial Expert

Nominating and Corporate Governance Committee

Directorship at Other Public Company: CompuGroup Medical, SE

Mr. Seifert ~~has been~~is Chief Financial Officer of Cloudflare, Inc., an internet performance and security provider, from June 2017 to the present. Since February 2018, he is a member of the board of CompuGroup Medical SE, a publicly held company in Germany, which provides software to support medical and organization activities in medical offices and facilities. Mr. Seifertwas the Executive Vice President and Chief Financial Officer of Symantec Corporation, a provider of security, backup and availability solutions, ~~since~~from March ~~2014.~~2014 to December 2016. Mr. Seifert served as Executive Vice President and Chief Financial Officer of Brightstar Corporation, a wireless distribution and services company, from December 2012 to March 2014. He was Senior Vice President and Chief Financial Officer at Advanced Micro Devices Inc., a semiconductor company, from October 2009 to August 2012, and served as Interim

Chief Executive Officer from January 2011 to September 2012. From October 2008 to August 2009, Mr. Seifert served as Chief Operating Officer and Chief Financial Officer of Qimonda AG, a German memory chip manufacturer, and as Chief Operating Officer from June 2004 to October 2008. He also held executive positions at Infineon AG, White Oak Semiconductor, including the position as Chief Executive Officer, and Altis Semiconductor. Mr. Seifert has a Bachelor's degree and a Master's degree in Business Administration from Friedrich Alexander University and a Master's degree in Mathematics and Economics from Wayne State University.

Key Attributes, Experience and Skills

Mr. Seifert has extensive experience as both an operating executive and chief financial officer of large publicly-held international technology businesses, such as Symantec and Advanced Micro Devices. In these and other senior

positions, he developed deep financial and accounting knowledge, as well as managerial leadership skills, in larger organizations. With his background in accounting, finance and management, Mr. Seifert brings broad skills and knowledge to the Board, the Audit Committee, and the ~~Audit~~Nominating and Corporate Governance Committee including internal controls, mergers and acquisitions and integrations.

Director Independence

~~Six~~Seven of ~~nine~~our ten current directors are independent. A predominantly independent Board ensures that the Board is acting objectively and in the best interests of our stockholders. The independent directors also bring expertise and a diversity of perspectives to the Board. The culture of the Board enables directors to openly express their opinions in the boardroom and to raise challenges. The NASDAQ listing standards governing independence require that a majority of the members of the Board be independent as defined by NASDAQ. The Board conducted its annual review of director independence in March ~~2016.~~2018. During this review, the Board examined all direct and indirect transactions or relationships between the Company or any of its subsidiaries and each director and any immediate family member of the director and determined that no material relationships with the Company existed during ~~2015.~~2017. On the basis of this review, the Board determined that each of the following directors qualifies as an independent director as defined in the NASDAQ guidelines and SEC rules: Michael C. Child, Henry E. Gauthier, William S. Hurley, Catherine P. Lego, Eric Meurice, John R. Peeler and Thomas J. Seifert.

The Board is comprised of directors with short and long-term ~~tenure~~tenures with the Company. ~~This tenure~~Different tenures coupled with an independent and objective Board ~~has~~have provided stockholders with strong financial results.

Standing Committees and Board Committee Membership

The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each composed entirely of non-employee directors determined to be independent under the listing standards of the NASDAQ stock market. Under their written charters adopted by the Board, each of these committees is authorized and assured appropriate funding to retain and consult with external advisors, consultants and counsel.

The table below sets forth the directors who are currently members or chairs of each of the standing Board committees, and the number of meetings held by each committee and the full Board in ~~2015.~~2017. All incumbent directors attended 75% or more of the aggregate meetings of the Board and committees on which they served during ~~2015.~~2017. We encourage directors to attend the annual meeting of stockholders, but we do not have a formal policy regarding such attendance. Last year, ~~five~~two of the directors in office attended the annual meeting.

Board of

Directors

Audit

Compensation

Nominating

and

Corporate

Governance

Board of

Directors

Audit

Compensation

Nominating

and

Corporate

Governance

Meetings held in 2015

Written consents in 2015

—

Meetings held in 2017

Written consents in 2017

—

Valentin P. Gapontsev, Ph.D.

Chair

—

Michael C. Child

Member

Chair

Member

—

Member

Henry E. Gauthier

Member, and Presiding

Independent Director

Member

—

William S. Hurley

Member

Chair

Member

—

Catherine P. Lego

Member

Chair

—

Eric Meurice

Member

—

Member

Chair

John R. Peeler

Member

Chair

Member

Member, and Presiding

Independent Director

—

Member

Igor Samartsev

Member

—

Eugene Scherbakov, Ph.D.

Member

Eugene A. Scherbakov, Ph.D.

Member

—

Thomas J. Seifert

Member

Chair

—

Member

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table provides information regarding compensation earned by our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executives for the fiscal years indicated below:

Name and Principal Position Year
Salary
($)(1)

Bonus
($)

Stock
Awards
($)(2)

Option
Awards
($)(2)

Non-Equity
Incentive Plan
Compensation
($)(3)

All Other
Compensation
($)(4)

Total
($)
Valentin P. Gapontsev, Ph.D.,
Chief Executive Officer and Chairman of the Board(5) 2015 687,981
—
—
—
713,582
11,853
1,413,416
2014 559,259
—
—
—
609,780
11,125
1,180,164
2013 542,800
—
—
—
455,894
11,125
1,009,819
Timothy P.V. Mammen,
Chief Financial Officer and Senior Vice President 2015 440,067
—
823,772
305,714
342,223
8,764
1,920,540
2014 411,426
—
157,894
469,026
299,158
8,610
1,346,114
2013 391,834
—
150,275
432,302
219,402
8,190
1,202,003
Eugene Scherbakov, Ph.D., Managing Director of IPG Laser GmbH, Senior Vice President, Europe and Director(5) 2015 450,449
—
823,772
305,714
363,675
30,231
1,973,841
2014 445,548
14,839
143,540
429,390
323,835
35,806
1,392,958
2013 432,777
—
132,242
403,482
246,462
33,677
1,248,640
Alexander Ovtchinnikov, Ph.D.,
Senior Vice President —Components 2015 400,579
—
692,661
257,099
277,003
9,240
1,636,582
2014 374,508
—
136,363
396,360
272,314
9,042
1,188,587
2013 363,600
—
108,198
345,842
203,593
8,892
1,030,125
Trevor Ness, Senior Vice President, World Wide Sales and Marketing 2015 383,543
—
673,995
250,130
298,267
8,511
1,614,446
2014 351,750
—
122,009
363,330
255,767
8,340
1,101,196
2013 316,214
—
114,209
345,842
187,623
130,967
1,094,855



Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Valentin P. Gapontsev, Ph.D. Chief Executive Officer and Chairman of the Board (5)	2017	832,000	—	—	—	1,399,100	53,583	2,284,683
	2016	735,400	—	—	—	709,044	36,953	1,481,397
	2015	687,981	—	—	—	713,582	11,853	1,413,416
Eugene A. Scherbakov, Ph.D. Chief Operating Officer, Managing Director of IPG Laser GmbH, Senior Vice President, Europe and Director(5)	2017	510,000	—	899,514	340,038	769,300	23,028	2,541,880
	2016	510,677	—	643,031	228,899	361,928	30,138	1,774,672
	2015	450,449	—	636,664	305,714	363,675	30,231	1,973,841
Timothy P.V. Mammen, Chief Financial Officer and Senior Vice President	2017	458,300	—	763,578	288,607	577,000	8,910	2,096,395
	2016	436,025	—	643,031	228,899	315,694	8,760	1,632,409
	2015	440,067	—	823,772	305,714	342,223	8,764	1,920,540
Trevor Ness, Senior Vice President, World Wide Sales and Marketing	2017	410,000	—	682,866	258,169	516,200	8,910	1,876,145
	2016	379,724	—	527,502	187,744	275,121	8,490	1,378,581
	2015	383,543	—	673,995	250,130	298,267	8,511	1,614,446
Angelo P. Lopresti, Senior Vice President, General Counsel and Secretary	2017	421,000	—	623,394	235,635	530,000	9,342	1,819,372
	2016	408,256	—	496,333	176,709	263,042	9,192	1,353,532
	2015	412,015	—	636,664	236,234	284,911	9,240	1,579,063


(1)	Salaries for 2015 reflect 27 pay periods occurring in the year.

(2)

Valuation based on the fair value of such award as of the grant date determined pursuant to ASC Topic 718. The assumptions that we used with respect to the valuation of service-based restricted stock unit, performance-based stock units and stock option awards are set forth in Note 2 to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February ~~26, 2016.~~28, 2018. The amounts in the Stock Awards ~~Column~~column reflect service-based restricted stock units and performance-based stock units granted in ~~2015 and service-based restricted stock units granted in 2014 and 2013.~~2017. The value of the performance-based stock units is based on the probable outcome of the performance conditions (at the grant date) in accordance with ASC Topic ~~718.~~718 assuming no forfeiture. The ~~value~~values of performance-based stock units at the grant date assuming the highest level of performance conditions will be achieved ~~is $715,384, $715,384, $601,524~~are $1,619,464, $1,374,728, $1,229,416 and ~~$585,314~~$1,122,344 for ~~Messrs.~~Dr. Scherbakov and Messrs Mammen, ~~Scherbakov, Ovtchinnikov~~Ness and ~~Ness,~~Lopresti, respectively. There is no assurance that any of the performance targets will be achieved, that the service-based awards will vest or that the any of the recipients will realize the values listed above.


(3)	Represents amounts earned under our ~~STIP~~AIP for services rendered in ~~2015, 2014~~2017, 2016 and ~~2013,~~2015, respectively.


(4)	The amount in ~~2015~~2017 for Dr. Gapontsev consists of premiums paid for group ~~term~~ life insurance, ~~and~~ the incremental cost ~~of a family member~~for non-employee guests accompanying him on the Company's ~~aircraft.~~aircraft and the cost of a car and driver ($36,776) at the Company's headquarters. The amount in 2017 for Dr. Scherbakov is the expense of an automobile provided by us.

(5)

Portions of the amounts paid to Dr. Gapontsev and Dr. Scherbakov were denominated in Euros and Rubles. Dr. Scherbakov's salary is approved in US dollars and payments are converted to Euro at then prevailing Euro exchange rate. Amounts paid in foreign currencies were translated into U.S. Dollars at the average daily exchange rates for the full years. The average daily rates in ~~2015, 2014~~2017, 2016 and ~~2013,~~2015, for the Euro were 0.89, 0.90 ~~0.75~~ and ~~0.78, respectively;~~0.90, respectively, and for the Ruble were ~~61.246, 31.9~~58.3, 67.0 and ~~31.17,~~61.2, respectively. As a result of compensation being paid in one or more currencies that fluctuate against the U.S. Dollar, the amount of salary paid may vary slightly from the salary stated in an employment agreement or approved by the Compensation Committee.

Employment Agreements

~~We have~~The Company has entered into employment agreements with each of the above-named executives, ~~named in the table above. The employment agreements expire on~~effective through December 31, ~~2016.~~2018. Upon ~~their future expirations,~~expiration, the employment agreements will automatically renew for ~~terms of~~successive one year periods, unless the Company or a Named Executive Officer provides written notice of ~~its or his intention to not renew the agreement not less than~~non-renewal at least six months ~~before~~prior to the ~~expiration date.~~end of the then current term. In the event of a change in control, the agreements would ~~be extended to expire on~~extend through the second anniversary of the change in control.

The employment agreements set the annual base salaries and ~~provide~~stipulate that the Compensation Committee may adjust the salaries ~~annually. In 2015,~~annually, as noted in the ~~salaries for the Named Executive Officers is as follows: $662,500 for Dr. Gapontsev, $462,200 for Dr. Scherbakov, $423,800 for Mr. Mammen, $385,700 for Dr. Ovtchinnikov~~above "Compensation Discussion and $369,300 for Mr. Ness. For 2016, the Compensation Committee approved annual base salaries of $735,400 for Dr. Gapontsev, $500,000 for Dr. Scherbakov, $436,500 for Mr. Mammen, $397,300 for Dr. Ovtchinnikov and $380,400 for Mr. Ness.Analysis - 2017 Base

Salaries" section. The agreements entitle these executive officers to participate in bonus plans, standard insurance plans such as life, short-term disability and long-term disability insurance and retirement benefits, such as the 401(k) retirement savings plan and equity award plans described above, on similar terms and on a similar basis as such benefits are available to executives at similar levels within the Company. Each of these executive officers also entered into a separate restrictive covenant agreement with the Company in 2013 that prohibits each of them from competing with the Company for a period of one year after the termination of his employment with the Company for any reason and from hiring or attempting to hire the Company's employees or soliciting customers or suppliers of the Company for a period ending eighteen months following the termination of his employment for any reason. Each of the officers is entitled to receive his base salary for the period during which the Company enforces the non-competition provisions of the agreement but not for more than one year following the termination of his employment. The severance provisions of the agreements are summarized below in the section titled "Potential Payments upon Termination or Change in Control."

2017 Grants of Plan-Based Awards ~~Table~~

~~The following table provides information regarding plan-based awards in 2015:~~

Grant
Date

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards ($)(1)
Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(#)(3)

Option
Awards
Number of
Securities
Underlying
Options
(#)(3)

Exercise or
Base Price
of Option
Awards
($/Sh)

Grant Date
Fair Value
of
Stock and
Option
Awards
($)(4)
Name Threshold Target Maximum Threshold Target Maximum
Valentin P. Gapontsev, Ph.D. 2/25/2015 289,844
662,500
1,490,625
—
—
—
—
—
—
—
Timothy P.V. Mammen 2/25/2015 139,854
317,850
635,742
—
—
—
—
—
—
—
2/25/2015 —
—
—
1,832
3,663
7,326

—
—
470,842
2/25/2015 —
—
—
—
—
—
3,663
—

352,930
2/25/2015 —
—
—
—
—
—
—
7,326
97.65
305,714
Eugene Scherbakov, Ph.D. 2/25/2015 149,457
339,675
679,395
—
—
—
—
—
—
—
2/25/2015 —
—
—
1,832
3,663
7,326

—
—
470,842
2/25/2015 —
—
—
3,663
—

352,930
2/25/2015 —
—
—
—
—
—
—
7,326
97.65
305,714
Alexander Ovtchinnikov, Ph.D. 2/25/2015 112,509
257,146
578,589
—
—
—
—
—
—
—
2/25/2015 —
—
—
1,540
3,080
6,161
—
—
—
395,903
2/25/2015 —
—
—
—
—
—
3,080
—

296,758
2/25/2015 —
—
—
—
—
—
—
6,161
97.65
257,099
Trevor Ness 2/25/2015 121,869
276,975
553,987
—
—
—
—
—
—
—
2/25/2015 —
—
—
1,499
2,997
5,994
—
—
—
385,234
2/25/2015 —
—
—
—
—
—
2,997
—

288,761
2/25/2015 —
—
—
—
—
—
—
5,994
97.65
250,130



	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1)			Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	Option Awards Number of Securities Underlying Options (#)(3)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Grant Date	Threshold	Target	Maximum	Threshold	Target	Maximum			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Valentin P. Gapontsev	2/17/2017	364,000	832,000	1,872,000	—	—	—	—	—	—	—
Eugene A. Scherbakov	2/17/2017	178,200	405,000	911,250	—	—	—	—	—	—	—
	2/17/2017	—	—	—	1,694	3,388	6,776	—	—	—	498,883
	2/17/2017	—	—	—	—	—	—	3,388	—	—	400,631
	2/17/2017	—	—	—	—	—	—	—	10,367	119.50	340,038
Timothy P.V. Mammen	2/17/2017	151,239	343,725	773,381	—	—	—	—	—	—	—
	2/17/2017	—	—	—	1,438	2,876	5,752	—	—	—	423,491
	2/17/2017	—	—	—	—	—	—	2,876	—	—	340,087
	2/17/2017	—	—	—	—	—	—	—	8,799	119.50	288,607
Trevor D. Ness	2/17/2017	135,300	307,500	691,875	—	—	—	—	—	—	—
	2/17/2017	—	—	—	1,286	2,572	5,144	—	—	—	378,727
	2/17/2017	—	—	—	—	—	—	2,572	—	—	304,139
	2/17/2017	—	—	—	—	—	—	—	7,871	119.50	258,169
Angelo P. Lopresti	2/17/2017	138,930	315,750	710,438	—	—	—	—	—	—	—
	2/17/2017	—	—	—	1.694	2.348	4.696	—	—	—	345,743
	2/17/2017	—	—	—	—	—	—	2,348	—	—	277,651
	2/17/2017	—	—	—	—	—	—	—	7,184	119.50	235,635

(1)

Amounts shown include the payouts under the ~~STIP~~AIP for ~~2015~~2017 financial performance at the three goals plus individual performance at maximum for each. The performance goals used in determining ~~STIP~~AIP payments are discussed in the above Compensation Discussion and Analysis above. Actual amounts paid for ~~2015~~2017 performance are shown in the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table above.


(2)	For a description of the performance-based stock units, see Compensation Discussion and Analysis-Equity-Based Incentives Granted in ~~2015~~2017.


(3)	The amounts listed reflect service-based restricted stock units and stock options granted under our 2006 Incentive Compensation Plan and are described in the Outstanding Equity Awards Table below.

(4)

~~Valuation~~The awards are reported based ~~upon~~on the fair value of such award as of the grant date determined pursuant to ASC Topic 718. The assumptions that we used with respect to the valuation of equity awards are set forth in Note 2 to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February ~~26, 2016.~~28, 2018. The option exercise price has not been deducted from the amounts indicated above and we disregard an estimate of forfeitures. Regardless of the value placed on an equity award on the grant date, the actual value of the equity award will depend on the market value of our common stock at such date in the future when the restricted stock unit vests or the stock option is exercised, and the performance of our common stock in relation to the Russell 3000 on the measurement date with respect to the ~~award.~~performance-based stock unit. For informational purposes, if the maximum level of performance was achieved for the performance-based stock units, the values ~~calculated by multiplying the closing stock price on the grant date~~as limited by the ~~number of shares issuable upon achievement of the maximum level of performance,~~400% value cap are ~~$715,384, $715,384, $601,524~~$1,619,464, $1,374,728, $1,229,416 and ~~$585,314~~$1,122,344 for ~~Mr. Mammen, Drs.~~Dr. Scherbakov and ~~Ovtchinnikov,~~Messrs. Mammen, Ness and ~~Mr. Ness,~~Lopresti, respectively.

4442

2017 Outstanding Equity Awards ~~Table~~

~~The following table provides information regarding unexercised stock options and unvested restricted stock units as of December 31, 2015:~~at Fiscal Year-End

Option Award (1) Stock Award (1)
Name Grant Date
Securities
Underlying
Unexercised
Options (#)
Exercisable

Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option Exercise
Price ($)(2)

Option
Expiration
Date

Number
of Shares
or Units
of Stock
That
Have Not
Vested (#)

Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)(3)
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(1)(4) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (4)
Valentin P. Gapontsev, Ph.D. —
—
—
—
—
—
—
—
—
Timothy P.V. Mammen 2/26/2010
26,250
—
15.82
2/25/2020
—
—
—
—
3/1/2011
21,600
—
53.76
2/28/2021
—
—
—
—
2/14/2012
—
12,500
58.65
2/13/2022
—
—
—
—
2/14/2012
—
—
—
—
2,050
182,778
—
—
3/1/2013
—
15,000
60.11
2/28/2023
—
—
—
—
3/1/2013
—
—
—
2/28/2023
2,500
222,900
—
—
2/28/2014
—
14,200
71.77
2/27/2024
—
—
—
—
2/28/2014
—
—
—
2/27/2024
2,200
196,152
—
—
2/25/2015
—
—
—
—
3,663
326,593
—
—
2/25/2015
—
7,326
97.65
2/24/2025
—
—
—
—
2/25/2015
—
—
—
—
—
—
7,326
653,186
Eugene Scherbakov, Ph.D. 2/26/2009
2,750
—
8.26
2/25/2019
—
—
—
—
2/26/2010
20,562
—
15.82
2/25/2020
—
—
—
—
3/1/2011
19,000
—
53.76
2/28/2021
—
—
—
—
2/14/2012
—
12,500
58.65
2/13/2022
—
—
—
—
2/14/2012
—
—
—
—
2,050
182,778
—
—
3/1/2013
—
14,000
60.11
2/28/2023
—
—
—
—
3/1/2013
—
—
—
2/28/2013
2,200
196,152
—
—
2/28/2014
—
13,000
71.77
2/27/2024
—
—
—
—
2/28/2014
—
—
—
2/27/2024
2,000
178,320
—
—
2/25/2015
—
7,326
97.65
2/24/2025
—
—
2/25/2015
—
—
—
—
3,663
326,593
—
—
2/25/2015
—
—
—
—
—
—
7,326
653,186
Alexander Ovtchinnikov, Ph.D. 3/1/2011
19,000
—
53.76
2/28/2021
—
—
—
—
2/14/2012
—
11,750
58.65
2/13/2022
—
—
—
—
2/14/2012
—
—
—
—
1,920
171,187
—
—
3/1/2013
—
12,000
60.11
2/28/2023
—
—
—
—
3/1/2013
—
—
—
2/28/2023
1,800
160,488
—
—
2/28/2014
—
12,000
71.77
2/27/2024
—
—
—
—
2/28/2014
—
—
—
2/27/2024
1,900
169,404
—
—
2/25/2015
—
—
—
—
3,080
274,613
—
—
2/25/2015
—
6,161
97.65
2/24/2025
—
—
—
—
2/25/2015
—
—
—
—
—
—
6,160
549,226
Trevor Ness 3/1/2011
10,000
—
53.76
2/28/2021
—
—
—
—
2/14/2012
—
9,000
58.65
2/13/2022
—
—
—
—
2/14/2012
—
—
—
—
1,470
131,065
—
—
3/1/2013
—
12,000
60.11
2/28/2023
—
—
—
—
3/1/2013
—
—
—
—
1,900
169,404
—
—

2/28/2014
—
—
—
—
1,700
151,572
—
—
2/28/2014
—
11,000
71.77
2/27/2024
—
—
—
—
2/25/2015
—
—
—
—
2,997
267,213
—
—
2/25/2015
—
5,994
97.65
2/24/2025
—
—
—
—
2/25/2015
—
—
—
—
—
—
5,994
534,425



		Option Awards (1)				Stock Awards (1)
Name	Year of Grant	Securities Underlying Unexercised Options Exercisable (#)	Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)(2)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(3)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(1)(4)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4)
Valentin P. Gapontsev	—	—	—	—	—	—	—	—	—
Eugene A. Scherbakov	2/26/2010	1,000	—	15.82	2/25/2020	—	—	—	—
Eugene A. Scherbakov	3/1/2011	3,000	—	53.76	2/28/2021	—	—	—	—
	2/14/2012	1,500	—	58.65	2/13/2022	—	—	—	—
	3/1/2013	3,000	—	60.11	2/28/2023	—	—	—	—
	2/28/2014	—	13,000	71.77	2/27/2024	2,000	428,620	—	—
	2/25/2015	—	7,326	97.65	2/24/2025	3,663	785,018	7,326	1,430,768
	2/18/2016	—	7,592	81.89	2/17/2026	3,796	813,521	7,592	1,243,418
	2/17/2017	—	10,367	119.50	2/16/2027	3,388	726,082	6,776	1,619,464
Timothy P.V. Mammen	2/14/2012	10,000	—	58.65	2/13/2022	—	—	—	—
Timothy P.V. Mammen	3/1/2013	15,000	—	60.11	2/28/2023	—	—	—	—
	2/28/2014	—	14,200	71.77	2/27/2024	2,200	471,482	—	—
	2/25/2015	—	7,326	97.65	2/24/2025	3,663	785,018	7,326	1,430,768
	2/18/2016	—	7,592	81.89	2/17/2026	3,796	813,521	7,592	1,243,418
	2/17/2017	—	8,799	119.50	2/26/2027	2,876	616,356	5,752	1,374,728
Trevor D. Ness	2/14/2012	4,000	—	58.65	2/13/2022	—	—	—	—
	3/1/2013	2,000	—	60.11	2/28/2023	—	—	—	—
	2/28/2014	—	11,000	71.77	2/27/2024	1,700	364,327	—	—
	2/25/2015	—	5,994	97.65	2/24/2025	2,997	642,287	5,994	1,170,628
	2/18/2016	—	6,227	81.89	2/17/2026	3,114	667,361	6,228	1,020,022
	2/17/2017	—	7,871	119.50	2/16/2027	2,572	551,205	5,144	1,229,416
Angelo P. Lopresti	3/1/2011	9,500	—	53.76	2/28/2021	—	—	—	—
Angelo P. Lopresti	3/1/2013	13,000	—	60.11	2/28/2023	—	—	—	—
	2/28/2014	—	11,000	71.77	2/27/2024	1,800	385,758	—	—
	2/25/2015	—	5,661	97.65	2/24/2025	2,831	606,712	5,662	1,105,789
	2/18/2016	—	5,861	81.89	2/17/2026	2,930	627,928	5,860	959,751
	2/17/2017	—	7,184	119.50	2/16/2027	2,348	503,200	4,696	1,122,344

(1)

The vesting dates ~~are as follows and~~ assume the continued service of the Named Executive Officer: awards granted in 2012 vest in four equal quarterly installments commencing on March 31, 2016; awards granted in 2013 vest in four equal quarterly installments commencing on March 1, 2017; andOfficer. All awards granted in 2014, 2015 and ~~2015~~2016 vest in one installment on March 1, 2018, 2019 and 2020, respectively. Service-based stock options and restricted stock units granted in 2017 vest in four annual installments commencing on March 1, ~~2019, respectively.~~2018 and performance-based stock units granted in 2017 vest in one installment on March 1, 2020.


(2)	Represents the closing common stock price of a share on the grant date.


(3)	Based upon the closing common stock price on December 31, ~~2015,~~2017, which was ~~$89.16~~$214.31 per share.

(4)

The performance-based stock unit ~~vesting~~performance determination ~~date is~~dates are March 1, 2018, 2019 and ~~vest~~2020 for units granted in ~~an amount ranging~~2015, 2016 and 2017, respectively. The numbers of unearned awards range from 0% to 200% based upon achievement of performance ~~metrics. Represents~~metrics and assumes attainment of the maximum performance levels not limited by dollar value cap. The dollar payout values represent estimated ~~value at December 31, 2015~~values assuming attainment of maximum ~~level (200%).~~performance levels as limited by the dollar value cap of 400% of target values on the dates of grant.

Option Exercises and Stock Vested ~~Table~~

~~The following table provides information regarding stock option exercises and stock vested~~ in ~~2015:~~2017

Option Awards Stock Awards
Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($)(1) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($)(2)
Valentin P. Gapontsev, Ph.D. —
—
—

Timothy P.V. Mammen 34,300
2,395,102
3,700
317,279
Eugene Scherbakov, Ph.D. —
—
3,285
281,692
Alexander Ovtchinnikov, Ph.D. —
—
3,285
281,692
Trevor Ness 7,500
322,081
234
22,441



	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Valentin P. Gapontsev	—	—	—	—
Eugene A. Scherbakov	31,954	3,290,285	2,200	265,650
Timothy P.V. Mammen	37,850	4,251,554	2,500	301,875
Trevor D. Ness	25,000	2,435,923	1,900	229,425
Angelo P. Lopresti	11,750	1,230,011	2,000	241,500


(1)	The value realized is based on the difference between the reported closing common stock price on the date of exercise and the exercise price of the stock option.


(2)	The value realized is based on the reported closing common stock prices on the vesting dates of the restricted stock units.

Potential Payments upon Termination or Change in Control

If the Company terminates the employment of any of the Named Executive Officers without cause (as defined in the respective employment agreements) or any of the Named Executive Officers terminates his employment for good reason (as defined in the respective employment agreements) ("cause" and "good reason" are referred to below as "Involuntary Terminations"), then the officer would receive:

(a) continuation of salary for eighteen months, except in the case of Dr. Gapontsev, who would receive continuation of salary for thirty-six ~~months;~~months,

(b) a portion of the annual bonus that the executive would have received had he remained employed through the end of the applicable bonus period, based on actual performance, including the individual performance element (the portion based upon the percentage of the year that he was employed by the Company);,

(c) cash reimbursement for continuation of health benefits for up to eighteen months, except in the case of Dr. Gapontsev, who would receive continuation of health benefits by payment of the officer's COBRA premiums for thirty-six-months; and

(d) accelerated vesting of equity compensation awards that otherwise would have vested within twelve months of termination of employment.

Upon an Involuntary Termination within twenty-four months following a change in control of the Company, the Named Executive Officer would be entitled to continuation of salary and reimbursement of COBRA premiums for health benefits for twenty-four months, the ~~pro rated~~pro-rated bonus for the year of termination plus a payment of two times the average annual bonus paid to the Named Executive Officer for the three full years preceding the year of termination. In the case of the Chief Executive Officer, he

would be entitled to continuation of salary and health benefits for thirty-six months, the ~~pro rated~~pro-rated bonus for the year of termination plus a payment of three times the average annual bonus paid to him for the three full years preceding the termination. Under the employment agreements, all equity awards vest fully if a change in control occurs followed within two years by an Involuntary Termination. Upon a change in control, the officers' employment periods under the agreements would automatically be extended to the second anniversary of the change in control if such date is later than expiration of the current term.

If the total value of all payments and benefits, including any equity vesting ("total payments"), made to a Named Executive Officer following a change in control would result in an excise tax under the provisions of Internal Revenue Code Section 4999 (the "golden parachute tax"), the total payments will be reduced so that the maximum amount of total payments (after reduction) is $1.00 less than the amount that would cause the total payments to be subject to the golden parachute tax; provided, however, that the total payments will only be reduced to the extent that the after-tax value of amounts received by the officer after application of the above reduction would exceed the after-tax value of the total payments received without application of such reduction (so called "best after-tax treatment").

If the employment period of any of the Named Executive Officers terminates and the Company does not offer such officer continued employment in the same or a substantially similar position or in a higher position than the officer's position at the end of the employment period and at a compensation level that is the same or substantially similar to the compensation level in effect at the end of the employment period, then such officer may resign from employment and would receive continuation of salary and health benefits for twelve months, except for the Chief Executive Officer who would receive the same for twenty-four months, plus a ~~portion of the annual~~pro-rated bonus ~~that the executive would have received had he remained employed through the end of the applicable bonus period, including the individual performance element (the portion based upon the percentage of~~for the year ~~that he was employed by the Company).~~of termination.

AIf a Named Executive ~~Officer would also receive the payments described in clause (b) above if his~~Officer's employment is terminated by death or ~~disability.~~disability, the officer would receive a pro-rated bonus for the year of termination. Under the employment agreements, the Company would not be obligated to make any cash payments if employment were terminated by the Company for cause or by the executive not for

good reason. Additionally, if the officer's employment is terminated due to death, the non-vested portions of stock options, service-based restricted stock units and performance-based stock units would immediately vest.

Severance payments to the officers are conditioned upon the release of claims by the Named Executive Officer in favor of the Company. Each of the Named Executive Officers also has an agreement with the Company that prohibits him from competing with the Company for a period of one year after the termination of his employment with the Company for any reason and from hiring or attempting to hire the Company's employees or soliciting customers or suppliers of the Company for a period ending eighteen months following the termination of his employment for any reason. Each of the Named Executive Officers is entitled to receive his base salary for the period during which the Company enforces the non-competition provisions of the agreement but not for more than one year following termination of his employment.

The following table provides information regarding compensation and benefits that would be payable to our Named Executive Officers as of December 31, ~~2015,~~2017, upon an Involuntary Termination absent a change in control and preceded by a change in ~~control.~~control and upon terminations in other circumstances. The incentive plan severance was calculated using the actual amount awarded under the ~~2015 STIP.~~2017 AIP. There can be no assurance that the event triggering payments would produce the same or similar results as those described below if such event occurs on any other date or at any other price, or if any other assumption used to estimate the potential payments and benefits is incorrect. Any actual payments and benefits may be different due to a number of factors that affect the nature and amount of any potential payments or benefits.

Name Benefit
Termination
Without Cause or
For Good
Reason ($)(1)

Termination
Without Cause or
For Good
Reason
Following a
Change in
Control
($)(1)
Valentin P. Gapontsev, Ph.D. Salary Severance and Benefits Continuation 2,023,146
2,023,146
Incentive Plan Severance 713,582
2,139,106
Equity Acceleration —
—
Total 2,736,728
4,162,252
Timothy P.V. Mammen Salary Severance and Benefits Continuation 662,843
883,791
Incentive Plan Severance 342,223
806,592
Equity Acceleration 711,267
2,638,997
Total 1,716,333
4,329,380
Eugene Scherbakov, Ph.D. Salary Severance and Benefits Continuation 699,736
932,981
Incentive Plan Severance 363,675
874,279
Equity Acceleration 674,266
2,638,997
Total 1,737,677
4,446,257
Alex Ovtchinnikov, Ph.D. Salary Severance and Benefits Continuation 604,417
805,890
Incentive Plan Severance 277,003
699,798
Equity Acceleration 529,680
2,231,774
Total 1,411,100
3,737,462
Trevor Ness Salary Severance and Benefits Continuation 581,093
774,791
Incentive Plan Severance 298,267
670,192
Equity Acceleration 405,655
2,068,159
Total 1,285,015
3,513,142



Name	Benefit	Termination Without Cause or For Good Reason ($)	Termination Without Cause or For Good Reason Following a Change in Control ($)	Termination following Death ($)	Termination following Disability ($)	Termination following Non-Renewal ($)
Valentin P. Gapontsev	Salary Severance and Benefits Continuation	2,539,383	2,539,383	—	—	1,692,922
	Incentive Plan Severance	1,399,100	3,431,506	1,399,100	1,399,100	1,399,100
	Equity Acceleration	—	—	—	—	—
	Total	3,938,483	5,970,889	1,399,100	1,399,100	3,092,022
Eugene A. Scherbakov	Salary Severance and Benefits Continuation	816,921	1,089,228	—	—	544,614
	Incentive Plan Severance	769,300	1,473,816	769,300	769,300	769,300
	Equity Acceleration	2,324,502	11,785,651	11,785,651	—	—
	Total	3,910,723	14,348,695	12,554,951	769,300	1,313,914
Timothy P.V. Mammen	Salary Severance and Benefits Continuation	719,973	959,963	—	—	479,982
	Incentive Plan Severance	577,000	1,215,050	577,000	577,000	577,000
	Equity Acceleration	2,495,550	11,453,574	11,453,574	—	—
	Total	3,792,523	13,628,588	12,030,574	577,000	1,056,982
Trevor D. Ness	Salary Severance and Benefits Continuation	647,523	863,363	—	—	431,682
	Incentive Plan Severance	516,200	1,068,970	516,200	516,200	516,200
	Equity Acceleration	1,932,267	9,483,276	9,483,276	—	—
	Total	3,095,990	11,415,609	9,999,476	516,200	947,882
Angelo P. Lopresti	Salary Severance and Benefits Continuation	664,023	885,363	—	—	442,682
	Incentive Plan Severance	530,000	1,051,163	530,000	530,000	530,000
	Equity Acceleration	1,953,698	8,997,062	8,997,062	—	—
	Total	3,147,721	10,933,589	9,527,062	530,000	972,682

(1)

Equity acceleration is calculated using the full value of service-based restricted stock units and the maximum amount of shares for performance-based stock units based upon the closing sale price of our common stock on December 31, ~~2015~~2017 of ~~$89.16~~$214.31 per share and the aggregate difference between the exercise prices of outstanding stock options and the closing sale price of our common stock on December 31, ~~2015.~~2017.

4845

~~EQUITY COMPENSATION PLANS~~

~~Equity Plans~~CEO PAY RATIO

~~Our 2006 Incentive Compensation Plan (the “2006 Plan”) enables~~

As required by Section 953(b) of the ~~Company to make stock-based~~Dodd-Frank Wall Street Reform and ~~non-stock awards to its eligible~~Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information on the relationship of the annual total compensation of our employees ~~non-employee directors~~ and the annual total compensation of Dr. Valentin P. Gapontsev, our Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with rules promulgated by the SEC.

Determining our Median Employee: As of December 31, 2017, the measurement date, we employed 5,389 employees, 63% of whom were located outside of the U.S.A. This includes all full-time, part-time, and temporary employees. It does not include independent contractors.

We have employees in nineteen countries. As permitted by the SEC rules, in identifying our median employee, we excluded 158 workers in the following jurisdictions (employees excluded in parenthesis): Belarus (38), Korea (29), India (23), Turkey (15), Poland (13), United Kingdom (10), Brazil (7), France (6), Spain (5), Czech Republic (5), Mexico (5) and Russia (2). We also excluded approximately 107 employees who became our employees as a result of our 2017 acquisitions of OptiGrate Corporation, Innovative Laser Technology, LLC and Laser Depth Dynamics, Inc.

The ~~2006 Plan provides for~~SEC rules required us to identify our median employee by use of a consistently applied compensation measure (“CACM”). We chose a CACM that closely approximates the ~~grant of: incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares, performance units,~~annual total cash ~~awards,~~compensation of our employees. Specifically, we identified the median employee by looking at total wages and ~~any combination of~~bonuses paid in 2017. After applying our CACM methodology and excluding the ~~foregoing. The purpose of~~employees listed above, we identified the ~~2006 Plan is to motivate employees, non-employee directors and independent contractors~~median employee.

Calculating the Pay Ratio: As required by ~~providing an opportunity to acquire cash or equity incentive awards, and to provide a means through which~~ the ~~Company, its affiliates and group companies may attract the highest-quality individuals to enter employment or engagement~~SEC rules, we then calculated our median employee’s total annual compensation in accordance in accordance with the ~~Company or its affiliates and to align~~requirements of Item 402(c)(2)(x) of Regulation S-K (which is the ~~interests of such individuals with~~calculation method for reporting CEO compensation in the ~~Company's stockholders.~~Summary Compensation Table).

The ~~2006 Plan~~compensation of our median employee was approved by our stockholders in 2006 and amendments were approved by stockholders in 2011 and in 2015. The 2006 Plan terminates in June 2025. The maximum number of shares authorized for issuance under the 2006 Plan is 10,279,192 shares, which includes the 10,000,000 shares approved at the 2011 annual meeting of stockholders, 84,273 shares previously authorized and approved for issuance but not awarded under the IPG Photonics 2000 Incentive Compensation Plan (the “2006 Plan”) and rolled into the 2006 Plan and 194,919 shares previously authorized and approved for issuance but not awarded under the IPG Photonics Corporation Non-Employee Directors Stock Plan which were rolled into the 2006 Plan.

Generally, any shares underlying an award under the 2006 Plan that expire without being exercised, or are forfeited, canceled or otherwise terminated without a distribution to a participant of shares, cash, or other benefit in lieu of shares will again be available for issuance under the 2006 Plan. Notwithstanding the foregoing, the following shares may not be recycled into the 2006 Plan and again become available for issuance: (i) shares tendered to pay the exercise price of stock options and stock appreciation rights (including through "net exercise"), (ii) the total number of shares granted pursuant to stock-settled stock appreciation rights, (iii) any shares withheld by the Company to satisfy tax obligations with respect to any awards, and (iv) shares repurchased on the open market with the proceeds of the stock option exercise price.

~~The 2006 Plan provides for the following award limitations:~~



•	~~The maximum aggregate number of shares underlying all stock options, stock appreciation rights and any other awards that are intended to qualify as performance-based~~$32,676. Our CEO’s compensation under Internal Revenue Code Section 162(m) and are measured in shares (whether payable in shares, cash or a combination of both) that may be granted to any single participant (other than a non-employee director) in any single calendar year is 1,000,000 shares, as adjusted for any Company recapitalization, reorganization, stock dividend or similar event.

•	The Company may not grant cash awards intended to qualify as performance-based compensation under Internal Revenue Code Section 162(m) with respect to more than $4,000,000 to any single participant in any single calendar year.

•	In determining a cash award payout to a single "covered employees" (as defined in Internal Revenue Code Section 162(m)) in a single year through the use of an incentive pool, the percentage of the incentive pool allocated to such covered employee may not exceed 30% of the total incentive pool. In addition, the aggregate payments to all incentive pool participants may not exceed 100% of the incentive pool.

•	The maximum aggregate number of shares underlying all awards measured in shares (whether payable in shares, cash or a combination of both) that may be granted to any single participant who is a non-employee director in any period beginning on an annual stockholder meeting date and ending on the day immediately preceding the following annual stockholder meeting date is 50,000 shares, as adjusted for any Company recapitalization, reorganization, stock dividend or similar event.

•	The Company may not grant total cash awards (inclusive of annual retainer amounts under the director compensation plan) more than $250,000 to any single non-employee director in any single calendar year.

•	No more than 833,333 shares may be cumulatively available for awards of incentive stock options under the 2006 Plan and maximum aggregate number of shares underlying awards that may be granted in any calendar year to any participant as incentive stock options is 133,333.




•	~~The aggregate market value of common stock with respect to which incentive stock options are exercisable for the first time by a participant in a single calendar year may not exceed $100,000.~~

•	Each share of restricted stock, stock unit, performance share, performance unit or other award under the 2006 Plan with value denominated in full shares shall equate to 1.60 shares of common stock for purposes of determining any individual or aggregate award limitations under the 2006 Plan and for purposes of calculating the aggregate number of shares available for awards under the 2006 Plan. If any such awards again become available for issuance under the 2006 Plan as described above, the number of shares added back to the 2006 Plan will follow the same 1.60 per share ratio.

Stock options, stock appreciation rights, restricted stock, stock units, performance shares, performance units, and other equity-based awards under the 2006 Plan are subject to a minimum required vesting period of one year, except that up to 5% of the shares reserved for issuance under the 2006 Plan may be granted to participants without regard to any minimum vesting periods. The 2006 Plan prohibits the granting of dividend equivalent rights with respect to stock options and stock appreciation rights. Also, the 2006 Plan provides a limited exception to double-trigger vesting by causing awards granted under the 2006 Plan to immediately vest upon a change in control only if the successor entity does not agree to assume outstanding awards or replace outstanding awards with economically equivalent awards. If the If the awards are assumed or replaced with economically equivalent awards, then such awards are treated the same as under the Current Plan-the vesting of awards will only be accelerated if, within two years following a change in control, the participant's employment is terminated by the Company without "Cause" or by the participant for "Good Reason" (each term as definedreported in the ~~2006 Plan).~~Summary Compensation Table was $2,231,100. Therefore, our CEO to median employee pay ratio is approximately 68.3:1.

~~In the event of a change in control (as defined in the 2006 Plan) and a participant's subsequent termination within 24 months of the change in control either (i) by the Company other than~~

This information is being provided solely for "Cause" or (ii) by the participant for "Good Reason," unless the Compensation Committee expressly provides otherwise in an applicable award agreement, any outstanding awards held by the participant will immediately become vested and exercisable in full. "Cause" and "Good Reason" have the meanings set forth in any applicable employment, consulting, severance or other written agreement between the Company and the participant or, if none, any award agreement or, if none, the 2006 Plan.compliance purposes. The Compensation Committee has the discretion to terminate all or a portion of any outstanding awards upon a change in control, after giving notice to each affected participant. Each affected participant would receive an amount equal to the value of such award on the date of the change in control or, with respect to each share of stock subject to a stock option or stock appreciation right, an amount equal to the excess of the fair market value of the shares of stock immediately prior to the occurrence of the change in control over the exercise price per share of such stock option or stock appreciation right. Such amounts would be payable in cash, other property or a combination thereof, in the Committee's discretion. Awards granted to non-employee directors vest upon a change in control.does not consider this ratio when evaluating compensation arrangements.

The 2006 Plan is administered by the Compensation Committee and has delegated to our Chief Executive Officer the authority to grant up to a specific number of equity awards to current or prospective employees (other than those individuals subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") at the time of grant) in the Chief Executive Officer's discretion.

~~Employee Stock Purchase Plan~~

We maintain an employee stock purchase plan, which is intended to be qualified under Section 423 of the Code. Each of our U.S. employees and a limited group of our German employees who customarily work more than 20 hours per week and more than five months in any calendar year is eligible to participate in this plan after completing six months of service. To participate in the plan, an employee may designate prior to the commencement of a six-month offering period the amount of payroll deductions to be made from his or her paycheck for the purchase of shares of our common stock under the plan, which amount may not exceed 10% of his compensation. On each purchase date, shares of our stock are purchased automatically for each participant with the amounts withheld from his or her payroll deductions at a price equal to 85% of the lesser of the fair market value of the shares on the purchase date or the fair market value of the shares on the first day of the offering period. An employee may not participate in an offering period if, immediately after the purchase of shares, the employee would own shares or hold options to purchase shares of our stock possessing 5% or more of the total combined voting power or value of all classes of our stock. The employee stock purchase plan includes a "Non-Code Section 423 Component" for the employees of subsidiaries outside the United States.

AUDIT COMMITTEE REPORT

The primary role of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial information proposed to be provided to stockholders and others, the adequacy of the system of internal control over financial reporting and disclosure controls and procedures established by management and the Board, and the audit process and the independent registered public accounting firm's qualifications, independence and performance.

Management has primary responsibility for the financial statements and is responsible for establishing and maintaining the Company's system of internal controls ~~and for~~over preparation of the Company's financial statements. The Company's independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an integrated audit of the Company's consolidated financial statements and the effectiveness of internal controls over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and issuing an opinion on the financial statements and the effectiveness of internal controls over financial reporting. The Audit Committee also employs an international auditing firm to conduct internal audits throughout the Company of various financial, operational and information technology areas as selected each year by the Audit Committee. The Audit Committee periodically met and held separate discussions with the internal auditors and the Company's independent registered public accounting firm, with and without management present, to review the adequacy of the Company's internal controls, financial reporting practices and audit process.

The Audit Committee has reviewed and discussed the Company's audited consolidated financial statements for the year ended December 31, ~~2015~~2017 with management and the independent registered public accounting firm. As part of this review, the Audit Committee discussed with Deloitte & Touche LLP the required communications described in Auditing Standard No. 16, Communication with Audit Committees, and those matters required to be reviewed pursuant to Rule 2-07 of Regulation S-X as well as the results of their audit of the effectiveness of internal controls over financial reporting.

The Audit Committee has received from Deloitte & Touche LLP a written statement describing all relationships between that firm and the Company that might bear on their independence, consistent with PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence. The Audit Committee has discussed the written statement with the independent registered public accounting firm and has considered whether its provision of any other non-audit services to the Company is compatible with maintaining the auditors' independence.

Based on the above-mentioned reviews and discussions, the Audit Committee recommended to the Board of Directors that the Company's audited consolidated financial statements be included in its Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2017, as filed with the SEC.

The information in this Audit Committee Report shall not be considered "soliciting material" or "filed" with the SEC, nor shall this information be incorporated by reference into any previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company incorporated it by specific reference.

AUDIT COMMITTEE

~~William S. Hurley,~~Thomas J. Seifert, Chair

~~Michael C. Child~~

Henry E. Gauthier

~~Thomas J. Seifert~~William S. Hurley

Catherine P. Lego

March ~~29, 2016~~28, 2018

5147

PROPOSAL 2: RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP currently serves as our independent registered public accounting firm and audited our consolidated financial statements for the year ended December 31, ~~2015.~~2017. Our Audit Committee has appointed Deloitte & Touche LLP to serve as our independent registered public accounting firm for ~~2016,~~2018, and to conduct an integrated audit of our consolidated financial statements for the year ending December 31, ~~2016~~2018 and of our internal control over financial reporting as of December 31, ~~2016.~~2018. Deloitte & Touche LLP has served as the Company's auditor since 1999.

The Audit Committee is solely responsible for the appointment, retention, termination and oversight of the work of our independent registered public accounting firm, including the approval of all engagement fees, terms, and the annual audit plan. In determining whether to reappoint Deloitte & Touche LLP as the Company's independent external auditor, the Audit Committee took into consideration several factors, including an assessment of the professional qualifications and past performance of the lead audit partner and the Deloitte & Touche LLP team, the quality and level of transparency of the Audit Committee's relationship and communications with Deloitte & Touche LLP. The Audit Committee considered, among other things, the knowledge and skills of Deloitte & Touche LLP's auditing experts that would be providing services to the Company, international scope and knowledge of the Company and its operations. After its assessment, the Audit Committee concluded that the best course of action was to reappoint Deloitte & Touche LLP as the Company's independent external auditor for ~~2016.~~2018. Lead and concurring audit partners are subject to rotation requirements that limit the number of consecutive years an individual partner may provide services. The maximum number of consecutive years of service in that capacity is five years and 2019 will be a year of lead audit partner rotation. The Audit Committee was directly involved in the selection process of the current and prior lead audit partners. In 2014, the process for rotation of the Company's lead audit partner involved a meeting between the Audit Committee and the successor candidate, as well as meetings with management.

Fees Paid to Deloitte & Touche. The fees for services provided by Deloitte & Touche LLP, member firm of Deloitte Touche Tohmatsu, and their respective affiliates, to the Company were:


	Fees				Fees
Fee Category	2015		2014		2017		2016
Audit fees	$	1,509,220	$	1,391,908	$	1,873,535	$	1,662,214
Audit-related fees	$	49,604	—		$	212,072	$	150,258
Tax fees	$	50,000	224,501		$	95,200	$	278,753
All other fees	$	—	—		$	—	$	—
Total Fees	$	1,608,824	$	1,616,409	$	2,180,807	$	2,091,225

Audit fees. These fees comprise fees for professional services rendered in connection with the audit of the Company's consolidated financial statements that are customary under auditing standards generally accepted in the United States. Audit fees also include fees for consents and reviews related to SEC filings and quarterly services with respect to the preparation of our unaudited quarterly financial statements. ~~The audit fees in 2015 increased attributable to an increase in scope.~~

Audit-related fees. These fees comprise fees for services that are reasonably related to the performance of the audit or review of the Company's financial statements. The increase in audit-related fees in 2017 primarily relate to additional audit work required for acquisitions completed in 2017.

Tax fees. Fees for tax services consist of fees for tax compliance services and tax planning and advice services. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute and obtain government approval for amounts to be included in tax filings. Tax planning and advice are services rendered with respect to proposed transactions or that alter a transaction to obtain a particular tax result. The tax fees in ~~2015~~2017 and 2016 relate primarily to assistance with the analysis of research and development tax credits and incentives and assistance. The decrease in tax fees relates to one-time work for research and development tax incentives outside the United States in 2016.

All other fees. These are fees for any services not included in the other three categories.

Policy on Pre-Approval of Audit and Permissible Non-Audit Services. The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These

services may include audit services, audit-related services and tax services as well as specifically designated non-audit services that, in the opinion of the Audit Committee, will not impair the independence of the independent

registered public accounting firm. Pre-approval is generally provided for each fiscal year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and our management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with the pre-approval, including the fees for the services performed to date. In addition, the Audit Committee also may pre-approve particular services on a case-by-case basis, as required.

Our Audit Committee is solely responsible for selecting and appointing our independent registered public accounting firm, and this appointment is not required to be ratified by our stockholders. However, our Audit Committee has recommended that the Board submit this matter to the stockholders in a non-binding advisory vote as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP, and may retain that firm or another without re-submitting the matter to our stockholders. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"

RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

5349

OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership of, and transactions in, our securities with the SEC. These directors, executive officers and 10% stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on its review of such forms received by it and the written representations of its Reporting Persons, the Company has determined that no such persons known to it were delinquent with respect to their reporting obligations as set forth in Section 16(a) of the Exchange ~~Act, except for the Form 4 of Mr. Meurice filed on June 22, 2015, which reported the tax withholding of shares for restricted stock units that vested on June 3, 2015.~~Act.

~~2017~~2019 Annual Meeting and Nominations

Stockholders may present proposals for action at a future meeting and nominations for director if they comply with applicable SEC rules and our by-laws. If you would like us to consider including a proposal in our proxy statement pursuant to Rule 14a-8 under the Exchange Act, it must be received by our Secretary, at IPG Photonics Corporation, 50 Old Webster Road, Oxford, Massachusetts 01540, on or before December ~~13, 2016.~~10, 2019. If you would like to present a proposal at the ~~2017~~2019 annual meeting of stockholders or nominate a director next year, but not to have such proposal or nominee included in our proxy statement relating to that meeting, such proposal or nomination must be received by our Secretary not earlier than February ~~1, 2017~~5, 2019 and not later than March ~~3, 2017.~~7, 2019. Our by-laws contain additional specific requirements regarding a stockholder's ability to nominate a director or to submit a proposal for consideration at an upcoming meeting. Our by-laws require that the notice to the Company include (i) information relating to the name, age and experience of the nominee and such other information concerning such nominee as would be required under the then-current rules of the SEC to be included in a proxy statement soliciting proxies for the election of the nominee, (ii) the nominee's written consent to being named in the proxy statement and serving as a director, if elected and (iii) the name and address of the record holder and beneficial holder of the shares, the number of shares held of record or beneficially owned, and representations as described in our by-laws. If the Nominating and Corporate Governance Committee or the Board determines that any nomination made by a stockholder was not made in accordance with the Company's procedures, the rules and regulations of the SEC or other applicable laws or regulations, such nomination will be void. If you would like a copy of the requirements contained in our by-laws, please contact our Secretary.

No Incorporation by Reference

In our filings with the SEC, information is sometimes "incorporated by reference." This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the Compensation Committee Report and the Audit Committee Report contained in this proxy statement specifically are not incorporated by reference into any of our other filings with the SEC, are not to be deemed soliciting materials or subject to the liabilities of Section 18 of the Exchange Act. In addition, this proxy statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this proxy statement.

Stockholders Sharing the Same Address

Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the Notice, proxy statement or annual report, call 877-373-6374 if you are a stockholder of record, or contact your bank or broker if you own shares in "street name."

5450

In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your bank or broker if your shares are held in "street name." You may notify us if you are a stockholder of record by calling 877-373-6374.

5551




IMPORTANT ANNUAL MEETING INFORMATION
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.		ý
		ý

Admission Ticket

Electronic Voting Instructions

You can vote by Internet or telephone!

Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the two

voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE

TITLE BAR.

Proxies submitted by the Internet or telephone must be

received by 1:00 a.m., Central Time, on June ~~1, 2016.~~5, 2018.

Vote by Internet

Log on to the Internet and go to

www.investorvote.com/ipgp

Follow the steps outlined on the secured website.

Vote by telephone

Ÿ Call toll free 1-800-652-VOTE (8683) within the

USA, US territories & Canada any time on a touch

tone telephone. There is NO CHARGE to you for

the call.

• Follow the instructions provided by the recorded

message.




Annual Meeting Proxy Card

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Proposals — The Board recommends a vote FOR all nominees and ~~proposals listed in Proposals 1 and~~Proposal 2.

Election of Directors

For

Withhold

For

Withhold

For

Withhold

01 - Valentin P.

Gapontsev, Ph.D.

02 - Eugene A. Scherbakov,

Ph.D.

03 - Igor Samartsev

04 - Michael C. Child

05 - Henry E. Gauthier

06 ~~– William S. Hurley~~- Catherine P. Lego

07 - Eric Meurice

08 - John R. Peeler

09 –- Thomas J. Seifert

Ratify Deloitte & Touche LLP as IPG's independent registered public accounting firm for 2018

For

Against

Abstain

~~For~~

~~Against~~

~~Abstain~~

~~Ratify our independent registered public accounting firm.~~

B Non-Voting Items

Change of Address — Please print your new address below.

Comments — Please print your comments below.

Meeting Attendance

Mark the box to the right if

you plan to attend the

Annual Meeting.




C		Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.




Date (mm/dd/yyyy) — Please print date below.	Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.
/ /




¢				+

~~2016~~2018 Annual Meeting Admission Ticket

~~2016~~2018 Annual Meeting of ~~Stockholders~~Shareholders

IPG Photonics Corporation

June ~~1, 2016~~5, 2018

50 Old Webster Road

Oxford, ~~Massachusetts~~MA 01540

Upon arrival, please present this admission ticket

and photo identification at the registration desk.

If you plan to attend the annual meeting, please bring this admission ticket with you. This ticket admits a ~~stockholder~~shareholder and one guest. All meeting attendees must present valid photo identification. For your safety, all personal items including bags, purses and briefcases are subject to inspection. The use of photographic and recording devices is prohibited in the building. Cell phone use is permitted only in the lobby area. No personal items, with the exception of purses, may be carried into the meeting area.

From the East

Travel the Mass Turnpike West to Auburn Exit 10. From the tollbooth bear to the left and take the second right, I-395 South, Oxford. Travel I-395 South and take Exit 4B Sutton Ave., Oxford. From Exit 4B go to the set of traffic lights and turn left onto Main Street (Rt. 12 South). Follow Main Street for approximately 1.5 miles turn right onto Harwood Street. Follow Harwood Street for 1.5 miles (bear left at fork in road), Harwood Street becomes Old Webster Road. IPG Photonics will be on your left.

From the West

Travel the Mass Pike East to Exit 10 Auburn, approximately a 15 minute drive. From the tollbooth, bear to the left and take the second right, I-395 South, Oxford. From Exit 4B go to the set of traffic lights and turn left onto Main Street (Rt. 12 South). Follow Main Street for approximately 1.5 miles turn right onto Harwood Street. Follow Harwood Street for 1.5 miles (bear left at fork in road), Harwood Street becomes Old Webster Road. IPG Photonics will be on your left.

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Proxy —- IPG Photonics Corporation

Notice of ~~2016~~2018 Annual Meeting of Stockholders

50 Old Webster Road, Oxford, MA 01540

Proxy Solicited by Board of Directors for Annual Meeting –- June ~~1, 2016~~5, 2018

~~Dr.~~ Valentin P. Gapontsev and Angelo P. Lopresti, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of IPG Photonics ~~Corporation~~ to be held on June ~~1, 2016~~5, 2018 or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees ~~listed in~~and Proposal ~~1 AND~~ 2.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)




¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2))

ý		Definitive Proxy Statement

¨		Definitive Additional Materials

¨		Soliciting Material Pursuant to §240.14a-12



ý	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1	)	Title of each class of securities to which transaction applies:
	(2	)	Aggregate number of securities to which transaction applies:
	(3	)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4	)	Proposed maximum aggregate value of transaction:
	(5	)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
	(1	)	Amount Previously Paid:
	(2	)	Form, Schedule or Registration Statement No.:
	(3	)	Filing Party:
	(4	)	Date Filed:




	~~Page~~
~~Notice of Annual Meeting of Stockholders~~	1
~~Proxy Summary~~	2
~~General Information About the Meeting~~	5
~~Corporate Governance~~	9
~~Related Person Transactions~~	14
~~Board of Directors~~	15
~~Director Compensation~~	23
~~Proposal 1: Election of Directors~~	25
~~Common Stock Ownership~~	26
~~Executive Officers~~	28
~~Compensation Committee Report~~	29
~~Compensation Discussion and Analysis~~	30
~~Executive Compensation Tables~~	42
~~Equity Compensation Plans~~	49
~~Audit Committee Report~~	51
~~Proposal 2: Ratification of Independent Registered Public Accounting Firm~~	52
~~Other Matters~~	54



11.	elect nine directors named in the accompanying proxy ~~to serve until our 2017 annual meeting of stockholders~~statement; and
22.	ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for ~~2016.~~2018.



	~~Important~~The Notice ~~Regarding the Availability~~ of Meeting, Proxy ~~Materials for the~~Statement and Annual ~~Meeting~~Report on Form 10-K are available free of charge at: investor.ipgphotonics.com. On or about April 18, 2018, we will mail to ~~be held~~most of our stockholders a notice containing instructions on ~~June 1, 2016:~~ ~~The~~how to access this proxy statement and ~~2015~~our annual report and to ~~stockholders are available at:~~vote via the Internet or by telephone.
~~www.edocumentview.com/ipgp~~
If you want to receive a paper copy or e-mail of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to our Investor Relations at ipgp@investorrelations.com or by telephone (617) 542-5300. Please make your request on or before May 20, 2016 to facilitate timely delivery.




	Page
Notice of Annual Meeting of Stockholders
Proxy Summary	1
General Information About the Meeting	4
Corporate Governance	8
Related Person Transactions	13
Board of Directors	14
Director Compensation	23
Proposal 1: Election of Directors	25
Common Stock Ownership	26
Executive Officers	28
Compensation Committee Report	29
Compensation Discussion and Analysis	30
Executive Compensation Tables	41
Audit Committee Report	47
Proposal 2: Ratification of Independent Registered Public Accounting Firm	48
Other Matters	50



•	Completing and mailing the enclosed proxy card
•	Calling (800) 652-8683
•	Visiting www.investorvote.com/ipgp
•	In person at the annual meeting



~~Item~~ ~~Number~~	~~Description~~	~~Board Vote~~ ~~Recommendation~~
1	~~Elect nine directors named in the proxy to serve until our 2017 annual meeting of stockholders~~	~~FOR~~
2	~~Ratify the Company's independent registered public accounting firm~~	~~FOR~~



Proposal	Description	Board Vote Recommendation	Page Reference
1	Elect nine directors named in the proxy statement to serve for a one-year term	FOR	25
2	Ratify Deloitte & Touche LLP as our independent registered public accounting firm for 2018	FOR	48



Name	Age	Director Since	Principal Occupation	Independent	Committee Memberships	Experience and Skills
Valentin P.	77	1990	CEO and Chm. of Bd.,	No	None	•	Executive management
Gapontsev,			IPG Photonics			•	Technology
Ph.D.			Corporation			•	Markets and Applications

Eugene	68	2000	Managing Director,	No	None	•	Operations
Scherbakov,			IPG Laser GmbH			•	Technology
Ph.D.						•	Markets and Applications

Igor	53	2006	Chief Technology Officer,	No	None	•	Technology
Samartsev			IPG Photonics Corporation			•	Executive Management

Michael C.	61	2000	Senior Advisor,	Yes	NCGC* (Chair)	•	Management and Operations
Child			TA Associates, Inc.		Audit	•	Mergers & Acquisitions
						•	Technology Growth Companies

Henry E.	75	2006	Former Pres. and Chm.,	Yes	Presiding Ind. Dir.	•	Laser Industry
Gauthier			Coherent, Inc.		Audit	•	Financial Expert
						•	Management and Operations

William S.	71	2006	Principal	Yes	Audit (Chair)	•	Accounting and Finance
Hurley			W.S. Hurley Financial		Compensation	•	Financial Expert
			Consulting			•	Management

Eric Meurice	59	2014	Former President, CEO	Yes	NCGC	•	Strategy and Strategic Marketing
			and Chairman, ASML		Compensation	•	International Operations
			Holding NV			•	Technology Growth Companies

John R. Peeler	61	2012	CEO and Chm. of Bd.,	Yes	Compensation (Chair)	•	Management and Operations
			Veeco Instruments Inc.		NCGC	•	International Operations
						•	Leadership Development

Thomas J.	52	2014	EVP and CFO,	Yes	Audit	•	Accounting and Finance
Seifert			Symantec Corporation			•	Financial Expert
						•	Technology Growth Companies



Types of Fees	2015		2014
Audit Fees	$	1,509,220	$	1,391,908
Audit-Related Fees	$	49,604	$	—
Tax Fees	$	50,000	$	224,501
All Other Fees		—		—



The Board:
•	is comprised of ~~67%~~70% independent directors

•	has a presiding independent director

•	is comprised of directors with a broad range of leadership, professional skills, and experiences which, when taken as a whole, is invaluable in evaluating our opportunities and executing them

•	meets in executive session at each regularly scheduled Board meeting

•	is elected annually

•	complies with stock ownership guidelines it adopted to align the interests of directors with stockholders

•	adopted a policy that prohibits hedging and limits pledging of Company stock by directors and officers

•	engages in an annual self-evaluation process

•	oversees risk management with a focus on the most significant risks facing IPG

•��	regularly considers succession planning to ensure boardroom skills are aligned with IPG's long-term strategic plan


The Audit, Compensation, and Nominating and Corporate Governance Committees:
•	are comprised entirely of independent directors; The Audit Committee is comprised of ~~three~~four "financial experts"

•	annual review of charters to ensure alignment with evolving Committee responsibilities

•	engage in an bi-annual self-evaluation process

•	have active Committee member engagement with each director participating in more than 75% of the applicable Committee meetings



The Compensation Committee:
•	is comprised entirely of independent directors who oversee the executive compensation program

•	retains an independent compensation consultant to advise the Committee on the executive compensation program and other compensation matters

•	annually reviews the executive compensation program to align it with the stockholder interests

•	aligns executive pay with performance consistent with our pay-for-performance philosophy

•	balances short-term and long-term incentives including multiple measures of performance

•	links executive pay to IPG performance with long-term equity incentives

•	designs the compensation program to maximize stockholder value while mitigating short-term risk taking

•	caps the maximum amount that can be earned for ~~short-term~~annual incentives

The Named Executive Officers:
•	have a majority of total direct compensation tied to performance, thereby aligning a significant portion of executive compensation payouts with the interest of stockholders

•	have no retirement benefits and limited perquisites

•	do not receive excise tax gross-up protections

•	may not hedge Company stock and are ~~allowed~~permitted limited pledging

•	do not receive single-trigger change of control provisions

•	comply with stock ownership guidelines to align the interests of officers with stockholders

•	are subject to clawback provisions



When:		~~Wednesday,~~Tuesday, June ~~1, 2016,~~5, 2018, at 10:00 a.m. Eastern Time
Where:		IPG Photonics Corporation 50 Old Webster Road Oxford, Massachusetts 01540


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Total ($)	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Total ($)
Robert A. Blair (2)	22,870	—	—	22,870
Michael C. Child	66,612	166,580	83,322	316,514	51,458	165,091	83,319	299,868
Henry E. Gauthier	72,500	166,580	83,322	322,402	65,208	165,091	83,319	313,618
William S. Hurley	75,000	166,580	83,322	324,902	67,708	165,091	83,319	316,118
Catherin P. Lego					76,042	165,091	83,319	324,452
Eric Meurice	54,112	166,580	83,322	304,014	73,125	165,091	83,319	321,535
John R. Peeler	70,000	166,580	83,322	319,902	80,833	165,091	83,319	329,243
Thomas J. Seifert	52,500	166,580	83,322	302,402	75,417	165,091	83,319	323,827


Name	Unvested Restricted Stock Units (#)	Total Option Awards Held (#)	Exercisable Option Awards (#)	Unvested Restricted Stock Units (#)	Total Option Awards Held (#)	Exercisable Option Awards (#)
Michael C. Child	1,723	51,923	49,668	1,185	52,264	49,925
Henry E. Gauthier	1,723	37,405	35,150	1,185	7,596	5,257
William S. Hurley	1,723	28,589	26,334	1,185	14,096	11,757
Catherine P. Lego				3,444	10,847	2,127
Eric Meurice	4,692	11,678	2,356	2,175	17,019	12,324
John R. Peeler	1,723	40,255	33,313	1,185	25,596	23,257
Thomas J. Seifert	4,692	11,678	2,356	2,175	4,695	—



Name	Shares Owned	Right to Acquire Shares within 60 Days	Total	Percent
The Valentin Gapontsev Trust I (1)	14,691,003	—	14,691,003	27.7	%
Valentin P. Gapontsev, Ph.D. (2)	7,249,935	—	7,249,935	13.7	%
IP Fibre Devices (UK) Ltd.	7,014,004	—	7,014,004	13.2	%
FMR LLC (3)	4,661,134	—	4,661,134	8.8	%
Michael C. Child	12,779	51,979	64,758	*%
Henry E. Gauthier	15,750	27,974	43,724	*%
William S. Hurley	11,201	30,312	41,513	*%
Eric Meurice	693	6,334	7,027	*%
John R. Peeler	2,200	37,291	39,491	*%
Igor Samartsev (4)(5)(6)	891,383	48,150	939,533	1.8	%
Eugene Scherbakov, Ph.D. (4)(7)	16,584,926	39,875	16,624,801	31.4	%
Thomas J. Seifert	990	6,334	7,324	*%
Angelo P. Lopresti (7)	16,622,423	26,563	16,648,986	31.4	%
Timothy P.V. Mammen	15,920	40,975	56,895	*%
Alexander Ovtchinnikov, Ph.D. (7)	16,645,158	21,938	16,667,096	31.5	%
Trevor D. Ness	378	12,250	12,628	*%
Nikolai Platonov, Ph.D. (4)(7)	15,613,366	750	15,614,116	29.5	%
Felix Stukalin	1,793	10,813	12,606	*%
All executive officers and directors as a group (15 persons)	17,873,882	361,538	18,235,420	34.2	%



Name	Shares Owned	Right to Acquire Shares within 60 Days	Total Beneficial Ownership (1)	Percent
Named Executive Officers and Directors (2)
Michael C. Child	10,719	53,449	64,168	*
Valentin P. Gapontsev, Ph.D. (3)	7,249,935	—	7,249,935	13.5	%
Henry E. Gauthier	13,919	8,781	22,700	*
William S. Hurley	9,820	11,781	21,601	*
Catherine P. Lego	3,753	7,914	11,667	*
Angelo P. Lopresti (4)	16,512,586	35,296	16,547,882	30.8	%
Timothy P.V. Mammen	20,186	23,900	44,086	*
Trevor D. Ness	4,074	18,968	23,042	*
Eric Meurice	6,291	19,194	25,485	*
John R. Peeler	5,819	20,596	26,415	*
Igor Samartsev (5)(6)	884,283	7,300	891,583	1.7	%
Eugene Scherbakov, Ph.D. (4)(5)	16,489,381	24,092	16,513,473	30.7	%
Thomas J. Seifert	4,156	6,870	11,026	*
All executive officers and directors as a group (15 persons)	17,771,401	289,712	18,061,113	33.4	%
Other >5% Stockholders
The Valentin Gapontsev Trust I (2)(7)	14,612,004	—	14,612,004	27.2	%
IP Fibre Devices (UK) Ltd. (2)(8)	7,014.004	—	7,014.004	13.1	%
BlackRock, Inc. (9)	3,874,614	—	3,874,614	7.2	%
The Vanguard Group (10)	3,121,013	—	3,121,013	5.8	%



•		reviewing and approving the Chairman and Chief Executive Officer's base salary compensation;

•		determining the annual performance bonus of the Chairman and Chief Executive Officer based upon the corporate goals and objectives set by the independent directors and their input on the attainment of such goals and objectives;

•		reviewing and approving compensation decisions recommended by the Chairman and Chief Executive Officer for the other executive officers, including setting base salaries, annual performance bonuses, long-term incentive awards, severance benefits and perquisites;

•		setting our compensation philosophy and composition of the group of peer companies used for comparison of executive compensation; and

•		reviewing and recommending for approval by the Board the compensation for the non-employee directors.



•		~~The~~the extent that the director/potential director has demonstrated excellence, leadership and significant experience in a field of ~~endeavor;~~endeavor,

•		~~Whether~~whether the director/potential director assists in achieving a collective membership on the Board with a broad spectrum of experience and ~~expertise;~~expertise,

•		~~Whether~~whether the director/potential director meets the independence requirements of the listing standards of the NASDAQ guidelines and SEC rules (where independence is desired);,

•		~~Whether~~whether the director/potential director can read and understand financial statement fundamentals and is committed to representing the long-term interests of the Company’s stockholders, while keeping in perspective the interests of the Company’s customers, employees and the ~~public;~~public and

•		~~Whether~~whether the director/potential director, by virtue of relevant technical expertise, experience or specialized skill relevant to IPG’s current or future business, can add specific value as a Board member.



	Amount
Board Retainer	$	40,000
Presiding Independent Director Retainer	$	20,000
Audit Committee Retainers
Chair	$	25,000
Non-Chair	$	12,500
Compensation Committee Retainers
Chair	$	22,500
Non-Chair	$	10,000
Nominating and Corporate Governance Committee Retainers
Chair	$	17,500
Non-Chair	$	7,500


~~(2)~~	~~Mr. Blair served as a director until June 2, 2015.~~


(1)	In accordance with SEC rules, beneficial ownership includes any shares for which a person or entity has sole or shared voting power or investment power and any shares for which the person or entity has the right to acquire beneficial ownership within 60 days after April 6, 2018 through the exercise of any option or the vesting of a restricted stock unit.


(2)	The contact address for each person or entity is in care of IPG Photonics Corporation, 50 Old Webster Road, Oxford, Massachusetts 01540.


(3)	Includes 7,014,004 shares beneficially owned by IP Fibre Devices (UK) Ltd. ~~("IPFD"~~(“IPFD”), in which the Valentin Gapontsev Trust I, a trust formed by Dr. Gapontsev (the "Gapontsev Trust I"), has a 48% economic interest. The trustees of the Gapontsev Trust I are Drs. Ovtchinnikov, Platonov and Scherbakov and Mr. Lopresti.


~~(2)~~	~~Includes 7,014,004 shares beneficially owned by IPFD,~~ of which Dr. Gapontsev is the sole managing director. ~~Dr. Gapontsev has sole voting and investment power with respect to the shares held of record by IPFD. Dr. Gapontsev has a 3% economic interest in IPFD.~~


~~(3)~~	~~The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. Based solely on a Schedule 13G filed with the SEC on February 12, 2016.~~See note 8 below.


(5)	Such person disclaims beneficial ownership of the shares held by IPFD except to the extent of his economic interest therein.


~~(5)~~	~~Does not include shares held by IPFD.~~ See note 8 below.


(6)	Includes ~~549,000~~539,650 shares held by the spouse of Mr. Samartsev and family trusts formed by her. Mr. Samartsev disclaims beneficial ownership of such shares.


(7)	Includes ~~(a) 14,691,003~~7,014,004 shares beneficially owned by ~~the~~IPFD, in which Gapontsev Trust I ~~(see note 1 above), (b) 922,000 shares beneficially owned by the Valentin~~has a 48% economic interest. Gapontsev Trust ~~II, a trust formed~~I disclaims beneficial ownership of the shares held by IPFD except to the extent of its economic interest therein. See note 8 below.


(9)	The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Based solely on a Schedule 13G filed with the SEC on January 25, 2018.


(10)	The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. Based solely on a Schedule 13G filed with the SEC on February 9, 2018.



Name	Age	Position
Valentin P. Gapontsev, Ph.D.	7779	Chief Executive Officer and Chairman of the Board
Eugene A. Scherbakov, Ph.D.	6870	Chief Operating Officer, Managing Director of IPG Laser GmbH, Senior Vice President, Europe and Director
Timothy P.V. Mammen	4648	Chief Financial Officer and Senior Vice President
Angelo P. Lopresti	5254	General Counsel, Secretary and Senior Vice President
Alexander Ovtchinnikov, Ph.D.	5557	Senior Vice President, Components
Trevor D. Ness	4345	Senior Vice President, World Wide Sales and Marketing
Igor Samartsev	5355	Chief Technology Officer and Director
Felix Stukalin	5456	Senior Vice President, ~~U.S.~~North America Operations



~~What We Do~~		~~What We Don't Do~~

~~Align our Officer Pay with Performance:~~ Compensation is tied to Company performance and stockholder returns. The recent addition of performance stock units that are earned based upon IPG's total stockholder return increases the portion of NEO compensation that is tied to performance.		~~No Retirement Benefits:~~ ~~We have no supplemental executive retirement plans (SERPs) or defined benefit pension plans.~~

~~Balance Short-Term and Long-Term Incentives:~~ ~~Incentive programs provide an appropriate balance of annual and long-term incentives and include multiple measures of performance.~~		~~No Tax Gross-Ups:~~ ~~We do not provide tax gross reimbursements for change in control payments or executive perquisites, which are minimal.~~

~~Use Long-Term Incentives to Link Executive Pay to Company Performance:~~ ~~58% of NEO (other than the CEO) pay consists of long-term incentives linked to increasing our stock price.~~		~~Hedging of Company Stock is Prohibited. We have Limits on Pledging~~

~~Cap Incentive Awards:~~ ~~Short-term incentive plan awards and certain long-term incentives plan awards are capped.~~		~~No Severance For "Cause" Terminations~~

~~Maximize Stockholder Value While Mitigating Risk:~~ ~~Our equity incentives drive performance and reward growth over the long-term, which discourages short-term risk taking. We have four-year cliff vesting for annual equity awards.~~		~~No Single-Trigger Change in Control Provisions~~

~~Have Stringent Stock Ownership Requirements:~~ ~~NEOs substantially exceed our ownership guidelines.~~		~~No Stock Option Repricing without Stockholder Approval~~

~~Impose Clawbacks on Executive Compensation:~~ ~~In 2015, weadopted a compensation recovery policy.~~



Compensation Element		Objective
Base salary	•	Provide a competitive fixed component of cash compensation to attract and retain talented and experienced executives with the knowledge and skills necessary to achieve the Company's strategic business objectives.
	•	The Compensation Committee uses the services of an independent compensation consultant to assess the base salaries as compared to a competitive target range of the Company's named peer group.
	•	The Compensation Committee considers these when setting base salaries of the executive officers: scope of the executive's responsibilities, performance, contributions, skills and experience, annual and long-term Company performance.

~~Short-term~~Annual incentive plan	•	Offer a variable cash compensation opportunity earned based upon the level of achievement of challenging corporate goals, with additional compensation opportunity based upon individual performance.
	•	Foster a shared commitment among executives through establishment of uniform Company financial goals.
	•	Award payouts are subject to a cap of 225% of target in a performance period.

Long-term incentives	•	Align interests of our executives and stockholders by motivating executive officers to increase long-term stockholder value.
	•	Service-based equity awards offer certainty and long-term retention while providing additional compensation opportunity based upon increased stock price levels.
	•	~~Beginning in 2015, performance-based~~Performance-based stock units provide additional incentive to our NEOs (other than the CEO) and ~~will be~~are earned based on IPG's total stockholder return relative to the Russell 3000 index.
	•	~~Strengthen~~Enhance retention with ~~four-year cliff~~ vesting ~~provisions.~~
		over four years.
401(k) Retirement Savings Plan	•	Provides participants the opportunity to defer a portion of their compensation and receive a company match of 50% of deferrals subject to a maximum of 6% of eligible compensation.
	•	The plan is available to all eligible U.S. employees of the Company.

Pension Plan	•	We provide no pension plan or deferred compensation plan.

Perquisites	•	~~There~~Perquisites are ~~no perquisites, with the exception of one Company vehicle available to one executive for personal and business use.~~limited.


Name	Target	Financial Performance Minimum	Financial Performance Maximum	Individual Performance Maximum	Maximum Award Payout	Target Award ($)(1)	Actual Payout ($)	Target as % of Base Salary	Financial Performance Minimum	Financial Performance Maximum	Individual Performance Maximum	Maximum Award Payout (1)	Target Award ($)(2)	Actual Payout ($)
Valentin P. Gapontsev, Ph.D.	100%	18.8%	112.5%	25.00%	225%	662,500	713,582	100%	18.8%	225.0%	25.00%	225%	832,000	1,399,100
Eugene A. Scherbakov, Ph.D.								75%	14.0%	225.0%	19.00%	225%	405,000	769,300
Timothy P.V. Mammen	75%	14.0%	84.0%	19.00%	225%	317,826	342,223	75%	14.0%	225.0%	19.00%	225%	344,000	577,000
Eugene Scherbakov, Ph.D.	75%	14.0%	84.0%	19.00%	225%	346,650	363,675
Alexander Ovtchinnikov, Ph.D.	67%	12.5%	75.0%	16.70%	225%	257,175	277,003
Trevor Ness	75%	14.0%	84.0%	19.00%	225%	276,975	298,267
Trevor D. Ness								75%	14.0%	225.0%	19.00%	225%	308,000	516,200
Angelo P. Lopresti								75%	14.0%	225.0%	19.00%	225%	316,000	530,000


(1)	Maximum award payout is presented as a percentage of the target award.

June ~~1, 2016~~5, 2018

10:00 a.m. Eastern Time

IPG Photonics Corporation
50 Old Webster Road
Oxford, Massachusetts 01540