DEF 14A of 3D Systems Corp, Aug 13, 2024

DEF 14A of 3D Systems Corp

Filed Aug 13, 2024 · FY20230001193125-24-199863

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  2. NOMINATION AND ELECTION OF DIRECTORS

    NOMINATION AND ELECTION OF DIRECTORS Each of our nine director nominees is a current 3D Systems director, and, if elected, each of the director nominees will serve for a one-year term expiring at the Annual Meeting to be held in 2025. Current director Mr. William E. Curran is not standing for re-election at the Annual Meeting based on the mandatory retirement age under our Corporate Governance Guidelines. As a result, the Board will be reduced to nine members immediately prior to the Annual Meeting. Proxies cannot be voted for a greater number of individuals than the number of nominees. Our Amended and Restated By-Laws (“By-Laws”) provide that a director nominee is elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee). Stockholders can vote to “abstain,” but that vote will not have an effect in determining the election results. For more information, see “Frequently Asked Questions” on page 71. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director” until the director’s successor is elected and qualified or until the director’s earlier resignation or removal. However, under our Corporate Governance Guidelines, each director must submit an advance, contingent, and irrevocable resignation that the Board may accept if stockholders do not re-elect that director. In that situation, our Corporate Governance and Sustainability Committee would make a recommendation to the Board about whether to accept or reject the resignation or whether to take other action instead. Within 90 days from the date of the certified election results, the Board would act on the Corporate Governance and Sustainability Committee’s recommendation and publicly disclose its decision and the rationale behind it. If any nominee becomes unavailable for any reason or if a vacancy should occur before the election, the holders of proxies may vote the shares represented by such duly executed proxies in favor of such other person as they may determine. Alternatively, in lieu of designating a substitute, the Board may reduce the number of directors.

  3. NOMINATION AND ELECTION OF DIRECTORS

    | | The Board of Directors unanimously recommends that you vote FOR each of the nominees listed below. |

  4. NOMINATION AND ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT | 1 |

  5. NOMINATION AND ELECTION OF DIRECTORS

    | Malissia R. Clinton Age: 55 Director Since: 2019 Board Committees: • Compensation • Compliance • Corporate Governance and Sustainability | Position, Principal Occupation and Professional Experience: Ms. Clinton has served as Executive Vice President and General Counsel of Meritage Homes Corporation, the fifth-largest public homebuilder in the United States, since April 2022 and previously served as Senior Vice President, General Counsel and Secretary at The Aerospace Corporation, a nonprofit corporation that provides technical guidance and advice on all aspects of space missions, from 2009 through March 2022. She worked at Northrop Grumman from 2002 to 2009, including as Senior Counsel for Special Projects beginning in 2007. Prior to joining Northrop Grumman, Ms. Clinton worked at TRW Space Technology, a division of TRW, Inc., as Counsel in its Telecommunication Programs and Avionic Systems division. She began her career as an Associate at Tuttle & Taylor. Director Qualifications: The Corporate Governance and Sustainability Committee believes that Ms. Clinton’s strong experience in compliance matters and aerospace, a key vertical for the Company, provide clear support for her nomination for election to the Board. | | | | Other Current Public Directorships: None. | Prior Public Company Directorships (within the last five years): Progyny, Inc. | | | Other Directorships: Arizona State University Foundation and Pacaso. | |

  6. NOMINATION AND ELECTION OF DIRECTORS

    | Claudia N. Drayton Age: 56 Director Since: 2021 Board Committees: • Audit • Corporate Governance and Sustainability | Position, Principal Occupation and Professional Experience: Ms. Drayton served as the Chief Financial Officer of Quantum-Si, a life sciences tools company commercializing a unique protein sequencing platform, from April 2021 to June 2023. Previously, she served as Chief Financial Officer at CHF Solutions (now Nuwellis, Inc.), an early-stage medical device company, from January 2015 to April 2021. Prior to joining CHF Solutions, Ms. Drayton spent 15 years with Medtronic plc. Before joining Medtronic, Ms. Drayton was an audit and business advisory manager at Arthur Andersen LLP. Director Qualifications: The Corporate Governance and Sustainability Committee believes that Ms. Drayton’s extensive experience in key areas of healthcare and biotechnology as well as financial leadership in both public accounting and biotech companies provide clear support for her nomination for election to the Board. | | | | Other Current Public Directorships: Brookdale Senior Living Inc. | Prior Public Company Directorships (within the last five years): None. |

  7. NOMINATION AND ELECTION OF DIRECTORS

    | 2 | | 2024 PROXY STATEMENT |

  8. NOMINATION AND ELECTION OF DIRECTORS

    | Thomas W. Erickson Age: 73 Director Since: 2015 Board Committees: • Compensation • Corporate Governance and Sustainability | Position, Principal Occupation and Professional Experience: Mr. Erickson has been President and Chief Executive Officer of ECG Ventures, Inc., an investment firm, since 1988 and Chair of the Board of Dermatologists of Central States, LLC (DOCS) since 2022. Mr. Erickson has previously served as Chair and Interim President and Chief Executive Officer of National Medical Health Card Systems, Inc.; Chair of the Board of PathWays, Inc.; Chair of the Board of TransHealthcare, Inc.; Chair and Interim Chief Executive Officer of LifeCare Holdings, Inc.; Interim President and Chief Executive Officer of Luminex Corporation; Chair of the Board of Inmar, Inc.; Chair of the Board and Interim President and Chief Executive Officer of Western Dental Services, Inc.; and Interim President and Chief Executive Officer of Omega Healthcare Investors, Inc. Mr. Erickson was also co-founder, President and Chief Executive Officer of CareSelect Group, Inc. Director Qualifications: The Corporate Governance and Sustainability Committee believes that Mr. Erickson’s extensive executive management and operational experience, particularly in the healthcare industry, provide clear support for his nomination for election to the Board. | | | | Other Current Public Directorships: None. Prior Public Company Directorships (within the last five years): American Renal Associates Holdings, Inc. and Luminex Corporation. | Other Directorships, Trusteeships and Memberships: Dermatologists of Central States, LLC, MGA Home Care, LLC, MW Industries, LP and Pearl Street Dental Management, LLC. |

  9. NOMINATION AND ELECTION OF DIRECTORS

    | Jeffrey A. Graves Age: 63 Director Since: 2020 | Position, Principal Occupation and Professional Experience: Dr. Graves has served as the Company’s President and Chief Executive Officer since May 2020. From 2012 to May 2020, he was CEO, President and Director of MTS Systems Corporation, a global supplier of test, simulation, and measurement systems. From 2005 until 2012, he served as President and CEO of C&D Technologies, Inc. Dr. Graves also held leadership roles with Kemet Corporation as Chief Operating Officer from 2001 to 2003 and CEO from 2003 to 2005. Previously he held several leadership and technical roles with GE, Rockwell, and Howmet Corporation. Director Qualifications: The Corporate Governance and Sustainability Committee believes Dr. Graves’s extensive executive management, corporate strategy and international operational experience provides clear support for his nomination for election to the Board. Additionally, Dr. Graves has significant knowledge of the Company and the competitive environment in which it operates. | | | | Other Current Public Directorships: Integra Lifesciences Holdings Corporation. | Prior Public Company Directorships (within the last five years): Hexcel Corporation, FARO Technologies and MTS Systems Corporation. |

  10. NOMINATION AND ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT | 3 |

  11. NOMINATION AND ELECTION OF DIRECTORS

    | Jim D. Kever Age: 71 Director Since: 1996 Board Committees: • Compensation • Corporate Governance and Sustainability | Position, Principal Occupation and Professional Experience: Mr. Kever has been a Principal in Voyent Partners, LLC, a venture capital firm, since 2001. He previously served as President and Co-Chief Executive Officer of the Transaction Services Division of WebMD Corporation (formerly Envoy Corporation) from 1995 to 2001. Prior to 1995 he served as Envoy Corporation’s Executive Vice President, Secretary and General Counsel. Director Qualifications: The Corporate Governance and Sustainability Committee believes Mr. Kever’s wide experience in operations, finance and executive management provides clear support for his nomination for election to the Board. | | | | Other Current Public Directorships: None. | Prior Public Company Directorships (within the last five years): Luminex Corporation. |

  12. NOMINATION AND ELECTION OF DIRECTORS

    | Charles G. McClure, Jr. Age: 70 Director Since: 2017 Chair Since: 2018 Board Committees: • Compliance | Position, Principal Occupation and Professional Experience: Mr. McClure has served as a Managing Partner of Michigan Capital Advisors, a private investment firm, since 2014 and has more than 35 years of experience in the transportation industry. Prior to founding Michigan Capital Advisors, Mr. McClure served as Chair of the Board, Chief Executive Officer and President of Meritor, Inc. from 2004 through 2013. From 2002 through 2004, Mr. McClure served as Chief Executive Officer, President and a member of the Board of Federal Mogul Corp. Mr. McClure joined Federal Mogul in 2001 as president, Chief Operating Officer and a member of the Board. Before joining Federal Mogul, Mr. McClure served as President, Chief Executive Officer and a member of the Board of Detroit Diesel. He joined Detroit Diesel in 1997 after 14 years in a variety of management positions with Johnson Controls. Director Qualifications: The Corporate Governance and Sustainability Committee believes Mr. McClure’s broad experience in operations and executive management and significant expertise in the automotive industry, a key vertical for the Company, provide clear support for his nomination for election to the Board. | | | | Other Current Public Directorships: DTE Energy Company and Crane Corporation. Prior Public Company Directorships (within the last five years): None. | Other Directorships, Trusteeships and Memberships: Henry Ford Health Systems, Invest Detroit, Penske Corp and Detroit Regional Partnership. |

  13. NOMINATION AND ELECTION OF DIRECTORS

    | Kevin S. Moore Age: 69 Director Since: 1999 Board Committees: • Audit • Compensation | Position, Principal Occupation and Professional Experience: Mr. Moore has been with The Clark Estates, Inc., a private investment firm and a major company stockholder, for more than 30 years, where he is currently Vice Chairman. Director Qualifications: The Corporate Governance and Sustainability Committee believes Mr. Moore’s wide experience in operations, finance and executive management, and as the president of a major stockholder, brings perspective on strategy and growth for the benefit of our stockholders and provides clear support for his nomination for election to our Board. | | | | Other Current Public Directorships: None. Prior Public Company Directorships (within the last five years): None. | Other Directorships, Trusteeships and Memberships: Aspect Holdings, LLC, The Clark Foundation, The National Baseball Hall of Fame & Museum, Inc., and Bassett Healthcare Network and Bassett Medical Center. |

  14. NOMINATION AND ELECTION OF DIRECTORS

    | 4 | | 2024 PROXY STATEMENT |

  15. NOMINATION AND ELECTION OF DIRECTORS

    | Vasant Padmanabhan Age: 58 Director Since: 2020 Board Committees: • Compliance • Technology Applications | Position, Principal Occupation and Professional Experience: Dr. Padmanabhan has served as President, Global Ear, Nose & Throat Business Unit, President Global Research & Development and as a member of the Executive Committee for Smith+Nephew, a global medical devices business operating in the markets for advanced surgical devices, since August 2016. Prior to joining Smith+Nephew, Dr. Padmanabhan served as Senior Vice President for Thoratec Corporation from June 2014 until its acquisition by St. Jude Medical, Inc. in October 2015. Prior to joining Thoratec, Dr. Padmanabhan served in several roles of increasing responsibility for 18 years with Medtronic plc in their Cardiac Rhythm Management business, including as Vice President of Product Development for the Implantable Defibrillator Business and as Vice President of Connected Care R&D and Operations. Director Qualifications: The Corporate Governance and Sustainability Committee believes Dr. Padmanabhan’s specialized expertise in the healthcare industry, new product development and business development provides clear support for his nomination for election to the Board. | | | | Other Current Public Directorships: None. Prior Public Company Directorships (within the last five years): None. | Other Directorships, Trusteeships and Memberships: Trice Medical |

  16. NOMINATION AND ELECTION OF DIRECTORS

    | John J. Tracy Age: 69 Director Since: 2017 Board Committees: • Compliance • Technology Applications | Position, Principal Occupation and Professional Experience: Dr. Tracy retired from The Boeing Company in 2016 as its Chief Technology Officer and Senior Vice President, Engineering, Operations, and Technology with more than 37 years of aerospace-industry experience. Prior to that he served as Vice President, Engineering and Mission Assurance for Boeing Integrated Defense Systems and Vice President Structural Technologies, Prototyping and Quality of Phantom Works at The Boeing Company, after serving in roles of increasing responsibility at Hercules, McDonnell Douglas and The Boeing Company. Dr. Tracy is a member of the National Academy of Engineering. Director Qualifications: The Corporate Governance and Sustainability Committee believes Dr. Tracy’s strong leadership experience and specialized expertise in aerospace engineering and manufacturing, structure and materials provide clear support for his nomination for election to the Board. | | | | Other Current Public Directorships: None. | Prior Public Company Directorships (within the last five years): None. |

  17. NOMINATION AND ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT | 5 |

  18. DIRECTOR INDEPENDENCE

    DIRECTOR INDEPENDENCE Eight of the nine director nominees are “independent” directors. Under the corporate governance standards of the NYSE, at least a majority of our directors and all of the members of the Audit Committee, Compensation Committee, and Corporate Governance and Sustainability Committee must be “independent” directors. The corporate governance standards of the NYSE provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company). The Board has affirmatively determined that director nominees Malissia R. Clinton, Claudia N. Drayton, Thomas W. Erickson, Jim D. Kever, Charles G. McClure, Jr., Kevin S. Moore, Vasant Padmanabhan, and John J. Tracy satisfy the bright-line criteria of the corporate governance standards of the NYSE and that they have no material relationships with us. In making its determination, the Board and the Corporate Governance and Sustainability Committee reviewed the following relationships:

  19. DIRECTOR INDEPENDENCE

    | • | Dr. Graves, our Chief Executive Officer (“CEO”), is an executive officer of the Company and, as such, is not an independent director. |

  20. DIRECTOR INDEPENDENCE

    | • | Dr. Padmanabhan is an executive officer of Smith+Nephew, a customer of the Company that purchased software and on-demand services in each of 2021, 2022, and 2023. The transactions had an aggregate value of less than $1 million in each year and were negotiated in arm’s length transactions under terms similar to those offered in other third-party transactions. Based on a review of the facts and circumstances of the transactions the Board determined (based on the recommendation of the Corporate Governance and Sustainability Committee) that Dr. Padmanabhan had no direct or indirect material interest in the transactions. |

  21. DIRECTOR INDEPENDENCE

    | • | Mr. Erickson is a non-executive member of the board of directors of MW Industries, the parent company of a customer of the Company that purchased healthcare services from the Company in each of 2021, 2022, and 2023 in arm’s length transactions similar to those offered in other third-party transactions. Mr. Erickson is not responsible for the 3D Systems’ account, and, based on a review of the facts and circumstances of the transactions, the Board determined (based on the recommendation of the Corporate Governance and Sustainability Committee) that Mr. Erickson had no direct or indirect material interest in the transactions. The relevant MW Industries’ subsidiary was sold in December 2023. |

  22. RELATED PARTY TRANSACTION POLICY AND PROCEDURES

    | • | director compensation arrangements where such arrangement has been approved by the Corporate Governance and Sustainability Committee (or another committee of independent directors) and the Board; |

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on our Board of Directors. In setting director compensation, we consider the significant amount of time that our directors expend in fulfilling their duties, the skill level required by us of members of our Board, and the overall level and mix of compensation compared to industry- and size-relevant peers by referencing data compiled by the Compensation Committee’s independent compensation consultant.

  24. Director Compensation for 2023

    Director Compensation for 2023 The following table sets forth information concerning all compensation of each of our non-employee directors for their services as a director during the year ended December 31, 2023.

  25. Director Compensation for 2023

    | | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Malissia R. Clinton | 90,000 | 150,000 | — | 240,000 | | William E. Curran | 105,000 | 150,000 | — | 255,000 | | Claudia N. Drayton | 68,113 | 150,000 | — | 218,113 | | Thomas W. Erickson | 78,764 | 150,000 | — | 228,764 | | Jim D. Kever | 70,000 | 150,000 | — | 220,000 | | Charles G. McClure, Jr. | 250,000 | 150,000 | — | 400,000 | | Kevin S. Moore | 95,000 | 150,000 | — | 245,000 | | Vasant Padmanabhan | 66,236 | 150,000 | — | 216,236 | | John J. Tracy | 90,000 | 150,000 | — | 240,000 |

  26. Director Compensation for 2023

    | (1) Represents the aggregate grant date fair value of the stock awards granted in 2023 to each non-employee director computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board (“FASB”) ASC Topic 718). The amounts in this column reflect the award of 18,094 shares of Common Stock made to each director in office as their annual equity award under the 2015 Incentive Plan on May 16, 2023. The value of the restricted stock awards was determined by multiplying the number of shares awarded by the closing price of our Common Stock on the date of grant ($8.29 per share). |

  27. Sound Pay Practices

    | EXECUTIVE COMPENSATION PROGRAM FEATURES | | | Executive Compensation Program Includes | • Maintain an Independent Compensation Committee — Our Compensation Committee consists solely of independent directors who establish our compensation practices. • Retain an Independent Compensation Advisor — Our Compensation Committee has engaged its own compensation consultant to provide information, analysis and other advice on executive compensation independent of management. • Stockholder Engagement — We regularly engage with our stockholders on our compensation program and implement enhancements based on feedback received. • Annual Executive Compensation Review — At least once a year, our Board conducts a review of our compensation strategy, and during fiscal year 2023, we did an in-depth review of our compensation program and updated our peer group for purposes of evaluating compensation and making compensation decisions for fiscal year 2023. • Limits on Maximum Payouts under Incentive Plans — In 2023, our annual bonus program was capped at 150% of target opportunity and our performance-share units were capped at 250% of target opportunity. • Transparent Disclosure of Incentive Plan Targets and Achievement — We disclose performance measures, metrics and results used to determine both annual bonuses and performance-share unit awards. • Compensation At-Risk — Our executive compensation program is designed so that a significant portion of the compensation of our executive officers is “at risk” based on corporate performance, to align the interests of our executive officers and stockholders. This “at risk” compensation included our annual bonus, restricted stock awards and performance-share units awarded in fiscal year 2023, which are discussed in additional detail below. • Stock Ownership Guidelines — We maintain minimum stock ownership guidelines and stock holding requirements applicable to our executive officers and the non-employee independent members of our Board. As of December 31, 2023, each of our executive officers had either satisfied such guidelines or had time remaining to do so under the guidelines. • Compensation Recovery (“Clawback”) Policy — In 2023, we adopted a new clawback policy that provides for recoupment of performance-based compensation in connection with restatements of financial results that reduce previously earned payouts, regardless of individual culpability, in compliance with the NYSE’s new rules. • Conduct an Annual Stockholder Advisory Vote on NEO Compensation — We conduct an annual stockholder advisory vote on the compensation of our NEOs. Our Board considers the results of this advisory vote during the course of its deliberations on executive compensation. |

  28. Sound Pay Practices

    | EXECUTIVE COMPENSATION PROGRAM FEATURES | | | | • Compensation-Related Risk Assessment — We conduct regular risk assessments of our compensation programs and practices, and a full risk assessment was completed by our independent compensation consultant during fiscal year 2023 and reviewed by our Compensation Committee. We structure our executive compensation programs to try to minimize the risk of inappropriate risk-taking by our NEOs. • “Double-Trigger” Change in Control Arrangements — We have established “double-trigger” change-in-control severance agreements with each of our NEOs. | | Executive Compensation Program Does Not Include or Prohibits | • Guaranteed Bonuses — We do not provide guaranteed annual bonuses to our executive officers. • Defined Benefit Retirement Plans — We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our NEOs other than arrangements that are available generally to all employees. Our NEOs are eligible to participate in our 401(k) retirement plan on the same basis as our other employees. • Hedging or Pledging of Company Securities — Our Policy Statement Governing Insider Trading prohibits any director, officer, employee or consultant of the Company from engaging in hedging activity and also prohibits any director or officer from holding Company securities in a margin account or pledging securities as collateral for a loan. • Excise Tax Gross-Ups — We do not offer our NEOs excise tax gross-ups on severance or change-in-control payments. • Stock Option Re-pricing — We do not permit options to purchase shares of our Common Stock to be repriced to a lower exercise price without the approval of our stockholders. |

  29. Compensation Philosophy

    | • | Alignment with long-term stockholders’ interests. We believe our executives’ interests are more directly aligned with our stockholders’ interests when compensation programs emphasize an appropriate balance of short- and long-term financial performance, are impacted by our stock price performance and require meaningful ownership of our stock. |

  30. Compensation Philosophy

    | • | Achievement of financial goals and strategic objectives. We believe an effective way to create value over the long term is to make a significant portion of an executive’s overall compensation dependent on the achievement of our short- and long-term financial goals and strategic objectives and on the value of our stock. |

  31. Compensation Philosophy

    | Compensation Component | Form | Description | Period | Purpose | | | | Base Salary | Cash | The only fixed element of total compensation | One-Year | Provide a competitive fixed rate of pay relative to similar positions in the market Enable the Company to attract and retain critical executive talent | | | | Short-Term Incentives | Cash or Stock Awards | Annual award tied to the achievement of Company financial goals | One-Year | Focus NEOs on achieving progressively more challenging short-term performance goals that align with the Company’s annual operating plan and result in long-term value creation | | | | Long-Term Incentives | Performance Share Units (“PSUs”) (50%) | Equity- denominated awards that vest based on attainment of performance goals | Three-year cliff vest to the extent performance goals are achieved | Rewards achievement of longer-term goals Foster alignment between longer-term shareholder value creation and financial rewards | | | | | Restricted Stock Awards (50%) | Equity- denominated awards that vest based on service | Vest in equal installments over three- years | Fosters retention and ownership culture | | |

  32. Chief Executive Officer Reported Target Compensation vs. Realized + Realizable Compensation

    | Compensation Component | Target Total Direct Compensation | Realized Compensation | Realizable Compensation | | Salary | As reported in each year’s Summary Compensation Table | As reported in each year’s Summary Compensation Table | — | | Short-Term Incentives | Targeted amount, as reported under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” in each year’s Grant of Plan-Based Awards Table | Amounts actually paid, as reported in the “Non-Equity Incentive Plan Compensation” column in each year’s Summary Compensation Table | — | | Long-Term Incentives | The grant date fair value of awards, as reported in each year’s Summary Compensation Table | For Restricted Stock Awards granted in 2021, 2022 or 2023 that have vested as of 12/31/23, the number of shares vested multiplied by the closing price of our stock on the date of vesting | For Restricted Stock Awards granted in 2021, 2022 or 2023 that have not vested as of 12/31/23, the number of shares that have not yet vested multiplied by the closing price of our stock on 12/31/23 ($6.35). For PSUs granted in 2021, 2022 or 2023 that have not vested as of 12/31/23, the number of shares that would be earned if performance-based criteria were assessed as of 12/31/23 multiplied by our closing price on 12/31/23 ($6.35). |

  33. Key Compensation Actions in 2023

    | • | Reviewed the 2023 Annual Bonus Program percentage of base salary targets for our NEOs, maintaining the target percentages from 2022 for all NEOs (100% of base salary for Dr. Graves and 60% of base salary for each of our NEOs except Mr. Creech, who did not participate in the fiscal 2023 Annual Bonus Program due to his December 2023 hire date). |

  34. Key Compensation Actions in 2023

    | • | Approved Annual Bonus Program metrics for 2023, weighting funding of the bonus program pool 50% towards revenue achievement and 50% towards adjusted EBITDA achievement for Dr. Graves and 40% towards revenue achievement, 40% towards adjusted EBITDA achievement and 20% towards individual goal achievement for each of our other NEOs, except Mr. Creech, who did not participate in the fiscal 2023 Annual Bonus Program due to his December 2023 hire date. |

  35. Key Compensation Actions in 2023

    | • | Awarded no bonus payout to any NEO under the 2023 Annual Bonus Program based on the Company’s 2023 performance against established revenue and adjusted EBITDA metrics. Mr. Turner was not eligible for a payout due to his October 2023 resignation date. Mr. Creech was not eligible for a payout due to his December 2023 hire date. |

  36. Key Compensation Actions in 2023

    | • | Approved Long-Term Incentive (“LTI”) compensation, consisting of a combination of restricted stock awards (50% weighting) and performance share unit awards (50% weighting) to provide strong links to long-term stockholder value creation and promote alignment with investors. Mr. Creech was excluded due to his December 2023 hire date. |

  37. Key Compensation Actions in 2023

    | • | Forfeiture of all Mr. Turner’s outstanding unvested equity awards, including restricted stock and PSUs upon his resignation in October 2023. |

  38. Key Compensation Actions in 2023

    | • | Entered into an employment agreement with Mr. Creech in connection with his appointment as Executive Vice President and Chief Financial Officer that provided for a base salary of $425,000 (pro-rated for 2023), a bonus objective of not less than 60% of Mr. Creech’s base salary beginning in 2024, and a time-based restricted stock award for a number of shares of our Common Stock calculated with a numerator equal to $500,000 and a denominator equal to the 20-trading day trailing average closing price of our Common Stock ended on December 12, 2023 that will vest in three equal annual installments during the continuation of Mr. Creech’s employment with the Company. |

  39. Compensation Consultant and Compensation Peer Group

    Compensation Consultant and Compensation Peer Group For 2023, the Compensation Committee directly engaged Meridian Compensation Partners, LLC (“Meridian”) and considered its guidance in the establishment of the 2023 executive compensation program. Meridian provided no services to the Company other than to the Compensation Committee. Based on its consideration of the various factors set forth in the rules promulgated by the SEC and the NYSE, the Compensation Committee has determined that the work performed by Meridian did not raise any conflict-of-interest concerns.

  40. Compensation Consultant and Compensation Peer Group

    | | 2024 PROXY STATEMENT | 29 |

  41. Compensation Consultant and Compensation Peer Group

    In August 2022, Meridian assisted the Compensation Committee in developing a peer group to serve as a market reference for establishing and evaluating the 2023 compensation programs for our NEOs. Our 2023 peer group was composed of 17 publicly traded, industry-specific companies. Companies selected were 0.5x to 2.0x our revenue and 0.4x to 4.0x our market capitalization at the time of selection. These companies were selected after the consideration of the following criteria:

  42. Compensation Consultant and Compensation Peer Group

    | • | quantitative criteria, including revenue size and growth, margins, market capitalization, headcount and R&D spend; |

  43. Compensation Consultant and Compensation Peer Group

    | • | qualitative criteria, including service and product offerings and end markets served; and |

  44. Compensation Consultant and Compensation Peer Group

    | • | likely competitors for executive talent. |

  45. Compensation Consultant and Compensation Peer Group

    The 2023 peer group included:

  46. Compensation Consultant and Compensation Peer Group

    | Altair Engineering | Globus Medical, Inc. (new addition) | Penumbra, Inc. (new addition) | | AngioDynamics, Inc. (new addition) | LivaNova PLC | Proto Labs, Inc. | | Avid Technology | Mercury Systems, Inc. | Rogers Corporation | | CONMED Corporation | Natus Medical Incorporated | Stratasys Ltd. | | ESCO Technologies | Novanta Inc. | Tandem Diabetes Care | | FARO Technologies, Inc. | NuVasive, Inc. (new addition) | |

  47. Compensation Consultant and Compensation Peer Group

    Relative to our 2022 peer group, four companies (ADTRAN Holdings, Inc., Extreme Networks, Inc., Veeco Instruments Inc. and Viavi Solutions Inc.) were removed to develop our 2023 peer group roster, in part to improve our alignment with the peer- group median for size and valuation statistics and in part to shift the peer group roster to include greater representation from companies serving healthcare end markets. At the time of selection, our 12-month trailing revenues approximated the 33rd percentile relative to the 2023 peer group, while our 12-month average market capitalization approximated the 41st percentile. The Compensation Committee uses peer group data as a reference point (if available for a comparable position) and/or other compensation market data, including surveys such as the Radford Global Compensation Database. Relative to compensation market data, the Compensation Committee targets each element of executive compensation generally near the 50th percentile. Variation in competitive positioning by executive will occur based on various factors including experience, the scope and complexity of the executive’s position relative to what is typical in the market, tenure, and other contributions.

  48. DETERMINING EXECUTIVE COMPENSATION

    | • | to determine the amount of any annual incentive compensation to be awarded to each NEO for the preceding calendar year; |

  49. ELEMENTS OF EXECUTIVE COMPENSATION

    | • | when earned, incentive awards under our Annual Bonus Program; and |

  50. ELEMENTS OF EXECUTIVE COMPENSATION

    | • | when earned, long-term equity compensation under our 2015 Incentive Plan. |

  51. ELEMENTS OF EXECUTIVE COMPENSATION

    Initial base salary and target annual bonus award levels and initial equity awards for new executives are negotiated with the individual during the search process and include consideration of prior compensation history, outstanding incentive awards that the new executive must abandon in order to join the Company, and benchmarking information and recommendations provided by the independent compensation consultant. Annual bonus compensation levels are standardized by title to promote internal parity.

  52. ELEMENTS OF EXECUTIVE COMPENSATION

    In reviewing annual base salaries, target annual bonus awards, and annual long-term equity compensation targets, the Compensation Committee reviews each executive’s compensation history with the Company (including prior equity awards or grants), benchmarking information and recommendations provided by the independent compensation consultant, and internal parity. The Compensation Committee is guided by its own judgment and those sources of information (including, when deemed appropriate, compensation surveys) that the Compensation Committee considers relevant and the recommendations of its independent compensation consultant. The Compensation Committee believes that the prudent use of judgement in determining compensation will generally be in our best interests and those of our stockholders. Accordingly, the Compensation Committee does not rely exclusively upon fixed formulas, and, from time to time in exercising its judgement, the Compensation Committee may approve changes in compensation that it considers to be appropriate to reward performance or otherwise to provide incentives toward achieving our objectives. The Compensation Committee seeks to strike a balance that it considers to be appropriate in its discretion between fixed elements of compensation, such as base salaries, and variable performance-based elements represented by annual bonus awards and long-term equity compensation. As a general matter, the Compensation Committee believes that our NEOs should have at least one-third of their annual cash compensation opportunity at risk under variable performance-based elements of our incentive compensation program, including our Annual Bonus Program. The charts below illustrate the relative weighting of our NEO compensation components at target in 2023. Dr. Graves’ compensation is displayed for “Components of CEO Compensation,” and the average of our other NEOs (excluding Mr. Creech, whose compensation package did not include all compensation elements for 2023) is displayed for “Components of Other NEO Compensation.”

  53. ELEMENTS OF EXECUTIVE COMPENSATION

    | • | Target Annual Bonus represents target opportunities for each NEO under the 2023 Annual Bonus Program. See “2023 Annual Bonus Program” for further details. |

  54. ELEMENTS OF EXECUTIVE COMPENSATION

    | • | Performance Stock Units represents the grant date fair value of PSUs, which may be earned based on TSR performance over a three-year performance period. |

  55. ELEMENTS OF EXECUTIVE COMPENSATION

    | • | Restricted Stock Awards represents the grant date fair value of time-based restricted stock, which vests ratably over three years. |

  56. Annual Bonus Program

    Annual Bonus Program Our Annual Bonus Program is designed to motivate our executives, including our NEOs, to achieve defined financial performance targets and, for NEOs other than Dr. Graves, individual achievement of strategic goals that are designed to position the Company as an industry leader. Both the defined financial performance targets and individual strategic goals are measured and evaluated on an annual basis. This program is adopted annually and designed with our strategic objectives in mind. Under the Annual Bonus Program for Dr. Graves, 100% of our plan payouts are tied to the achievement of pre-determined corporate financial objectives established during the Company’s annual financial planning process. For other NEOs, 80% of our plan payouts are tied to the achievement of these same pre-determined corporate financial objectives while 20% are tied to the achievement of individual strategic goals established by Dr. Graves. The 20% weighting to the achievement of individual strategic goals is a new feature added in 2023. Annual bonus awards are not guaranteed and are not awarded unless the pre-determined corporate financial objectives are achieved at pre-defined levels. Even if the pre-determined corporate financial objectives are achieved, our Compensation Committee retains discretion to reduce the funding of the Company-wide Annual Bonus Program pool or any individual participant’s award. This pay-for-performance plan aligns executive performance with the Company’s annual financial performance. As an overriding condition, a failure to perform in accordance with our Code of Conduct or Code of Ethics may serve as a basis for a participant in this program not to receive a bonus payout. We consider this aspect of our Annual Bonus Program to be consistent with sound principles of corporate governance. As part of its goal-setting process, the Compensation Committee establishes current-year target incentive awards for each NEO with the following principles in mind:

  57. Annual Bonus Program

    | • | Targets are used to determine the amount of any annual bonus that our NEOs can expect to receive if we achieve our financial objectives and they achieve their individual strategic goals, as applicable, for the year in question. In setting these target bonus awards, the Compensation Committee considers each NEO’s level of responsibility, competitive market data and the recommendations of our CEO. |

  58. Annual Bonus Program

    | | 2024 PROXY STATEMENT | 33 |

  59. Annual Bonus Program

    | • | Target bonus awards are set at levels that are designed to link a substantial portion of each NEO’s total annual compensation opportunity to attaining the corporate objectives and individual strategic goals. Although generally higher, the Compensation Committee aims for at least one-third of each NEO’s annual cash compensation opportunity to be at risk. See “Grants of Plan-Based Awards in 2023” for a summary of target bonus awards for the NEOs applicable to 2023. |

  60. Annual Bonus Program

    | • | No minimum incentive awards are guaranteed to NEOs. The pool for the annual incentive plan is not funded unless the Company achieves certain pre-determined financial objectives. |

  61. Annual Bonus Program

    | • | Base target amounts represent the bonus awards that could be awarded assuming achievement of 100% of the pre-determined financial objectives and, as applicable, individual strategic goals. |

  62. Annual Bonus Program

    | • | Maximum amounts represent the maximum amount that may generally be awarded to each NEO under the program for the year in question. Our maximum annual incentive awards were equal to 150% of the target annual bonus awards for each of our NEOs during 2023. |

  63. Annual Bonus Program

    Financial objectives are determined based upon our annual business plan for the year. This business plan is developed by management and approved by the Board of Directors. The Compensation Committee maintains the ability to adjust performance objectives for extraordinary items and other items as it deems appropriate based on pre-approved guidelines the Compensation Committee has set regarding the potential impact to performance objectives due to extraordinary transactions. With respect to financial measures, 100% of each NEO’s bonus related to each financial measure would generally be deemed to have been earned if the target for that financial measure is fully achieved. Due to his December 2023 hire date, Mr. Creech did not participate in the Annual Bonus Program for 2023. 2023 Annual Bonus Program Consistent with the compensation philosophy, in February 2023, the Compensation Committee approved an annual bonus program for 2023 (the “2023 Annual Bonus Program”). The 2023 target bonus awards for each NEO were set at 60% of his or her 2023 base salaries, except for Dr. Graves, whose 2023 target incentive award was set at 100% of his 2023 base salary. The 2023 threshold and maximum annual bonus award for all NEOs were set at 50% and 150%, respectively, of the target annual bonus award. The Compensation Committee approved the following performance objectives, selected to reflect the Company’s focus on top-line revenue growth and alignment with investor focus and strategic business plan priorities, for the funding of the 2023 Annual Bonus Program:

  64. Annual Bonus Program

    | • | 40% of the funding of the 2023 Annual Bonus Program (50% for Dr. Graves) was based on actual achievement relative to our annual revenue budget; |

  65. Annual Bonus Program

    | • | 40% of the funding of the 2023 Annual Bonus Program (50% for Dr. Graves) was based on actual achievement relative to our annual budgeted level of adjusted EBITDA; and |

  66. Annual Bonus Program

    | • | 20% of the funding of the 2023 Annual Bonus Program (0% for Dr. Graves) was based on actual achievement relative to individual strategic goals. |

  67. Annual Bonus Program

    Adjusted EBITDA is a non-GAAP measure defined as net income, plus income tax (provision)/benefit, interest and other income/(expense), net, stock-based compensation expense, amortization of intangibles, depreciation expense and other non-recurring and/or non-cash items. Revenue and adjusted EBITDA objectives are independent of each other and could be earned irrespective of achievement of the other objective. The Compensation Committee established threshold, target and maximum performance goals for each of these financial measures under the 2023 Annual Bonus Program in February 2023. Our target performance for each of these financial measures for 2023 were consistent with the Company’s

  68. Annual Bonus Program

    | 34 | | 2024 PROXY STATEMENT |

  69. Annual Bonus Program

    consolidated budget approved by the Board. The table below sets forth the specific financial performance goals and related payout factors established by the Compensation Committee under the 2023 Annual Bonus Program.

  70. Annual Bonus Program

    | Achievement Levels | Performance Goals for 2023(1) | | Payout Factor (% of Target Bonus)(2) | | | | Revenue ($) | Adjusted EBITDA ($) | CEO | Other NEOs | | Maximum | ≥ 617.0 | ≥ 8.6 | 150% | 150% x 80% weighting = 120% | | Target | 560.9 | 4.3 | 100% | 100% x 80% weighting = 80% | | Threshold | 504.8 | 0.0 | 50% | 50% x 80% weighting = 40% | | Below Threshold | < 504.8 | < 0.0 | 0% | 0% x 80% weighting = 0% |

  71. Annual Bonus Program

    | (1) All performance goals are expressed in millions. |

  72. Annual Bonus Program

    | (2) Payouts for performance between the stated achievement are calculated using linear interpolation. |

  73. Annual Bonus Program

    For 2023 individual strategic goals specific to each NEO other than Dr. Graves, there were only three possible payout options. The table below sets the payout factors approved by the Compensation Committee under the 2023 Annual Bonus Program.

  74. Annual Bonus Program

    | Achievement Levels Relative to Individual Strategic Goals | Payout Factor (% of Target Bonus) | | Exceeds | 150% x 20% weighting = 30% | | Meets | 100% x 20% weighting = 20% | | Inconsistent | 25% x 20% weighting = 5% | | Below Inconsistent | 0% x 20% weighting = 0% |

  75. Annual Bonus Program

    No payout is possible relative to individual strategic goals if there is no payout for financial performance goals. Our performance under the 2023 Annual Bonus Program fell below threshold for both revenue and adjusted EBITDA. Therefore, the Compensation Committee determined no payout should be made to any NEO under the 2023 Annual Bonus Program irrespective of achievement by an NEO of his or her individual strategic goals.

  76. Annual Bonus Program

    | Performance Goal | Performance Achieved ($) | Payout Factor | Weighting | | Payout Earned (% of Target Bonus) | | | | | | CEO | Other NEOs | CEO | Other NEOs | | Revenue | 488.1 million | 0% | 50% | 40% | 0% | 0% | | Adjusted EBITDA | < 0.0 | 0% | 50% | 40% | 0% | 0% | | Individual Strategic Goals | Irrelevant due to Below Threshold Financial Achievement | 0% | — | 20% | — | 0% | | Total | | | | | 0% | 0% |

  77. Long-Term Equity Compensation

    Long-Term Equity Compensation Our long-term equity compensation program is designed to attract, retain and motivate our executives, including our NEOs, and to align their interests with those of our stockholders and the Company’s long-term strategic objectives. Our equity program is a key component in our strategy to hire and retain top talent in a highly competitive environment. The Compensation Committee administers our 2015 Incentive Plan. Under that plan, the Compensation Committee is authorized to grant restricted stock awards, restricted stock units (“RSUs”), stock options, stock appreciation rights and other awards that are provided for under the 2015 Incentive Plan to our employees and the employees

  78. Long-Term Equity Compensation

    | | 2024 PROXY STATEMENT | 35 |

  79. Long-Term Equity Compensation

    of our subsidiaries as the Compensation Committee determines to be eligible for awards. Awards granted to a participant are based upon a number of factors, including the recipient’s position, salary and performance, as well as our overall corporate performance. The 2015 Incentive Plan is intended to provide an effective method of motivating performance from key employees, including our NEOs, and for creating an alignment of interests in participants with the interests of our stockholders. Awards are made under the 2015 Incentive Plan as long-term incentive compensation to NEOs and other key employees when the Compensation Committee believes such awards are appropriate. The Compensation Committee makes awards both to reward performance and to motivate the recipient’s long-term performance. In order to continue providing meaningful long-term incentives to NEOs and employees, we routinely look to replenish shares available under the 2015 Incentive Plan. Proposal 3 requests stockholder approval of certain amendments, including additional shares available for awards.

  80. Long-Term Incentive Compensation Program

    Long-Term Incentive Compensation Program The Compensation Committee divides long-term equity grants for executives equally between restricted stock awards with time-based vesting conditions and PSUs. Time based awards are used to drive retention of executive talent, while PSUs drive alignment of executive realized compensation with long-term stockholder value. The PSUs typically are granted in the first quarter of the performance year upon completion of the budgeting process to support the selection of appropriate performance targets. Historically, PSU awards can only be earned by the NEOs upon our achievement of pre-determined levels of financial performance. In determining 2023 LTI target award amounts, the Compensation Committee considered corporate performance, competitive market data for each individual, the level of the individual’s responsibility, prior compensation and retentive impact of that prior compensation and individual contributions to the Company. The values below are the target long-term equity compensation amounts approved by the Compensation Committee for each of our NEOs, which are then converted into a number of shares of a combination of restricted stock and target PSUs using an approved formula based on stock price. For the accounting grant date fair value of such awards, see the “Summary Compensation Table” on page 44.

  81. Long-Term Incentive Compensation Program

    | Name | 2023 LTI Award at Target(1) ($) | Awards in Shares | | | | | Performance Stock Units (50% weighting) ($10.28 conversion price(2)) | Restricted Stock Awards (50% weighting) ($10.04 conversion price(3)) | | Dr. Jeffrey A. Graves | 3,800,000 | 184,824 | 189,243 | | Jeffrey Creech | — | — | — | | Reji Puthenveetil | 1,350,000 | 65,661 | 67,231 | | Menno Ellis | 1,350,000 | 65,661 | 67,231 | | Phyllis Nordstrom | 1,000,000 | 48,638 | 49,800 | | Andrew Johnson | 1,000,000 | 48,638 | 49,800 | | Michael Turner | 1,500,000 | 72,957 | 74,701 |

  82. Long-Term Incentive Compensation Program

    | (1) See “2023 Long-Term Incentive Awards” for further details on these 2023 LTI awards. |

  83. Long-Term Incentive Compensation Program

    | (2) Conversion price of $10.28 represents the average closing price of our Common Stock for the 60 trading days ending March 31, 2023. The 2023 LTI awards had different calculation periods in order to facilitate the measurement of the PSUs to end at a quarter end on March 31, 2026. |

  84. Long-Term Incentive Compensation Program

    | (3) Conversion price of $10.04 represents the average closing price of our Common Stock for the 20 trading days ending April 13, 2023. |

  85. Long-Term Incentive Compensation Program

    Mr. Turner forfeited all outstanding unvested equity awards, including restricted stock and PSUs upon his resignation in October 2023. Mr. Creech did not receive a 2023 LTI award, but under the terms of his employment agreement on December 13, 2023, was awarded 94,696 shares of time-based restricted stock, with the size of the award calculated using a numerator equal to $500,000 and a denominator equal to the 20-trading day trailing average closing price of the Company’s Common Stock ended on December 12, 2023, or $5.28.

  86. Long-Term Incentive Compensation Program

    | 36 | | 2024 PROXY STATEMENT |

  87. Long-Term Incentive Compensation Program

    Mr. Johnson forfeited all outstanding unvested equity awards, including restricted stock and PSUs, upon his resignation on April 30, 2024. Upon Mr. Ellis’s separation from the Company on April 30, 2024, Mr. Ellis forfeited all outstanding unvested equity awards, including restricted stock and PSUs.

  88. Long-Term Equity Features

    Long-Term Equity Features Restricted stock awards and PSU awards issued pursuant to the 2015 Incentive Plan remain subject to forfeiture until the vesting of such shares pursuant to the terms of the applicable award. Shares of restricted stock and PSUs issued pursuant to the 2015 Incentive Plan may not be sold, transferred, or encumbered by the employee before they vest or are earned, as applicable. The compensation associated with these awards is expensed over the vesting period. The shares covered by restricted stock awards are considered outstanding upon issuance following the acceptance of each award for the purpose of calculating diluted earnings per common share, and holders of shares issued pursuant to restricted stock awards are entitled to vote such shares and to receive any dividends declared in respect of our Common Stock upon vesting of the award shares. Shares covered by PSUs are not considered outstanding until vested except for the purpose of calculating diluted earnings per common share. The holders of PSUs are not entitled to vote shares or receive any dividends declared with respect to the shares covered by such awards.

  89. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards In February 2023, the Compensation Committee made LTI awards of restricted stock and PSUs under the 2015 Incentive Plan to executives, including the NEOs, to reflect the contributions that those individuals have made to our operations and financial condition, to provide motivation toward achieving our future strategic objectives and to further align the interests of those individuals with our stockholders. Restricted stock awards vest ratably over three years on each anniversary of the date of grant, subject to continued employment. The PSUs only vest if both performance and service-based criteria are met.

  90. 2023 Long-Term Incentive Awards

    | | 2024 PROXY STATEMENT | 37 |

  91. 2023 Long-Term Incentive Awards

    The Compensation Committee approved the use of relative total stockholder return (“TSR”) as the performance objective for the 2023 PSUs awarded to our NEOs. This market-based measure reflects the desire to focus executives on the execution of the Company’s long-term strategic objective of increasing stockholder value. TSR will be assessed relative to the Total 3D Printing Index published by Solactive (Bloomberg Ticker: 3DPRNT Index) (“3DPRNT”). The Company’s TSR will be calculated by subtracting the beginning stock price of $10.28 (i.e., the average closing price of the Company’s Common Stock over the 60 trading days ending March 31, 2023) from the ending stock price (i.e., the average closing price of the Company’s Common Stock over the 60 trading days ending on March 31, 2026), adding any dividends paid during the period for the performance period from April 1, 2023 through March 31, 2026, and then dividing the result by the Company’s beginning stock price. Similarly, 3DPRNT’s TSR will be calculated by subtracting the 3DPRNT beginning stock price of $109.22 (i.e., the average closing price of 3DPRNT’s stock price over the 60 trading days immediately prior to April 1, 2023, as reported in U.S. dollars on Bloomberg) from the 3DPRNT ending stock price (i.e., the average closing price of 3DPRNT’s stock price over the 60 trading days ending on March 31, 2026, as reported in U.S. dollars on Bloomberg) for the performance period of April 1, 2023 to March 31, 2026, adding any dividends during the period, and then dividing the result by the 3DPRNT beginning stock price. The target PSUs will be adjusted for performance between 0% and 250% based on the comparison of the TSR of the Company relative to the TSR of 3DPRNT during the performance period as follows:

  92. 2023 Long-Term Incentive Awards

    | Achievement | Company TSR – 3DPRNT TSR = | Example: if Company TSR is 50%, 3DPRNT TSR Must be… | Performance Adjustment | | Below Threshold | More than 25 Percentage Points below 0 OR Company TSR is Negative | More than 75% | 0% | | Threshold | 25 Percentage Points Below 0 | 75% | 50% | | Target | 0 Percentage Points | 50% | 100% | | Midpoint of Target and Maximum | 50 Percentage Points | 0% | 200% | | Maximum | 100 Percentage Points | -50% | 250% |

  93. 2023 Long-Term Incentive Awards

    At the end of the performance period, if the performance-based criteria are met, all PSUs earned will convert into immediately vested stock. In April 2026, the Compensation Committee will certify performance under the 2023 PSUs and determine, within a range of 0-250% of target, the number of shares earned.

  94. Employment Agreements and Other Agreements with NEOs

    Employment Agreements and Other Agreements with NEOs The Company entered into employment agreements with each of our NEOs. Each of these agreements was determined based on negotiations with the applicable NEO and took into account his or her background and qualifications and the nature of his or her position. We believe that these compensation packages are appropriate in light of the intense competition for top executives in our industry and among similarly situated companies, and that the terms of these arrangements are consistent with our executive compensation goals, including the balancing of short-term and long-term compensation to properly motivate our NEOs. Our employment agreements with each of Dr. Graves, Messrs. Creech, Puthenveetil, Ellis, Johnson and Turner and Ms. Nordstrom provide for an initial two-year employment term that automatically extends for additional one-year periods unless terminated by the NEO or us upon at least 30 days’ prior written notice of intention not to renew. The agreements may also be terminated by us or the NEO for other reasons and, subject to the conditions set forth in the employment agreements, provide for certain payments and benefits in connection with certain termination events or a change of control as described under “Potential Benefits upon Termination or Change of Control” beginning on page 48.

  95. Employment Agreements and Other Agreements with NEOs

    | 38 | | 2024 PROXY STATEMENT |

  96. Dr. Jeffrey A. Graves

    Dr. Jeffrey A. Graves Dr. Graves’ employment agreement provides for a minimum base annual salary of $825,000 and a target bonus opportunity equal to 100% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Dr. Graves to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. Pursuant to Dr. Graves’ employment agreement he was granted the following initial equity awards:

  97. Dr. Jeffrey A. Graves

    | • | a restricted stock award for shares of Common Stock with a value of $2,000,000 that vested 20%, 40%, and 40% on December 31, 2020, December 31, 2021, and December 31, 2023, respectively, and |

  98. Dr. Jeffrey A. Graves

    | • | a long-term equity grant with a value of $2,500,00 equally divided between a time-based restricted stock award that vested in three equal annual installments on each of the first, second, and third anniversaries of May 26, 2020, the date of grant, and a PSU award, which may be earned during the three-year period ending on May 26, 2023 based on the achievement at threshold (25%), target (50%), and maximum (75%) TSR, which would earn 50%, 100%, and 150% of the PSU, respectively, subject to his continued employment. |

  99. Jeffrey Creech

    Jeffrey Creech Mr. Creech’s employment agreement provides for a minimum base annual salary of $425,000 and a target bonus opportunity of not less than 60% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Creech to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. Pursuant to Mr. Creech’s employment agreement he was granted the following equity award:

  100. Jeffrey Creech

    | • | a time-based restricted stock award for shares of Common Stock with a value of $500,000 that is scheduled to vest in three equal annual installments on each of the first, second and third anniversaries of December 13, 2023, the date of grant, subject to his continued employment. |

  101. Reji Puthenveetil

    Reji Puthenveetil Mr. Puthenveetil’s employment agreement provides for a minimum base annual salary of $400,000 and a target bonus opportunity of not less than 50% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Puthenveetil to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. Pursuant to Mr. Puthenveetil’s employment agreement he was granted the following initial equity awards:

  102. Reji Puthenveetil

    | • | a long-term equity grant with a value of $1,000,00 equally divided between a time-based restricted stock award, that vests in three equal annual installments on each of the first, second and third anniversaries of October 1, 2020, and a PSU award, which may be earned during the three-year period ending on October 1, 2023 based on the achievement at threshold (25%), target (50%), and maximum (75%) TSR, which would earn 50%, 100%, and 150% of the PSU, respectively, and |

  103. Reji Puthenveetil

    | • | a 2021 long-term equity award for shares of Common Stock with a value equal to $1,000,000, equally divided between time-based restricted stock and PSU, issued pursuant to the service and performance criteria set by the Compensation Committee as part of its 2021 executive compensation program. |

  104. Menno Ellis

    Mr. Ellis to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. His agreement also provides that his primary work location will be his home office in Dallas, Texas. Mr. Ellis’ employment agreement automatically extended for an additional one-year period in November 2023. Mr. Ellis’ role and position within the Company were eliminated, effective April 30, 2024. In connection with his departure Mr. Ellis received (i) a severance payment in the amount of $412,000, and (ii) Company-paid monthly premium payments for COBRA health and dental insurance coverage such that Mr. Ellis’ contributions to such plans remain the same as if he were employed by the Company until the earlier of (1) 12 months following his separation date and (2) the date Mr. Ellis is no longer eligible for COBRA coverage. Mr. Ellis forfeited all outstanding unvested equity awards, including restricted stock and PSUs, upon his separation. Mr. Ellis continues to provide executive transition consulting services to the Company at the rate of $375 per hour (plus expenses) under a Consulting Agreement dated May 1, 2024 with The Kaminda Group, an entity controlled by Mr. Ellis.

  105. Phyllis Nordstrom

    Phyllis Nordstrom Ms. Nordstrom’s employment agreement provides for a minimum base annual salary of $350,000 and a target bonus opportunity of not less than 60% of her base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Ms. Nordstrom to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. Pursuant to Ms. Nordstrom’s employment agreement she was granted the following equity awards:

  106. Phyllis Nordstrom

    | • | a time-based restricted stock award for shares of Common Stock with a value of $500,000 that vests in three equal annual installments on each of the first, second and third anniversaries of August 30, 2021, the date of grant, subject to her continued employment; and |

  107. Phyllis Nordstrom

    | • | a time-based restricted stock award for shares of Common Stock with a value of $100,000 which vested and became exercisable in full on the first anniversary of August 30, 2021, the date of grant. |

  108. Andrew Johnson

    Andrew Johnson Mr. Johnson’s employment agreement provides for a minimum base annual salary of $333,000. Mr. Johnson is also entitled to receive cash performance bonuses, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Johnson to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. Mr. Johnson’s employment agreement automatically extended for an additional one-year period in June 2023. Mr. Johnson resigned from his role and position within the Company, effective April 30, 2024. In connection with this resignation, Mr. Johnson received (i) a severance amount equal to $400,000, paid in 12 monthly installments following his separation date, (ii) Company-paid monthly premium payments for COBRA health and dental insurance coverage such that Mr. Johnson’s contributions to such plans remain the same as if he were employed by the Company until the earlier of (1) 12 months following the Separation Date and (2) the date Mr. Johnson is no longer eligible for COBRA coverage, and (iii) a one-time $300,000 cash retention bonus. Mr. Johnson forfeited all outstanding unvested equity awards, including restricted stock and PSUs, upon his resignation on April 30, 2024. Mr. Johnson continues to provide executive transition consulting services to the Company at the rate of $250 per hour (plus expenses) under a Consulting Agreement dated May 1, 2024.

  109. Michael Turner

    Michael Turner Mr. Turner’s employment agreement provided for a minimum base annual salary of $450,000 and a target bonus opportunity of not less than 60% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitled Mr. Turner to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. Pursuant to Mr. Turner’s employment agreement he was granted the following equity awards:

  110. Michael Turner

    | • | a signing bonus of $225,000, provided that he was not terminated for cause within the first 24 months of his employment with the Company, and |

  111. Michael Turner

    | • | a time-based restricted stock award for shares of Common Stock with a value of $1,500,000 that scheduled to vest in three equal annual installments on each of the first, second and third anniversaries of August 29, 2023, the date of grant, subject to his continued employment. |

  112. Michael Turner

    On September 18, 2023, Mr. Turner notified the Company of his resignation as Executive Vice President and Chief Financial Officer of the Company, effective October 15, 2023. In connection with his departure, Mr. Turner forfeited his participation in the fiscal 2023 Annual Bonus Program and all outstanding unvested equity awards, including restricted stock and PSU. Mr. Turner retained his signing bonus on his departure as consideration for ongoing consulting services to the Company.

  113. Change of Control Severance Policy

    Change of Control Severance Policy On February 22, 2018, the Compensation Committee adopted the Company’s Change of Control Severance Policy (the “COC Severance Policy”). The COC Severance Policy is intended to provide eligible officers with reasonable financial security in their employment and position with the Company without distraction from uncertainties regarding their employment created by the possibility of a potential or actual change of control. The COC Severance Policy applies to our CEO and all Executive Vice Presidents and Senior Vice Presidents, which includes all our NEOs. For a more detailed discussion of the benefits payable to our NEOs under the COC Severance Policy, see “Potential Benefits upon Termination or Change of Control” beginning on page 48.

  114. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents information regarding the compensation of each of the NEOs for services rendered during 2023, 2022 and 2021.

  115. SUMMARY COMPENSATION TABLE

    | Name and Principal Position(1) | Year | Salary(2) ($) | Bonus(3) ($) | Stock Awards(4) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(5) ($) | Total ($) | | Jeffrey A. Graves President and Chief Executive Officer | 2023 | 849,800 | — | 5,268,229 | — | 417,601 | 6,535,630 | | | 2022 | 849,800 | — | 4,765,861 | — | 71,501 | 5,687,163 | | | 2021 | 837,400 | — | 6,378,697 | 1,274,697 | 83,434 | 8,574,228 | | Jeffrey Creech Executive Vice President and Chief Financial Officer | 2023 | 13,077 | — | 589,956 | — | 0 | 603,033 | | Reji Puthenveetil Executive Vice President - Additive Solutions and Chief Commercial Officer | 2023 | 412,000 | — | 1,871,604 | — | 28,512 | 2,312,116 | | | 2022 | 412,000 | — | 1,693,130 | — | 59,643 | 2,164,773 | | | 2021 | 406,000 | — | 2,319,545 | 370,792 | 38,687 | 3,135,024 | | Menno Ellis Executive Vice President, Health Care Solutions | 2023 | 412,000 | — | 1,871,604 | — | 8,469 | 2,292,073 | | | 2022 | 412,000 | — | 1,693,130 | — | 3,191 | 2,108,321 | | | 2021 | 406,000 | — | 2,319,545 | 370,792 | 8,400 | 3,104,737 | | Phyllis Nordstrom Executive Vice President, Chief People Officer and Chief Administrative Officer | 2023 | 428,731 | — | 1,386,371 | — | 281,638 | 2,096,739 | | Andrew Johnson Executive Vice President, Chief Corporate Development Officer, Chief Legal Counsel, and Interim Chief Financial Officer | 2023 | 470,000 | — | 1,386,371 | — | 8,400 | 1,864,771 | | | 2022 | 396,042 | 100,000 | 1,128,725 | — | 8,400 | 1,633,167 | | | 2021 | 379,650 | — | 2,251,252 | 346,761 | 8,400 | 2,986,063 | | Michael Turner Former Executive Vice President and Chief Financial Officer | 2023 | 363,461 | — | 699,948 | — | 4,795 | 1,068,205 | | | 2022 | 147,115 | 225,000 | 1,322,155 | — | — | 1,694,270 |

  116. SUMMARY COMPENSATION TABLE

    | (1) This column includes the name and principal position of each NEO during the fiscal year ended December 31, 2023. |

  117. SUMMARY COMPENSATION TABLE

    | (2) The amounts in the salary column represent the salary paid to each NEO with respect to each year during which he or she was a NEO. The amount reported in this column for Mr. Johnson in 2023 includes cash compensation of $70,000 awarded to him upon the conclusion of his service as Interim Chief Financial Officer in December 2023. |

  118. SUMMARY COMPENSATION TABLE

    | (3) No bonuses were awarded to our NEOs in 2023. |

  119. SUMMARY COMPENSATION TABLE

    | (4) The amounts reported in this column for 2023 represent the aggregate grant date fair value computed in accordance with ASC Topic 718 of restricted stock awards and PSU awards. The value of restricted stock awards is determined by multiplying the number of shares awarded by the closing price of our Common Stock on the date of grant. The value of the PSU awards, which have a market-based performance metric and a three-year performance period, was determined using a Monte Carlo simulation technique under the option pricing method assuming target performance. For these PSUs, achievement of the highest level of performance conditions would result in the NEOs receiving 250% of the target amounts. These amounts are: Dr. Graves, $8,737,555; Mr. Puthenveetil, $3,104,124; Mr. Ellis, $3,104,124; Ms. Nordstrom, $2,299,361; Mr. Johnson, $2,299,361; and Mr. Turner, $3,449,042. See “2023 Long-Term Incentive Awards” above. |

  120. SUMMARY COMPENSATION TABLE

    | 44 | | 2024 PROXY STATEMENT |

  121. SUMMARY COMPENSATION TABLE

    | (5) The amounts shown for 2023 in the “All Other Compensation” column are composed of the following components: |

  122. SUMMARY COMPENSATION TABLE

    | Name | 401K Match | Relocation Expenses | Rent and Travel Expenses | Relocation, Rent and Travel Expenses Tax Gross Up | Total All Other Compensation | | Dr. Jeffrey A. Graves | $8,400 | $221,582 | $— | $187,619 | $417,601 | | Jeffrey Creech | $— | $— | $— | $— | $— | | Reji Puthenveetil | $4,200 | $— | $18,420 | $5,892 | $28,512 | | Menno Ellis | $8,469 | $— | $— | $— | $8,469 | | Phyllis Nordstrom | $8,400 | $150,000 | $39,627 | $83,611 | $281,638 | | Andrew Johnson | $8,400 | $— | $— | $— | $8,400 | | Michael Turner | $4,795 | $— | $— | $— | $4,795 |

  123. SUMMARY COMPENSATION TABLE

    | Dr. Graves’ relocation expenses relate primarily to reimbursement of commission expenses in connection with selling the home where he lived prior to joining the Company in 2020. Mr. Puthenveetil’s rent expenses relate to the reimbursement of lease payments for an apartment near the Company’s headquarters in Rock Hill, South Carolina. Ms. Nordstrom’s relocation expenses relate to a lump sum payment made in 2023 in connection with Ms. Nordstrom’s planned relocation to the Rock Hill, South Carolina area. In each case, the Company agreed to provide a gross up amount to the executive for tax planning purposes. |

  124. SUMMARY COMPENSATION TABLE

    | | 2024 PROXY STATEMENT | 45 |

  125. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The following table sets forth information with respect to plan-based awards granted in 2023. The threshold, target, and maximum amounts represent the incentive awards for the 2023 Annual Bonus Program and the PSUs that could be awarded assuming achievement of the pre-determined performance metric over the three-year performance period (such achievement to be certified by the Compensation Committee subsequent to the completion of the performance period). No annual bonus award payouts were earned by the NEOs with respect to 2023 Annual Bonus Program. For further details about our employment agreements with our NEOs, see “Employment Agreements and Other Agreements with NEOs.”

  126. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payments Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | Name | Program | Grant Date | Threshold ($) | Base Target ($) | Maximum ($) | Threshold (#) | Base Target (#) | Maximum (#) | | | | Dr. Jeffrey A. Graves | 2023 Bonus Program | 2/22/2023 | 425,000 | 850,000 | 1,275,000 | — | — | — | — | — | | | 2023 LTI RSAs | 4/14/2023 | — | — | — | — | — | — | 189,243 | $1,773,207 | | | 2023 LTI Performance Shares | 4/3/2023 | — | — | — | 92,412 | 184,824 | 462,060(3) | — | $3,495,022 | | Jeffrey Creech | New Hire Award | 12/13/2023 | — | — | — | — | — | — | 94,696 | $589,956 | | Reji Puthenveetil | 2023 Bonus Program | 2/22/2023 | 123,600 | 247,200 | 370,800 | — | — | — | — | — | | | 2023 LTI RSAs | 4/14/2023 | — | — | — | — | — | — | 67,231 | $629,954 | | | 2023 LTI Performance Shares | 4/3/2023 | — | — | — | 32,831 | 65,661 | 164,153(3) | — | $1,241,650 | | Menno Ellis | 2023 Bonus Program | 2/22/2023 | 123,600 | 247,200 | 370,800 | — | — | — | — | — | | | 2023 LTI RSAs | 4/14/2023 | — | — | — | — | — | — | 67,231 | $629,954 | | | 2023 LTI Performance Shares | 4/3/2023 | — | — | — | 32,831 | 65,661 | 164,153(3) | — | $1,241,650 | | Phyllis Nordstrom | 2023 Bonus Program | 2/22/2023 | 135,000 | 270,000 | 405,000 | — | — | — | — | — | | | 2023 LTI RSAs | 4/14/2023 | — | — | — | — | — | — | 49,800 | $466,626 | | | 2023 LTI Performance Shares | 4/3/2023 | — | — | — | 24,319 | 48,638 | 121,595(3) | — | $919,745 | | Andrew Johnson | 2023 Bonus Program | 2/22/2023 | 120,000 | 240,000 | 360,000 | — | — | — | — | — | | | 2023 LTI RSAs | 4/14/2023 | — | — | — | — | — | — | 49,800 | $466,626 | | | 2023 LTI Performance Shares | 4/3/2023 | — | — | — | 24,319 | 48,638 | 121,595(3) | — | $919,745 | | Michael Turner(3) | 2023 Bonus Program | 2/22/2023 | 135,000 | 270,000 | 405,000 | — | — | — | — | — | | | 2023 LTI RSAs | 4/14/2023 | — | — | — | — | — | — | 74,701 | $699,948 | | | 2023 LTI Performance Shares | 4/3/2023 | — | — | — | 36,479 | 72,957 | 182,393 | — | $1,379,617 |

  127. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (1) The amounts in these columns represent PSUs that vest in full on or about April 3, 2026, based on achievement of TSR over a three-year performance period. |

  128. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (2) The amounts included in the “Grant Date Fair Value of Stock and Option Awards” column represent the aggregate grant date fair value computed in accordance with ASC Topic 718. |

  129. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (3) Mr. Turner resigned from the Company effective October 15, 2023. In connection with his departure, Mr. Turner forfeited his participation in the 2023 Annual Bonus Program and all outstanding unvested equity awards. |

  130. GRANTS OF PLAN-BASED AWARDS IN 2023

    | 46 | | 2024 PROXY STATEMENT |

  131. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT YEAR-END 2023 The following table presents information with respect to equity awards made to each of our NEOs that were outstanding on December 31, 2023.

  132. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Dr. Jeffrey A. Graves | 1/12/2021 | — | — | — | 35,248(3) | 223,825 | — | — | | | 1/12/2021 | — | — | — | — | — | 158,622(6) | 1,007,250 | | | 3/15/2022 | — | — | — | 76,582(4) | 486,296 | — | — | | | 4/1/2022 | — | — | — | — | — | 110,144(6) | 699,414 | | | 4/3/2023 | — | — | — | — | — | 184,824(6) | 1,173,632 | | | 4/14/2023 | — | — | — | 189,243 | 1,201,693 | — | — | | Jeffrey Creech | 12/13/2023 | — | — | — | 94,696(5) | 601,320 | — | — | | Reji Puthenveetil | 1/12/2021 | — | — | — | 12,818(3) | 81,394 | — | — | | | 1/12/2021 | — | — | — | — | — | 57,681(6) | 366,274 | | | 3/15/2022 | — | — | — | 27,206(4) | 172,758 | — | — | | | 4/1/2022 | — | — | — | — | — | 39,130(6) | 248,476 | | | 4/3/2023 | — | — | — | — | — | 65,661(6) | 416,884 | | | 4/14/2023 | — | — | — | 67,231(5) | 426,917 | — | — | | Menno Ellis | 12/1/2016 | 100,000 | 13.28 | 12/1/2026 | — | — | — | — | | | 12/1/2016 | — | — | — | — | — | 20,000(7) | 127,000 | | | 1/12/2021 | — | — | — | 12,818(3) | 81,394 | — | — | | | 1/12/2021 | — | — | — | — | — | 57,681(6) | 366,274 | | | 3/15/2022 | — | — | — | 27,206(4) | 172,758 | — | — | | | 4/1/2022 | — | — | — | — | — | 39,130(6) | 248,476 | | | 4/3/2023 | — | — | — | — | — | 65,661(6) | 416,947 | | | 4/14/2023 | — | — | — | 67,231(5) | 426,917 | — | — | | Phyllis Nordstrom | 8/30/2021 | — | — | — | 5,685(3) | 36,100 | — | — | | | 3/15/2022 | — | — | — | 15,114(3) | 95,974 | — | — | | | 4/1/2022 | — | — | — | — | — | 21,739(6) | 138,043 | | | 12/2/2022 | — | — | — | 7,114(4) | 45,174 | — | — | | | 4/3/2023 | — | — | — | — | — | 48,638(6) | 308,851 | | | 4/14/2023 | — | — | — | 49,800(5) | 316,230 | — | — | | Andrew Johnson | 7/26/2016 | 160,000 | 13.25 | 7/26/2026 | — | — | — | — | | | 7/26/2016 | — | — | — | — | — | 40,000(7) | 254,000 | | | 1/12/2021 | — | — | — | 10,894(3) | 69,177 | — | — | | | 1/12/2021 | — | — | — | — | — | 49,029(6) | 311,334 | | | 3/15/2022 | — | — | — | 18,137(4) | 115,170 | — | — | | | 4/1/2022 | — | — | — | — | — | 26,086(6) | 165,646 | | | 4/3/2023 | — | — | — | — | — | 48,638(6) | 308,851 | | | 4/14/2023 | — | — | — | 49,800(5) | 316,230 | — | — | | Michael Turner | 8/29/2022 | — | — | — | 85,910(4) | 545,529 | — | — | | | 4/3/2023 | — | — | — | — | — | 72,957(6) | 463,277 | | | 4/14/2023 | — | — | — | 74,701(5) | 474,351 | — | — |

  133. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    | | 2024 PROXY STATEMENT | 47 |

  134. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    | (1) Option awards in this column vest upon the satisfaction of certain share price performance conditions. |

  135. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    | (2) Value calculated based on the $6.35 closing price of our common stock on December 29, 2023. |

  136. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    | (3) The outstanding balance of this award vests on the third anniversary of the grant date. |

  137. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    | (4) The outstanding balance of this award vests in equal installments on the second and third anniversary of the grant date. |

  138. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    | (5) Award vests in equal installments over a three-year period on the first, second and third anniversaries of the grant date. |

  139. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    | (6) Amount represents the number of performance-based restricted stock unit awards based on achievement of target performance over a 3-year performance period other than those with January 12, 2021, grant dates, which are shown at maximum, in each case based on performance against the relevant metrics during 2023. |

  140. OUTSTANDING EQUITY AWARDS AT YEAR-END 2023

    | (7) Restricted stock awards that vest upon the satisfaction of certain share price and financial performance conditions. |

  141. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 No options were exercised by our NEOs in 2023. Shares of restricted Common Stock and RSUs held by the NEOs vested as follows during 2023:

  142. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Dr. Jeffrey A. Graves | 385,331 | 3,307,565 | | Jeffrey Creech | 0 | 0 | | Reji Puthenveetil | 196,394 | 975,941 | | Menno Ellis | 39,232 | 395,646 | | Phyllis Nordstrom | 26,381 | 224,997 | | Andrew Johnson | 30,040 | 307,770 | | Michael Turner | 42,955 | 263,314 |

  143. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (1) Amounts reflect aggregate market value of our Common Stock based on the closing price of our Common Stock on the applicable vesting date. |

  144. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

  145. CEO PAY RATIO

    CEO PAY RATIO

  146. CEO Pay Ratio

    CEO Pay Ratio As required by applicable SEC rules, we must annually disclose the annual total compensation of our median employee (excluding the CEO), the annual total compensation of our CEO, and the ratio of the CEO compensation to the median employee compensation. For 2023, our last completed fiscal year:

  147. CEO Pay Ratio

    | • | the annual total compensation of our CEO, calculated from information reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $6,535,630; and |

  148. CEO Pay Ratio

    | • | the annual total compensation of our median employee (excluding our CEO) was $80,353. |

  149. CEO Pay Ratio

    Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 81 to 1. We identified our median employee in 2023 using a multistep process and took the following steps to determine the annual total compensation of that employee and our CEO for 2023:

  150. CEO Pay Ratio

    | • | We determined that, as of December 31, 2023, our active, global employee population consisted of approximately 1,923 individuals (excluding the CEO). This population consisted of our full-time, part-time, and temporary employees employed with us as of that date. |

  151. CEO Pay Ratio

    | • | To identify the median employee from our employee population, we used annual base salary as of December 31, 2023. |

  152. CEO Pay Ratio

    | • | For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x), which are the same requirements we used to determine the annual total compensation of our CEO. |

  153. CEO Pay Ratio

    The CEO pay ratio reported is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.

  154. CEO Pay Ratio

    | 52 | | 2024 PROXY STATEMENT |

  155. CEO Pay Ratio

    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 (“CAP”) to our named executive officers (“NEOs”) and the Company’s financial performance. The Company does not use CAP as a basis for making compensation decisions, nor does it use the performance measures defined by the SEC for the Pay versus Performance table to measure performance for incentive plan purposes. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation Matters – Compensation Discussion and Analysis.” Pay Versus Performance Table

  156. CEO Pay Ratio

    | | Summary Compensation Table Total for CEO & Former CEO (1) | | Compensation Actually Paid (“CAP”) to CEO & Former CEO (3) | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | CEO (1) | Former CEO (2) | CEO (1) | Former CEO (2) | Average summary compensation table total for non-CEO named executive officers (2) | Average compensation actually paid to non-CEO named executive officers (3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | Net Income (in millions) | Adjusted EBITDA (in millions) (5) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $6,535,630 | — | $2,603,992 | — | $1,706,156 | $492,584 | $62 | $213 | $(362.7) | $(26.3) | | 2022 | $5,687,163 | — | $(7,091,673) | — | $1,636,419 | $(1,319,015) | $86 | $160 | $(121.70) | $(5.80) | | 2021 | $8,574,250 | — | $15,609,540 | — | $3,081,939 | $5,899,487 | $162 | $227 | $322.10 | $56.10 | | 2020 | $5,917,360 | $849,757 | $8,175,388 | $(5,271,672) | $1,248,601 | $616,092 | $121 | $240 | $(149.60) | $27.80 |

  157. CEO Pay Ratio

    | (1) Dr. Jeffrey Graves, who joined the Company in May 2020, was the Company’s principal executive officer (“CEO”) for 2020, 2021, 2022 and 2023. Mr. Vyomesh Joshi, who retired in May 2020, was the Company’s former principal executive officer (“Former CEO”) for 2020. |

  158. CEO Pay Ratio

    | (2) The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Michael Turner, Andrew Johnson, Menno Ellis, Reji Puthenveetil, Jeffrey Creech, and Phyllis Nordstrom; (ii) for 2022, Michael Turner, Andrew Johnson, Menno Ellis, Reji Puthenveetil, Jagtar Narula, and Wayne Pensky; (iii) for 2021, Andrew Johnson, Menno Ellis, Reji Puthenveetil, and Jagtar Narula; and (iv) for 2020, Andrew Johnson, Menno Ellis, Reji Puthenveetil, Jagtar Narula, Wayne Pensky, Todd Booth, Philip Schultz, and Herbert Koeck. |

  159. CEO Pay Ratio

    | (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported herein. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable NEO without restriction during the applicable year but rather are a valuation calculated under applicable SEC rules. |

  160. CEO Pay Ratio

    | For purposes of the CAP calculation, there was no actuarial change in pension value or pension related adjustments to report. In addition, for purposes of the equity award adjustments shown below, there are no dividends or interest accrued to report. |

  161. CEO Pay Ratio

    | (4) TSR is determined based on the value of an initial fixed investment of $100. The peer group TSR represents TSR of the S&P SmallCap 600 Information Technology Index, which is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K. |

  162. CEO Pay Ratio

    | (5) Adjusted EBITDA is the financial measure from the tabular list of 2023 Most Important Measures shown that, in the Company’s assessment, represents for 2023 the most important performance measure used to link compensation actually paid to our CEO and other NEOs to the Company’s performance. The Company selected this measure as the most important because adjusted EBITDA accounted for 50% of target annual bonus award opportunities for our NEOs in 2023. Adjusted EBITDA is defined on page 34 and is a non-GAAP financial measure. |

  163. CEO Pay Ratio

    | | 2024 PROXY STATEMENT | 53 |

  164. CEO Pay Ratio

    | | | | | | Add Equity Award Adjustments | | | | | Year | Executives | Summary Compensation Table (SCT) Total for Covered Year | Subtract Grant Date Fair Value of Awards as Reported in SCT for Covered Year | Add Covered Year-End Value of Awards Granted in Covered Year and Outstanding and Unvested as of Covered Year-End | Change in Value as of Covered Year-End (as Compared to Prior Year-End) of Equity Awards Granted Prior to Covered Year and Outstanding and Unvested as of Covered Year-End | Add, for Awards Granted and Vested in the Covered Year, Fair Value as of Vesting Date | Change in Value as of Vesting Date (as Compared to Prior Year-End) of Equity Awards Granted Prior to Covered Year that Vested During Covered Year | Subtract Prior Year-End Value of Equity Awards that Failed to Meet Vesting Conditions During Covered Year | | 2023 | CEO | $6,535,630 | $(5,268,229) | $2,094,393 | $(1,114,020) | $— | $356,218 | $— | | | Other NEOs | $1,706,156 | $(1,300,976) | $532,787 | $(273,623) | $— | $(65,805) | $(105,956) | | 2022 | CEO | $5,687,163 | $(4,765,861) | $1,882,109 | $(7,695,443) | $— | $(2,199,640) | $— | | | Other NEOs | $1,636,419 | $(1,269,985) | $456,106 | $(1,221,213) | $14,940 | $(116,787) | $(818,495) | | 2021 | CEO | $8,574,250 | $(6,378,719) | $5,693,472 | $5,445,859 | $— | $2,274,678 | $— | | | Other NEOs | $3,081,939 | $(2,302,472) | $2,022,950 | $1,973,281 | $— | $1,224,538 | $(100,749) | | 2020 | CEO | $5,917,360 | $(4,928,697) | $6,616,383 | $— | $570,343 | $— | $— | | | Former CEO | $849,757 | $— | $— | $94,849 | $— | $(6,858) | $(6,209,420) | | | Other NEOs | $1,248,601 | $(844,436) | $772,676 | $60,044 | $28,603 | $(7,240) | $(642,155) |

  165. CEO Pay Ratio

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation Matters – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects the Board’s commitment to strong corporate governance and achievement of rewards based upon the creation of sustainable Company value. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and , therefore, does not specifically align the Company’s performance measures with CAP (as computed in accordance with the SEC rules for a particular year).

  166. CEO Pay Ratio

    | 54 | | 2024 PROXY STATEMENT |

  167. CEO Pay Ratio

    The following graphs further illustrate the relationship between the pay and performance figures that are included in the Pay Versus Performance tabular disclosure. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the S&P SmallCap 600 Information Technology Index. CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  168. CEO Pay Ratio

    | | |

  169. CEO Pay Ratio

    | | 2024 PROXY STATEMENT | 55 |

  170. CEO Pay Ratio

    Financial Performance Measures As described in greater detail in “Executive Compensation Matters – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our annual and long-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are as follows:

  171. CEO Pay Ratio

    | • | Revenue |

  172. CEO Pay Ratio

    | • | Adjusted EBITDA |

  173. CEO Pay Ratio

    | • | Relative TSR (the Company’s TSR as compared to the 3DPRNT Index) |

  174. CEO Pay Ratio

    | 56 | | 2024 PROXY STATEMENT |