DEF 14A of Xometry, Inc.
Filed Apr 29, 2024 · FY20230001193125-24-122250
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CURRENT DIRECTORS
INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CURRENT DIRECTORS The following table sets forth, for the Class III nominees and our other directors who will continue in office after the Annual Meeting, their ages and position or office held with us as of the date of this proxy statement.
INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CURRENT DIRECTORS
| Name | Age | Position | Director Since | | Class III director nominees for election at the 2024 Annual Meeting of Stockholders | | | | | Ranjana Clark | 63 | Director | 2021 | | Emily Rollins | 54 | Director | 2021 | | Class II directors continuing in office until the 2026 Annual Meeting of Stockholders | | | | | Fabio Rosati | 59 | Director and Chair of the Board | 2017 | | Katharine Weymouth | 57 | Director | 2020 | | Class I directors continuing in office until the 2025 Annual Meeting of Stockholders | | | | | Randolph Altschuler | 53 | Co-Founder, Chief Executive Officer and Director | 2013 | | Deborah Bial | 58 | Director | 2020 |
INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CURRENT DIRECTORS
Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led the Board to recommend them for board service.
Nominees for Election at the 2024 Annual Meeting of Stockholders
Nominees for Election at the 2024 Annual Meeting of Stockholders Ranjana Clark has served as a member of our Board since July 2021. From July 2013 to March 2023, Ms. Clark held a number of positions with Mitsubishi UFJ Financial Group (“MUFG”), most recently as its Head of Global Transaction Banking, Head of Transaction Banking Americas and Bay Area President. Prior to joining MUFG, Ms. Clark was the Chief Customer and Marketing Officer at PayPal from May 2011 to June 2013. Prior to that, Ms. Clark spent over 25 years in the financial services industry in roles spanning payments, marketing, strategy and business leadership. Ms. Clark currently serves on the board of directors of StanCorp Financial Group, Inc. and InvestCloud, Inc., positions she has held since July 2014 and May 2022, respectively. Ms. Clark is also a member of the President’s Leadership Council, Asia Foundation and a fellow at Stanford University’s Distinguished Careers Institute. Ms. Clark received a B.A. from the University of Delhi, an M.B.A. with an emphasis in Marketing from the Indian Institute of Management, Ahmedabad and an M.B.A with an emphasis in Finance from Duke University’s Fuqua School of Business. We believe Ms. Clark is qualified to serve on our Board due to her extensive executive experience and deep knowledge of the financial services industry. Emily Rollins has served as a member of our Board since March 2021. From September 1992 to September 2020, Ms. Rollins served in various positions at Deloitte & Touche LLP including most recently as an Audit & Assurance Partner. She currently serves on the board of directors and as chair of the audit committee of Dolby Laboratories, Inc., a position she has held since February 2021. Ms. Rollins also currently serves on the boards of directors of several private companies, as well as the Greater Austin Black Chamber of Commerce and the Austin Healthcare Council. Ms. Rollins previously served on the board of directors of McAfee Corp. from October 2021 until its acquisition in March 2022 and Science 37 Holdings, Inc. until its acquisition in March 2024. Ms. Rollins is a managing member of 3E & J LLC. Ms. Rollins holds a B.A. degree in Accounting and International Relations from Claremont McKenna College. We believe that Ms. Rollins is qualified to serve on our Board due to her board and management experience with complex audit and reporting processes for technology and media companies.
Directors Continuing in Office until the 2026 Annual Meeting of Stockholders
Directors Continuing in Office until the 2026 Annual Meeting of Stockholders Fabio Rosati has served as a member of our Board since December 2017 and as chair of our Board since December 2023. Mr. Rosati served on the board of directors from 2017 through November 2023 at Snagajob, a marketplace platform for connecting businesses with hourly workers. At Snagajob Mr. Rosati was Chair of the Board from November 2022 through November 2023, Executive Chairman from June 2019 through October 2022, and Chairman and acting CEO from July 2018 to May 2019. From May 2015 to July 2017 he served on the board of directors of Upwork, a position he held after serving as CEO from January 2014 to April 2015. Mr. Rosati is a board member of Smith.ai. Mr. Rosati received a B.S. in Finance and Accounting from Georgetown University. We believe that Mr. Rosati is qualified to serve on the Board because of his experience in the technology space. Katharine Weymouth has served as a member of our Board since October 2020. Since September 2021, Ms. Weymouth has served as the Chief Operating Officer at Shine Together (formerly known as FamilyCare), a start-up in the mental health space. Ms. Weymouth previously served as a senior advisor to ChefMarket (formerly DineXpert), a platform helping independent restaurants and food businesses source high quality products, and previously served as its Chief Operating Officer and President from June 2017 until May 2021. Ms. Weymouth was the Publisher and Chief Executive Officer of the Washington Post from February 2008 to September 2014. Since January 2015, Ms. Weymouth has served as a Trustee of the Philip L Graham Fund and the Greater Washington Community Foundation. Ms. Weymouth is a board member of Republic Services, Inc, Cable One, Inc., Sequoia Mutual Fund, Inc., and The Graham Holdings Company. Ms. Weymouth received a B.A. in English Literature from Harvard University and a J.D. from Stanford Law School. We believe that Ms. Weymouth is qualified to serve on the Board because of her extensive executive and public company board experience.
Directors Continuing in Office until the 2025 Annual Meeting of Stockholders
Directors Continuing in Office until the 2025 Annual Meeting of Stockholders Randolph Altschuler is our co-founder and has served as our Chief Executive Officer and as a member of our Board since May 2013. Prior to co-founding Xometry, Mr. Altschuler served as the co-founder and Executive Chairman of CloudBlue Technologies, Inc., a provider of recycling services for electronic equipment, from January 2008 to September 2013. Prior to CloudBlue, Mr. Altschuler was the co-founder and Co-Chief Executive Officer of OfficeTiger, Inc., a global business process outsourcing company, from 2000 to 2007. Mr. Altschuler received a B.A. from Princeton University and an M.B.A. from Harvard Business School. Mr. Altschuler was awarded a Fulbright Scholarship and studied at the University of Vienna in Austria. We believe that Mr. Altschuler is qualified to serve on the Board because of his experience building and leading our business since inception. Deborah Bial has served as a member of our board of directors since October 2020. Ms. Bial is the founder and president of the Posse Foundation, a diversity, leadership development and college success organization, a position she has held since 1989. In 2007, Ms. Bial received a prestigious MacArthur “Genius” Fellowship from the John D. and Catherine T. MacArthur Foundation. Ms. Bial received a B.A. from Brandeis University and an Ed.M and Ed.D. from Harvard University, and she is a member of Brandeis’ Board of Trustees. We believe that Ms. Bial is qualified to serve on the Board because of her extensive experience and leadership abilities.
Board Diversity
Board Diversity Our Board believes that a diverse board is better able to effectively oversee our management and strategy, and position our company to deliver long-term value for our stockholders. Our Nominating and Corporate Governance Committee considers diversity, including diversity of gender, ethnic background and country of origin, as adding to the overall mix of perspectives of the Board as a whole. With the assistance of the Nominating and Corporate Governance Committee, the Board regularly reviews trends in board composition, including on director diversity. The table below provides additional diversity information regarding our board of directors as of April 28, 2024. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Listing Rule 5605(f).
Board Diversity
| Board Diversity Matrix (as of April 28, 2024) | | | | | | Board Size: | | | | | | Total Number of Directors | 7 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Gender: | | | | | | Directors | 4 | 3 | 0 | 0 | | Number of Directors who identify in any of the categories below: | | | | | | Asian | 2 | 0 | 0 | 0 | | White | 2 | 3 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |
Board Diversity
Our Board Diversity Matrix as of April 28, 2023 can be found in our proxy statement for the 2023 Annual Meeting, filed with the SEC on April 28, 2023.
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
Overview
Mr. Rallo retired as our Chief Financial Officer, effective as of March 1, 2024. The Board appointed James Miln to serve as our Chief Financial Officer, principal financial officer and principal accounting officer, effective as of March 1, 2024. Mr. Rallo will continue serving as an employee for a period of up to 60 days following the effective date of his cessation of service as Chief Financial Officer to assist in the transition to Mr. Miln. Such cessation of service is considered a severance-eligible termination under Mr. Rallo’s employment agreement, and following the conclusion of the transition period, Mr. Rallo will receive severance benefits in accordance with his employment agreement; please see “Potential Payments Upon Termination or Change in Control” below for more information.
Compensation Program Objectives, Philosophy and Elements of Compensation
| • | create a fair, reasonable and balanced compensation program that rewards executives’ performance and contributions to our short- and long-term business results, while closely aligning the interests of the executives with those of our stockholders; and |
Compensation Program Objectives, Philosophy and Elements of Compensation
| • | utilizes equity compensation and vesting periods for equity awards that encourage executives to remain employed and focused on sustained share price appreciation; and |
Compensation Program Objectives, Philosophy and Elements of Compensation
| • | utilizes a mix between cash and equity compensation designed to encourage strategies and actions that are in the long-term best interests of Xometry and our stockholders. To achieve our compensation objectives, we have historically provided our executive officers, including our named executive officers, with a compensation package consisting of the following elements: |
Compensation Program Objectives, Philosophy and Elements of Compensation
| Element of Compensation | Objectives | Key Features | | Annual Cash Bonus Award (variable, at-risk compensation) | Motivates and rewards employees for achieving rigorous annual corporate performance goals that relate to our key business objectives. | The Compensation Committee generally provides our eligible executives, including our named executive officers, an opportunity to earn annual cash bonus awards contingent upon the attainment of certain individual and company performance targets as established by the Compensation Committee or the Board. Each executive’s bonus award payout is determined by multiplying the executive’s target bonus opportunity (expressed as a percentage of the executive’s annual base salary) by the percentage of achievement as determined by the Compensation Committee. Target bonus opportunities are generally reviewed annually at the beginning of the fiscal year and determined based upon a review of competitive market data drawn from the peer group and broad compensation surveys. | | Equity-Based Incentive Awards (at-risk compensation) | Motivates and rewards employees for long-term company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Annual equity incentive opportunities generally are reviewed and determined at the beginning of each fiscal year or as appropriate during the year for new hires, promotions, or other special circumstances, such as retention. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value, historical value of our stock, internal equity amongst executives and market data provided by Meridian. For 2023, the annual equity awards granted to our named executive officers were comprised 50% of stock options and 50% of restricted stock units. |
How We Determine Executive Compensation
| • | amending the group of peer companies to use as a reference in making executive compensation decisions; |
How We Determine Executive Compensation
| • | reviewing our director compensation policies and practices. |
How We Determine Executive Compensation
The Compensation Committee has the sole authority to engage and terminate Meridian’s services, as well as to approve its compensation. Meridian makes recommendations to the Compensation Committee, but has no authority to make compensation decisions on behalf of the Compensation Committee or Xometry. Meridian reports to the Compensation Committee and has direct access to the chairperson and the other members of the Compensation Committee. Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we may compete for top talent. To this end, the Compensation Committee works annually with Meridian to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. The Compensation Committee believes that the peer and market data provided by Meridian, along with other factors, is an important reference point when setting compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success. The Compensation Committee generally targets setting our executive officers’ annual base salaries near the 50th percentile of our peer group, annual performance-based cash bonuses near the 50th percentile and equity compensation slightly above the 25th percentile, but compensation relative to our peer group companies can and does vary by executive officer as a result of individual performance, tenure, scope of responsibility and other factors deemed relevant by the Compensation Committee. The Compensation Committee reviews these criteria collectively but does not assign a weight to any particular criterion when setting compensation levels. As a result, the Compensation Committee seeks to align total compensation with executive and corporate performance, such that executive compensation may exceed the median level of our peer group when our company exceeds its performance goals and demonstrates strong stockholder value over time. 2023 Peer Group In November 2022, Meridian proposed, and the Compensation Committee approved, a group of publicly traded companies to serve as a reference point when making 2023 compensation decisions. In selecting the peer group, the following criteria were considered:
How We Determine Executive Compensation
At the time of selection, the consensus estimate for our next twelve months’ revenue (as reported by S&P Global Market Intelligence) approximated the 40th percentile of the 2023 Peer Group while our market capitalization approximated the 55th percentile. For 2023, three companies were removed from the 2022 peer group (the “2022 Peer Group”)—MicroStrategy Incorporated, The RealReal, Inc., and Vroom, Inc.—because of business model disruptions that make them inappropriate peers at this time. Three new companies were added to form the 2023 Peer Group as shown above.
Elements of Our Fiscal Year 2023 Executive Compensation Program
| (3) Ms. Mayerhofer’s base salary was increased to better align her compensation with market competitive data. |
Elements of Our Fiscal Year 2023 Executive Compensation Program
Annual Cash Bonus Awards Our named executive officers are eligible for annual cash bonus awards based on company performance and individual performance, with payment amounts determined by the Compensation Committee based on the Compensation Committee’s assessment of performance for the applicable year. The annual incentive plan is intended to focus the entire organization on meeting or exceeding the annual performance goals that are set during the early part of each year and approved by the Compensation Committee or the Board, while also providing significant opportunity to reward individual contributions. Each named executive officer is assigned an annual target bonus opportunity, which is expressed as a percentage of such executive’s base salary. Each executive’s annual target bonus opportunity generally increases as such executive’s ability to affect our company’s performance increases. Consequently, as an executive’s responsibilities increase, the executive’s variable, at-risk compensation in the form of an annual cash bonus may also increase, generally making up a larger portion of the executive’s total compensation. Our named executive officers may be eligible for an annual bonus in excess of target based on outstanding performance. The 2023 target bonus opportunities of our named executive officers, which were determined by the Compensation Committee and approved by the Board in the first quarter of 2023, are set forth in the table below.
Elements of Our Fiscal Year 2023 Executive Compensation Program
| Named Executive Officer | 2023 Target Bonus Opportunity (% of base salary) | 2023 Target Bonus Opportunity ($) | | Randolph Altschuler | 100 | 475,000 | | James Rallo | 65 | 270,400 | | Peter Goguen | 55 | 220,000 | | Matthew Leibel | 50 | 200,000 | | Kathy Mayerhofer | 100 | 350,000 |
Elements of Our Fiscal Year 2023 Executive Compensation Program
For 2023, our Board, upon the recommendation of the Compensation Committee, established total revenue and Adjusted EBITDA as the corporate performance goals applicable to the annual incentive bonus. The Compensation Committee chose these metrics because it believes that these goals represent rigorous objectives for our named executive officers, align with stockholder interests, and are the most impactful financial measures driving long-term stockholder value. Additionally, a weighting between corporate performance and individual performance is also applied for each named executive officer to reflect the level of impact such individual would be able to make on the overall corporate performance. The program permits the exercise of both negative and positive discretion based on the Compensation Committee’s view of overall corporate and individual performance within the context of challenges and opportunities confronted during the year. The table below sets forth (i) the relative weighting for each corporate performance goal and the individual performance component of the 2023 cash bonus awards, (ii) the threshold, target and maximum performance levels for each corporate performance goal, (iii) the actual performance level for each corporate performance goal and the individual performance component for each named executive officer and (iv) the total weighted payout as a percentage of each named executive officer’s 2023 target bonus opportunity.
Elements of Our Fiscal Year 2023 Executive Compensation Program
| Bonus Component | Goal Weighting | Threshold (20% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | % Payout | Weighted % Payout of Target Award | | Corporate Performance | | | | | | | | | Revenue(1) | 40% | $427.5M | $475.0M | $522.5M | $463.4M | 80% | 32% | | Adjusted EBITDA(2) | 40% | $(27.5M) | $(25.0M) | $(22.5M) | $(27.5M) | 20% | 8% | | Total | 80% | | | | | | 40% | | Individual Performance(3) | | | | | | | | | Randolph Altschuler | 20% | | | | | 75% | 15% | | James Rallo | 20% | | | | | 50% | 10% | | Peter Goguen | 20% | | | | | 100% | 20% | | Matthew Leibel | 20% | | | | | 100% | 20% | | Kathy Mayerhofer | 20% | | | | | 100% | 20% |
Elements of Our Fiscal Year 2023 Executive Compensation Program
| (3) Mr. Rallo achieved 50% and Mr. Altschuler achieved 75% of their respective individual performance components of the 2023 incentive bonus awards due to the material weakness that occurred in 2022 and the miss of certain metric targets. All other named executive officers achieved 100% of their individual performance components of the 2023 incentive bonus awards based on the Chief Executive Officer’s assessment of each named executive officer’s performance. |
Elements of Our Fiscal Year 2023 Executive Compensation Program
| Name | 2023 Target Bonus Opportunity | Corporate Performance Weighting | Weighted Payout of Corporate Performance Component (A) | Individual Performance Weighting | Weighted Payout of Individual Performance Component (B) | 2023 Annual Cash Bonus Payout (% of Target) (A+B) | 2023 Annual Cash Bonus Payout | | Randolph Altschuler | $475,000 | 80% | 40% | 20% | 15% | 55% | $261,505 | | James Rallo | $270,400 | 80% | 40% | 20% | 10% | 50% | $135,251 | | Peter Goguen | $220,000 | 80% | 40% | 20% | 20% | 60% | $132,000 | | Matthew Leibel | $200,000 | 80% | 40% | 20% | 20% | 60% | $120,000 | | Kathy Mayerhofer | $350,000 | 80% | 40% | 20% | 20% | 60% | $210,000 |
Elements of Our Fiscal Year 2023 Executive Compensation Program
Equity-Based Incentive Awards Equity-based compensation is an important foundation in executive compensation packages, as we believe it is important to maintain a strong link between executive incentives and the creation of stockholder value. We believe that performance and equity-based compensation can be an important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting, motivating and retaining high-quality executives. Prior to our IPO, all of the equity awards we granted were made pursuant to our 2016 Incentive Plan (the “2016 Plan”). Following our IPO, all of the equity incentive awards have been and will be granted under the terms of our 2021 Equity Incentive Plan (the “2021 Plan”), under which we may grant equity incentive awards to our directors, employees and consultants, and our affiliates, to enable us to obtain and retain services of these individuals, which we believe is essential to our long-term success. Individual grants are determined by the Compensation Committee based on a number of factors, including current corporate and individual performance, the Chief Executive Officer’s recommendations for executive officers other than himself, outstanding equity holdings and their retention value and total ownership, historical value of our stock, the value of current equity awards of executives, and with reference to an analysis of competitive market data prepared by Meridian. Following this, the Compensation Committee recommends to the Board the size of individual grants to our executive officers. In 2023, as part of its annual process, the Compensation Committee reviewed our executive compensation program with Meridian to ensure it continues to achieve the goals of the program and remains competitive. Based on its review, the Compensation Committee approved the use of a mixture of 50% stock options and 50% restricted stock units (“RSUs”), consistent with 2022. In connection with its general review of our equity program, the Compensation Committee determined that such a mix of RSU and stock option awards as part of our executive officer’s equity compensation package would continue to have the effect of retaining and incentivizing our executive officers to grow the business in a way that increases stockholder value. In March 2023, the Compensation Committee recommended, and the Board approved, equity awards to our named executive officers using a mixture of stock options and RSUs. The number of stock options and RSUs received by each named executive officer was based on an aggregate grant value approved by the Board, split 50% in the form of stock options and 50% in the form of RSUs. The following table sets forth the annual equity incentive awards granted to our named executive officers in 2023:
Elements of Our Fiscal Year 2023 Executive Compensation Program
| Named Executive Officer | Stock Options (#)(1) | RSUs (#)(2) | Aggregate Grant Date Fair Value ($) | | Randolph Altschuler | 29,407 | 19,715 | 646,288 | | James Rallo | 44,463 | 29,809 | 977,181 | | Peter Goguen | 32,465 | 21,765 | 713,492 | | Matthew Leibel | 58,813 | 39,430 | 1,292,564 | | Kathy Mayerhofer | 27,877 | 18,690 | 612,674 |
Elements of Our Fiscal Year 2023 Executive Compensation Program
| (1) The options vest over four years, with 25% of the total shares granted vesting on January 1, 2024 and the remainder vesting in equal quarterly installments for the three years thereafter, subject to the named executive officer’s continuous service through each such date. |
Elements of Our Fiscal Year 2023 Executive Compensation Program
| (2) The shares of Class A common stock underlying such RSUs vest over four years, with 25% of the total shares granted vesting on January 1, 2024 and the remainder vesting in equal quarterly installments for the three years thereafter, subject to the named executive officer’s continuous service through each such date. |
Elements of Our Fiscal Year 2023 Executive Compensation Program
In March 2023, the Compensation Committee recommended, and the Board approved, a special one-time equity award for Mr. Goguen, our Chief Operating Officer, using a mixture of stock options and RSUs, for retention purposes. Mr. Goguen is a highly skilled executive in our industry and the Compensation Committee and the Board were concerned that the total value of Mr. Goguen’s equity holdings in Xometry prior to the grant of the special equity awards were below a level that was adequate for his retention. The aggregate grant value approved by the Board was split 50% in the form of stock options and 50% in the form of RSUs. The following table sets forth the special equity awards granted to Mr. Goguen in 2023:
Elements of Our Fiscal Year 2023 Executive Compensation Program
| Named Executive Officer | Stock Options (#)(1) | RSUs (#)(2) | Aggregate Grant Date Fair Value ($) | | Peter Goguen | 58,813 | 39,430 | 1,292,564 |
Elements of Our Fiscal Year 2023 Executive Compensation Program
| (1) The options vest over four years, with 25% of the total shares granted vesting on March 15, 2024 and the remainder vesting in equal quarterly installments for the three years thereafter, subject to Mr. Goguen’s continuous service through each such date. |
Elements of Our Fiscal Year 2023 Executive Compensation Program
| (2) The shares of Class A common stock underlying such RSUs vest over four years, with 25% of the total shares granted vesting on March 15, 2024 and the remainder vesting in equal quarterly installments for the three years thereafter, subject to Mr. Goguen’s continuous service through each such date. |
Elements of Our Fiscal Year 2023 Executive Compensation Program
In March 2024, the Compensation Committee introduced performance restricted stock units (“PSUs”) into our long-term incentive compensation program for 2024. PSUs are intended to further our pay-for-performance philosophy by incentivizing long-term value creation and strong financial performance, and further aligning the interests of our named executive officers with those of our stockholders. The PSUs are eligible to be earned upon achievement of certain corporate and financial performance metrics, to be measured as of the end of fiscal 2024, and, once earned based on performance, are subject to an additional time-based vesting period. One-third of the PSUs that are earned based on performance will vest when the Compensation Committee certifies achievement of the performance goals, and the remainder of the PSUs will vest in equal annual installments on the first and second anniversaries of the performance certification date, subject to the recipient’s continued service. For 2024, the Board did not issue stock options to our named executive officers; rather, the number of RSUs and PSUs received by each named executive officer was based on an aggregate grant value approved by the Board, split 50% in the form of RSUs and 50% in the form of PSUs.
Other Features of Our Compensation Program
Other Features of Our Compensation Program Employment Offer Letters We have entered into offer letters with each of our named executive officers. Each of these agreements established the named executive officer’s starting base salary, initial target annual bonus opportunity and initial equity grant. These individuals’ base salaries, annual bonus opportunities and any equity awards are reviewed annually by the Compensation Committee. The amounts effective for 2023 are described above in this Compensation Discussion and Analysis. Severance and Change in Control Benefits Pursuant to the employment agreements we have entered into with each of our named executive officers (other than Mr. Leibel), each executive will be entitled to certain payments and benefits upon a qualifying termination of employment or a change in control. The agreements provide that if the executive resigns for Good Reason or we terminate such executive’s employment without Cause (each as defined in his employment agreement) not in connection with a Change in Control (as defined in the 2021 Plan), then the executive will be eligible to receive the following severance benefits: (1) twelve months (with respect to Messrs. Altschuler and Rallo) or six months (with respect to Mr. Goguen and Ms. Mayerhofer) of base salary, less applicable tax withholdings and paid in accordance with our regular payroll practices; (2) an amount equal to the executive’s prorated annual performance bonus for the calendar year in which the termination occurs, calculated based on the number of days the executive was employed during the applicable calendar year, less applicable tax withholdings; and (3) up to twelve months (with respect to Messrs. Altschuler and Rallo) or six months (with respect to Mr. Goguen and Ms. Mayerhofer) of the employer portion of COBRA premiums paid by us. In addition, if the executive resigns for Good Reason or we terminate such executive’s employment without Cause within three months prior to or twelve months following the effective date of a Change in Control, then the executive will also be eligible to receive the following severance benefits: (1) an amount equal to 100% (with respect to Messrs. Altschuler and Rallo) or 50% (with respect to Mr. Goguen and Ms. Mayerhofer) of the executive’s target annual performance bonus for the calendar year in which the termination occurs, less applicable tax withholdings; and (2) all of the outstanding and unvested time-based equity awards the executive held immediately prior to the termination date will become fully vested and immediately exercisable. As a condition to receiving the severance benefits set forth above, the executive must sign and comply with a separation agreement in a form presented by us, containing among other terms a general release of claims. Mr. Leibel is subject to our corporate severance program (the “Severance Program”), which provides for specified payments and benefits to eligible employees whose positions are eliminated or whose employment is terminated other than for performance-related issues, misconduct or other for-cause reasons. If Mr. Leibel is terminated in accordance with a reduction in the number of employees due to a reduction in force or downsizing, change in strategy or job elimination (as determined by Xometry) then he will be eligible to receive the following severance benefits: (1) equivalent to 1.5 weeks’ base pay for each year of continuous service to Xometry, not to exceed the lesser of (i) 16 weeks’ base pay, or (ii) the limit under Section 401(a)(17) of the Internal Revenue Code for the year in which termination occurs; and (2) if COBRA is elected, for tenure of three years or less, COBRA premiums for two months; tenure of four to seven years, COBRA premiums for three months; and tenure of eight or more years, COBRA premiums for four months. As a condition to receiving the severance benefits set forth above, Mr. Leibel must sign and comply with a separation agreement in a form presented by us, containing among other terms a general release of claims. A more detailed description of each of our named executive officer’s payment and benefits upon a termination or change in control is provided below under “Potential Payments upon Termination or Change in Control.”
Summary Compensation Table
Summary Compensation Table The following table sets forth information for each of the last three completed fiscal years regarding compensation awarded to or earned by our named executive officers during the years indicated:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Randolph Altschuler | 2023 | 475,000 | 311,891 | 334,396 | 261,505 | 1,271 | 1,384,063 | | Co-Founder and Chief Executive Officer | 2022 | 461,250 | 1,656,512 | 1,656,490 | — | 1,158 | 3,775,410 | | | 2021 | 310,000 | — | 2,778,161 | 211,152 | 3,719 | 3,303,032 | | James Rallo(5) | 2023 | 416,000 | 471,578 | 505,603 | 135,251 | 12,587 | 1,541,019 | | Former Chief Financial Officer | 2022 | 406,291 | 756,009 | 755,997 | — | 11,694 | 1,929,991 | | | 2021 | 346,635 | — | 195,267 | 148,406 | 11,204 | 701,512 | | Peter Goguen | 2023 | 400,000 | 968,105 | 1,037,951 | 132,000 | 608 | 2,538,664 | | Chief Operating Officer | 2022 | 361,929 | 552,008 | 551,988 | — | 108 | 1,466,033 | | | 2021 | 345,232 | — | 976,335 | 122,924 | 150,267 | 1,594,768 | | Matthew Leibel | 2023 | 400,000 | 623,783 | 668,781 | 120,000 | 14,062 | 1,826,626 | | Chief Technology Officer | 2022 | 332,231 | 529,001 | 528,987 | 64,378 | 10,186 | 1,464,783 | | Kathy Mayerhofer | 2023 | 350,000 | 295,676 | 316,998 | 210,000 | 6,207 | 1,178,881 | | Chief Sales Officer | | | | | | | |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during the periods presented. See “Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Base Salary” above for further information. |
Summary Compensation Table
| (2) The amounts shown for RSU and option awards represent the aggregate grant date fair value of the option awards granted to our named executive officers during the years indicated as computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). See Note 2 to Consolidated Financial Statements in our Annual Report on Form 10-K for a discussion of assumptions used in determining the aggregate grant date fair value of our RSU and option awards. The amounts reported do not reflect the actual economic value that may be realized by the named executive officers. |
Summary Compensation Table
| (3) See “Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Non-Equity Incentive Plan Compensation” above for a description of the material terms of the program pursuant to which this compensation was awarded. |
Summary Compensation Table
| (4) Includes for 2023 (i) matching contributions to 401(k) plans in the amounts of $1,163, $12,479, $500, $13,954 and $6,099 for Messrs. Altschuler, Rallo, Goguen and Leibel and Ms. Mayerhofer, respectively, and (ii) life insurance premiums of $108 paid by us on behalf of each of Messrs. Altschuler, Rallo, Goguen and Leibel, and Ms. Mayerhofer. |
Summary Compensation Table
| (5) Mr. Rallo retired as our Chief Financial Officer, effective as of March 1, 2024, and will continue serving as an employee for a period of up to 60 days following the effective date of his retirement to assist in the transition to James Miln, our newly appointed Chief Financial Officer. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows for the fiscal year ended December 31, 2023 certain information regarding grants of plan-based awards to the named executive officers.
Grants of Plan-Based Awards
| Name | Grant Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Randolph Altschuler | Annual Incentive | — | — | 475,000 | — | — | — | — | — | | | RSU | 3/15/2023 | | | | 19,715 | — | — | 311,891 | | | Stock Option | 3/15/2023 | | | | — | 29,407 | 15.82 | 334,396 | | James Rallo | Annual Incentive | — | — | 270,400 | — | — | — | — | — | | | RSU | 3/15/2023 | | | | 29,809 | — | — | 471,578 | | | Stock Option | 3/15/2023 | | | | — | 44,463 | 15.82 | 505,603 | | Peter Goguen | Annual Incentive | — | — | 220,000 | — | — | — | — | — | | | RSU | 3/15/2023 | | | | 21,765 | — | — | 344,322 | | | RSU(3) | 3/15/2023 | | | | 39,430 | — | — | 623,783 | | | Stock Option | 3/15/2023 | | | | — | 32,465 | 15.82 | 369,170 | | | Stock Option(3) | 3/15/2023 | | | | — | 58,813 | 15.82 | 668,781 | | Matthew Leibel | Annual Incentive | — | — | 200,000 | — | — | — | — | — | | | RSU | 3/15/2023 | | | | 39,430 | — | — | 623,783 | | | Stock Option | 3/15/2023 | | | | — | 58,813 | 15.82 | 668,781 | | Kathy Mayerhofer | Annual Incentive | — | — | 350,000 | — | — | — | — | — | | | RSU | 3/15/2023 | | | | 18,690 | — | — | 295,676 | | | Stock Option | 3/15/2023 | | | | — | 27,877 | 15.82 | 316,998 |
Grants of Plan-Based Awards
| (1) The amounts set forth in the “Target” column represent target bonus amounts for each named executive officer for 2023 under our annual cash bonus program, and do not represent either additional or actual compensation earned by our named executive officers for the year ended December 31, 2023. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. The plan does not provide for threshold or maximum payout amounts. For more information about our annual cash bonus program for 2023, please see “Elements of Our Fiscal Year 2023 Executive Compensation Program—Annual Cash Bonus Awards” in the Compensation Discussion & Analysis above. |
Grants of Plan-Based Awards
| (2) Amounts reported represent the aggregate grant date fair value of RSUs and stock options granted to our named executive officers under our 2021 Plan, computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and stock options reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K. The amounts reported do not reflect the actual economic value that may be realized by the named executive officers. For more information about the RSUs and stock options granted to our named |
Grants of Plan-Based Awards
| executive officers in 2023, please see “Elements of Our Fiscal Year 2023 Executive Compensation Program—Equity-Based Incentive Awards” in the Compensation Discussion & Analysis above. |
Grants of Plan-Based Awards
| (3) These equity award grants are the special grants described “Elements of Our Fiscal Year 2023 Executive Compensation Program—Equity-Based Incentive Awards” in the Compensation Discussion & Analysis above. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Vesting Commencement Date | Option Awards(1) | | | | Stock Awards(1) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Randolph Altschuler | 1/30/2018 | 1/1/2018 | 73,518 | — | 1.65 | 1/29/2028 | — | — | | | 8/8/2019 | 5/2/2019 | 205,769 | — | 3.65 | 8/7/2029 | — | — | | | 3/26/2021 | 1/1/2021 | 103,742 | 38,533(3) | 12.32 | 3/27/2031 | — | — | | | 3/15/2022 | 1/1/2022 | 34,376 | 44,198(4) | 34.86 | 3/14/2032 | — | — | | | 3/15/2022 | 1/1/2022 | — | — | — | — | 26,729(5) | 959,838 | | | 3/15/2023 | 1/1/2023 | — | 29,407(4) | 15.82 | 3/14/2033 | — | — | | | 3/15/2023 | 1/1/2023 | — | — | — | — | 19,715(5) | 707,966 | | James Rallo(6) | 5/6/2020 | 4/13/2020 | 212,941 | 38,236(3) | 3.65 | 5/5/2030 | — | — | | | 3/26/2021 | 1/1/2021 | 7,291 | 2,709(3) | 12.32 | 3/27/2031 | — | — | | | 3/15/2022 | 1/1/2022 | 15,689 | 20,171(4) | 34.86 | 3/14/2032 | — | — | | | 3/15/2022 | 1/1/2022 | — | — | — | — | 12,199(5) | 438,066 | | | 3/15/2023 | 1/1/2023 | — | 44,463(4) | 15.82 | 3/14/2033 | — | — | | | 3/15/2023 | 1/1/2023 | — | — | — | — | 29,809(5) | 1,070,441 | | Peter Goguen | 4/28/2020 | 1/1/2020 | 8,333 | 1,042(3) | 3.65 | 4/27/2030 | — | — | | | 3/26/2021 | 1/1/2021 | 8,333 | 13,542(3) | 12.32 | 3/27/2031 | — | — | | | 3/15/2022 | 1/1/2022 | 11,455 | 14,728(4) | 34.86 | 3/14/2032 | — | — | | | 3/15/2022 | 1/1/2022 | — | — | — | — | 8,907(5) | 319,850 | | | 3/15/2023 | 1/1/2023 | — | 91,278(4) | 15.82 | 3/14/2033 | — | — | | | 3/15/2023 | 1/1/2023 | — | — | — | — | 61,195(5) | 2,197,512 | | Matthew Leibel | 8/8/2019 | 6/10/2019 | 76,689 | — | 3.65 | 8/7/2029 | — | — | | | 3/26/2021 | 1/1/2021 | 18,229 | 6,771(3) | 12.32 | 3/27/2031 | — | — | | | 3/15/2022 | 1/1/2022 | 10,978 | 14,114(4) | 34.86 | 3/14/2032 | — | — | | | 3/15/2022 | 1/1/2022 | — | — | — | — | 8,536(5) | 306,528 | | | 3/15/2023 | 1/1/2023 | — | 58,813(4) | 15.82 | 3/14/2033 | — | — | | | 3/15/2023 | 1/1/2023 | — | — | — | — | 39,430(5) | 1,415,931 | | Kathy Mayerhofer | 2/20/2018 | 1/1/2018 | 105 | — | 1.65 | 1/29/2028 | — | — | | | 2/20/2019 | 1/1/2019 | 12,188 | — | 1.68 | 2/19/2029 | — | — | | | 4/28/2020 | 1/1/2020 | 16,041 | 417(3) | 3.65 | 4/27/2030 | — | — | | | 3/26/2021 | 1/1/2021 | 40,104 | 14,896(3) | 12.32 | 3/25/2031 | — | — | | | 3/15/2022 | 1/1/2022 | 8,301 | 10,673(4) | 34.86 | 3/14/2032 | — | — | | | 3/15/2022 | 1/1/2022 | — | — | — | — | 6,454(5) | 231,763 | | | 3/15/2023 | 1/1/2023 | — | 27,877(4) | 15.82 | 3/14/2033 | — | — | | | 3/15/2023 | 1/1/2023 | — | — | — | — | 18,690(5) | 671,158 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Equity awards granted prior to July 2, 2021 were granted under our 2016 Incentive Plan (“2016 Plan”) and equity awards granted on or after July 2, 2021 were granted under our 2021 Equity Incentive Plan (“2021 Plan”). Our 2021 Plan, became effective on July 2, 2021, in connection with our IPO. Our 2016 Plan was suspended when our 2021 Plan became effective; however, awards outstanding under our 2016 Plan continue in full effect in accordance with their existing terms. All vesting is subject to the individual’s continuous service with us through the vesting dates. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Market value is calculated based on the closing price of our Class A common stock on December 29, 2023, which was $35.91, as reported on Nasdaq. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The shares underlying the option vest over four years, with 25% of the total shares granted vesting on one-year anniversary of the vesting commencement date, with the remainder vesting in equal monthly installments over the remaining 36 months. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The shares underlying the option vest over four years, with 25% of the total shares granted vesting on one-year anniversary of the vesting commencement date, with the remainder vesting in equal quarterly installments over the remaining 36 months. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The shares underlying the RSU award vest over four years, with 25% of the total shares granted vesting on one-year anniversary of the vesting commencement date, with the remainder vesting in equal quarterly installments over the remaining 36 months. |
Outstanding Equity Awards at Fiscal Year-End
| (6) All of Mr. Rallo’s option awards will expire 90 days after his retirement date. Effective as of his retirement date, all of Mr. Rallo’s unvested RSU awards will be forfeited. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2023, certain information regarding option exercises and stock vested during the last fiscal year with respect to the named executive officers:
Option Exercises and Stock Vested
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Randolph Altschuler | — | — | 20,790 | 540,689 | | James Rallo | 20,000 | 549,002 | 9,488 | 246,763 | | Peter Goguen | 16,251 | 152,642 | 6,928 | 180,182 | | Matthew Leibel | 3,311 | 93,734 | 6,639 | 172,669 | | Kathy Mayerhofer | — | — | 5,020 | 130,562 |
Option Exercises and Stock Vested
| (1) The value realized upon exercise is the aggregate total of the difference between the closing price of our Class A common stock on the exercise date as reported on Nasdaq and the exercise price per option, multiplied by the number of shares acquired on exercise. |
Option Exercises and Stock Vested
| (2) The value realized upon vesting is calculated by multiplying the number of shares vested by the closing price of our Class A common stock on the vesting date as reported on Nasdaq. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective offer letters or employment agreement, as described below under the section titled, “Compensation Discussion and Analysis—Other Features of Our Compensation Program—Severance and Change in Control Benefits,” assuming their employment was terminated as of December 31, 2023, including in connection with a change in control as of December 31, 2023.
Potential Payments Upon Termination or Change in Control
| Name | Type of Termination | Cash Severance ($)(1) | Accelerated Vesting of Equity Awards ($)(2) | Continuation of Insurance Coverage ($) | Total ($) | | Randolph Altschuler | Termination without Cause or for Good Reason | 950,000 | — | 16,347 | 966,347 | | | Termination without Cause or for Good Reason in connection with a CIC(3) | 1,425,000 | 14,854,195 | 16,347 | 16,295,542 | | James Rallo | Termination without Cause or for Good Reason | 686,400 | — | 10,005 | 696,405 | | | Termination without Cause or for Good Reason in connection with a CIC(3) | 956,800 | 10,778,292 | 10,005 | 11,745,097 | | Peter Goguen | Termination without Cause or for Good Reason | 420,000 | — | 7,735 | 427,735 | | | Termination without Cause or for Good Reason in connection with a CIC(3) | 530,000 | 5,197,099 | 7,735 | 5,734,834 | | Matthew Leibel(4) | Termination Under Severance Program | 246,154 | 2,915,536 | 2,578 | 3,164,268 | | Kathy Mayerhofer | Termination without Cause or for Good Reason | 350,000 | — | 6,216 | 356,216 | | | Termination without Cause or for Good Reason in connection with a CIC(3) | 525,000 | 3,732,070 | 6,216 | 4,263,286 |
Potential Payments Upon Termination or Change in Control
| (1) A description of the cash severance obligations under the employment agreements with the named executive officers is set forth under “Compensation Discussion and Analysis—Other Features of Our Compensation Program—Severance and Change in Control Benefits” above. |
Potential Payments Upon Termination or Change in Control
| (2) The value of accelerated vesting of unvested RSUs and unvested but early exercised stock options is based upon the closing price of our Class A common stock on December 29, 2023, which was $35.91, as reported on Nasdaq, multiplied by the number of unvested RSUs. The value of accelerated vesting of unvested, unexercised stock options is based on the difference between the closing stock price on December 29, 2023, as reported on Nasdaq, and the exercise price per option multiplied by the number of unvested options. |
Potential Payments Upon Termination or Change in Control
| (3) Represents change in control (as defined in the 2021 Plan) severance benefits based on a double-trigger arrangement, which assumes the executive officer is terminated without “cause” or resigns for “good |
Potential Payments Upon Termination or Change in Control
| reason” (as such terms are defined in the executive officer’s employment agreement) within three months prior to or 12 months following, a change in control of Xometry. |
Potential Payments Upon Termination or Change in Control
| (4) Mr. Leibel is subject to the Severance Program, which provides for specified payments and benefits to eligible employees whose positions are eliminated or whose employment is terminated other than for performance-related issues, misconduct or other for-cause reasons. The amounts shown here represent severance benefits and assumes the value of the exercise of vested, unexercised stock options is based on the difference between the closing stock price on December 29, 2023, which was $35.91, as reported on Nasdaq, and the exercise price per option multiplied by the number of vested, exercisable options. A description of Mr. Leibel’s severance benefits is set forth under “Compensation Discussion and Analysis—Other Features of Our Compensation Program—Severance and Change in Control Benefits” above. |
CEO PAY RATIO
CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our Chief Executive Officer to the median annual total compensation of our employees (except our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We identified our median employee from all full-time and part-time workers who were included as employees on our payroll records as of a determination date of December 31, 2023, based on base salary as of the determination date and excluding certain of our employees. Conforming adjustments were made for employees who were hired during that period and did not receive pay for the full period, and international employees’ pay was converted to U.S. dollar equivalents using exchange rates as of the determination date. Under the M&A exemption, we excluded 52 employees in Turkey in determining our median employee. Excluding such Turkish employees, we had 922 total employees, with 184 of those outside the United States. Using the de minimis exemption, we excluded 48 employees located in China in determining our median employee. The fiscal year 2023 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $1,384,063, as reported in the Summary Compensation Table of this proxy statement. The fiscal year 2023 annual total compensation, including base salary, bonus, commissions, allowances and equity awards earned during fiscal year 2023, as determined under Item 402 of Regulation S-K for our median employee was $95,156. Based on this information, the ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation for fiscal year 2023 was 15 to 1.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance and other of Xometry. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” above. Our Chief Executive Officer is our principal executive officer, which we refer to as “PEO” in the tables below. The named executive officers are referred to as “NEOs” in the tables below.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss)(7) (millions) ($) | | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5)(6) ($) | | Company Selected Measure – Revenue (millions) ($) | | 2023 | 1,384,063 | 1,746,043 | 1,771,298 | 2,948,632 | 41.09 | 54.55 | (67.5) | 463.4 | | 2022 | 3,775,410 | 1,219,186 | 1,552,235 | (85,068) | 36.88 | 39.15 | (79.0) | 381.1 | | 2021 | 3,303,032 | 15,921,535 | 345,939 | 4,696,970 | 58.65 | 78.43 | (61.4) | 218.3 |
PAY VERSUS PERFORMANCE
| (1) Represents amounts of total compensation reported for Mr. Altschuler (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
PAY VERSUS PERFORMANCE
| (2) Represents the amount of “compensation actually paid” to Mr. Altschuler, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Altschuler during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Altschuler’s total compensation for each year to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 1,384,063 | 2,778,161 | 1,008,267 | 1,746,043 | | 2022 | 3,775,410 | 3,313,002 | 756,778 | 1,219,186 | | 2021 | 3,303,032 | 2,778,161 | 15,396,664 | 15,921,535 |
PAY VERSUS PERFORMANCE
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. Refer to “Executive Compensation—Summary Compensation Table.” |
PAY VERSUS PERFORMANCE
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component |
PAY VERSUS PERFORMANCE
| of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 1,495,384 | 313,083 | — | (800,200) | — | 1,008,267 | | 2022 | 3,240,998 | (1,788,733) | — | (695,487) | — | 756,778 | | 2021 | 5,749,106 | 4,477,287 | — | 5,170,271 | — | 15,396,664 |
PAY VERSUS PERFORMANCE
| (3) Represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Altschuler, who is our Chief Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable year. Refer to “Executive Compensation—Summary Compensation Table.” The names of each of the named executive officers (excluding Mr. Altschuler) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Rallo, Mr. Goguen, Mr. Leibel and Ms. Mayerhofer; (ii) for 2022, Mr. Rallo, Mr. Goguen, Mr. Leibel and Bill Cronin, our former Chief Revenue Officer; and (iii) for 2021, Mr. Rallo and Mr. Goguen. |
PAY VERSUS PERFORMANCE
| (4) Represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Altschuler), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Altschuler) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Altschuler) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2: |
PAY VERSUS PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2023 | 1,771,298 | 1,222,119 | 2,399,454 | 2,948,632 | | 2022 | 1,552,235 | 1,163,000 | (474,303) | (85,068) | | 2021 | 345,939 | 1,244,171 | 10,292,173 | 4,696,970 |
PAY VERSUS PERFORMANCE
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Average Year End Fair Value of Equity Awards Granted in the Year ($) | Average Change in Fair Value from End of Prior Year to End of Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Average Equity Award Adjustments ($) | | 2023 | 2,834,599 | 131,850 | — | (566,996) | — | 2,399,454 | | 2022 | 1,137,723 | (1,201,967) | — | (410,059) | — | (474,303) | | 2021 | 1,212,253 | 6,814,273 | — | 2,265,647 | — | 10,292,173 |
PAY VERSUS PERFORMANCE
| (5) Cumulative total stockholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. Because our common stock commenced trading on the Nasdaq Global Select Market on June 30, 2021, we have used this date as the beginning of the measurement period. |
PAY VERSUS PERFORMANCE
| (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the group of companies reported above under “Executive Compensation—Compensation Discussion and Analysis—How We Determine Executive Compensation—2023 Peer Group.” Using the 2022 Peer Group, Total Shareholder Return would be $73.48 for 2021 and $34.45 for 2022. |
PAY VERSUS PERFORMANCE
| (7) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation Actually Paid, Cumulative TSR of Xometry and Cumulative TSR of the Peer Group
Compensation Actually Paid, Cumulative TSR of Xometry and Cumulative TSR of the Peer Group The chart below shows the relationship between the compensation actually paid to Mr. Altschuler and the average compensation actually paid to our other named executive officers (besides Mr. Altschuler), on the one hand, to Xometry’s cumulative TSR and the cumulative TSR of the companies in the peer group over the three years presented in the table, on the other.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income The chart below shows the relationship between the compensation actually paid to Mr. Altschuler and the average compensation actually paid to our other named executive officers (besides Mr. Altschuler), on the one hand, to our net income over the three years presented in the table, on the other.
Compensation Actually Paid and Revenue
Compensation Actually Paid and Revenue The chart below shows the relationship between the compensation actually paid to Mr. Altschuler and the average compensation actually paid to our other named executive officers (besides Mr. Altschuler), on the one hand, to our revenue over the three years presented in the table, on the other.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during 2023. Mr. Altschuler, our Co-Founder and Chief Executive Officer, and Mr. Zuriff, our Co-Founder and Managing Director of our Donor Advised Fund, also serve on our Board but receive no additional compensation in connection with such service.
Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Deborah Bial | 50,500 | 102,869 | 153,369 | | Ranjana Clark(5) | 43,000 | 132,352 | 175,352 | | George Hornig(4) | 242,000 | 183,107 | 425,107 | | Emily Rollins | 55,000 | 102,869 | 157,869 | | Fabio Rosati(5) | 50,000 | 102,869 | 152,869 | | Katharine Weymouth | 51,500 | 138,181 | 189,681 |
Non-Employee Director Compensation Table
| (1) This column represents the amount of all fees earned or paid in cash for services as a director. The table below shows the amount of cash compensation earned during 2023 that each director elected to receive in RSUs (rounded to the nearest whole dollar) and the number of RSUs received, excluding adjustments for dividend equivalents. The number of RSUs received in lieu of cash was calculated based on the average closing sales price per share of our Class A common stock over the 20 trading days prior to the grant date (which was March 21, 2023), rounded to the nearest whole share. |
Non-Employee Director Compensation Table
| Name | Cash Fees Paid in RSUs at Director’s Election ($) | Number of RSUs Received in Lieu of Cash (#) | | Deborah Bial | — | — | | Ranjana Clark | 43,000 | 2,018 | | George Hornig | 117,000 | 5,492 | | Emily Rollins | — | — | | Fabio Rosati | — | — | | Katharine Weymouth | 51,500 | 2,417 |
Non-Employee Director Compensation Table
| (2) The amounts reported in this column reflect the aggregate grant date fair value of the stock and option awards granted to our directors as computed in accordance with ASC Topic 718. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the directors upon the vesting of the awards, the exercise of the stock options or the sale of the Class A common stock underlying such awards. |
Non-Employee Director Compensation Table
| (3) The following table provides information regarding the aggregate number of stock and option awards granted to our non-employee directors that were outstanding as of December 31, 2023: |
Non-Employee Director Compensation Table
| Name | Stock Awards (#) | Option Awards (#) | | Deborah Bial | 7,041 | 70,000 | | Ranjana Clark | 8,302 | — | | George Hornig | — | 21,875 | | Emily Rollins | 7,041 | 46,000 | | Fabio Rosati | 7,041 | — | | Katharine Weymouth | 7,645 | 70,000 |
Non-Employee Director Compensation Table
| (4) Mr. Hornig resigned from our Board, the Audit Committee, the Compensation Committee and the Environmental and Social Governance Committee as of December 1, 2023. On the effective date of his resignation, 1,373 unvested RSUs granted to Mr. Hornig in lieu of cash and 7,041 unvested RSUs granted to Mr. Hornig as part of his director compensation for 2023 forfeited. Effective three months following his resignation, all of Mr. Hornig’s vested and unexercised options expired. |
Non-Employee Director Compensation Table
| (5) Mr. Rosati was appointed as our Chair of the Board and Ms. Clark was appointed as a member of the Audit Committee, each as of December 1, 2023, upon Mr. Hornig’s departure. Mr. Rosati and Ms. Clark did not receive any additional director compensation for 2023 for such appointments. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our Board annually determines the compensation of non-employee director for service to the Board. In March 2023, the Board approved the following compensation amounts for service on our Board for 2023:
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $35,000; |
Non-Employee Director Compensation Policy
| • | an additional annual cash retainer of $65,000 for service as independent chair of the Board; |
Non-Employee Director Compensation Policy
| • | an additional annual cash retainer of $9,000, $5,000, $3,000 and $3,000 for service as a non-employee member of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Environmental and Social Governance Committee, respectively; |
Non-Employee Director Compensation Policy
| • | an additional annual cash retainer of $20,000, $12,000, $7,500 and $7,500 for service as non-employee chair of the Audit Committee, chair of the Compensation Committee, chair of the Nominating and Corporate Governance Committee and chair of the Environmental and Social Governance Committee, respectively (in lieu of the committee member retainer above); |
Non-Employee Director Compensation Policy
| • | an initial RSU award granted upon a director’s initial election or appointment to the Board with the value of such award determined by the Board, vesting in three equal annual installments; |
Non-Employee Director Compensation Policy
| • | an annual RSU award (each, a “refresher RSU award”) granted each year after the effective date to each non-employee director who continues to serve on such date. Such refresher RSU awards will have an aggregate grant date value equal to $150,000, and will vest on January 1 of the year after the after the refresher RSU award is granted; and |
Non-Employee Director Compensation Policy
| • | at the election of the non-employee director, such director may elect to convert his or her cash compensation under the policy into an RSU (each, a “retainer RSU award”). If a non-employee director makes this election, each such retainer RSU award will be granted by the Board. Each retainer RSU award will cover a number of shares of our Class A common stock equal to (a) the aggregate amount of annual cash compensation otherwise payable to such director, divided by (b) the average closing sales price per share of our Class A common stock over the 20 trading days prior to the grant date, rounded to the nearest whole share. Each retainer RSU award will vest in four equal quarterly installments commencing on April 1 of the year the retainer RSU award is granted. |
Non-Employee Director Compensation Policy
In March 2024, the Board approved the following compensation amounts for service on our Board for 2024:
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $35,000; |
Non-Employee Director Compensation Policy
| • | an additional annual cash retainer of $90,000 for service as independent chair of the Board; |
Non-Employee Director Compensation Policy
| • | an additional annual cash retainer of $10,000, $7,500, $4,000 and $4,000 for service as a non-employee member of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Environmental and Social Governance Committee, respectively; |
Non-Employee Director Compensation Policy
| • | an additional annual cash retainer of $20,000, $15,000, $8,500 and $8,500 for service as non-employee chair of the Audit Committee, chair of the Compensation Committee, chair of the Nominating and Corporate Governance Committee and chair of the Environmental and Social Governance Committee, respectively (in lieu of the committee member retainer above); |
Non-Employee Director Compensation Policy
| • | an initial RSU award granted upon a director’s initial election or appointment to the Board with the value of such award determined by the Board, vesting in three equal annual installments; |
Non-Employee Director Compensation Policy
| • | an annual RSU award (each, a “refresher RSU award”) granted each year after the effective date to each non-employee director who continues to serve on such date. Such refresher RSU awards will have an aggregate grant date value equal to $175,000, and will vest on January 1 of the year after the after the refresher RSU award is granted; and |
Non-Employee Director Compensation Policy
| • | at the election of the non-employee director, such director may elect to convert his or her cash compensation under the policy into an RSU (each, a “retainer RSU award”). If a non-employee director makes this election, each such retainer RSU award will be granted by the Board. Each retainer RSU award will cover a number of shares of our Class A common stock equal to (a) the aggregate amount of annual cash compensation otherwise payable to such director, divided by (b) the average closing sales price per share of our Class A common stock over the 20 trading days prior to the grant date, rounded to the nearest whole share. Each retainer RSU award will vest in four equal quarterly installments commencing on April 1 of the year the retainer RSU award is granted. |
Non-Employee Director Compensation Policy
Each of the RSU awards described above will be granted under our 2021 Plan. Each such RSU award will vest subject to the director’s continuous service with us.
Equity Grants to Directors and Executive Officers
Equity Grants to Directors and Executive Officers We have granted stock options and restricted stock units to certain of our directors and executive officers. For more information regarding the stock options and stock awards granted to our directors and named executive officers, see the sections titled “Executive Compensation” and “Non-Employee Director Compensation.”