DEF 14A of Xometry, Inc., Apr 29, 2026

DEF 14A of Xometry, Inc.

Filed Apr 29, 2026 · FY20250001193125-26-191498

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. General

    General Our Board is currently composed of six directors and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors and has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Our directors are divided into three classes as follows: • Class II directors: Roy Azevedo, Fabio Rosati and Katharine Weymouth, whose terms will expire at the upcoming Annual Meeting; • Class III directors: Ranjana Clark and Emily Rollins, whose terms will expire at the Annual Meeting of Stockholders to be held in 2027; and • Class I director: Randolph Altschuler, whose term will expire at the Annual Meeting of Stockholders to be held in 2028. Messrs. Azevedo and Rosati and Ms. Weymouth each currently serve as members of our Board. Mr. Rosati and Ms. Weymouth were previously elected to the Board by the stockholders in 2023. There are no arrangements or understandings between us and any nominee for directorship, pursuant to which such person was selected as a nominee. Messrs. Azevedo and Rosati and Ms. Weymouth have been nominated for reelection to serve as Class II directors, based in part on the recommendation of the Nominating and Corporate Governance Committee, and have agreed to be named in this proxy statement and stand for reelection at the Annual Meeting. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board. The Board has no reason to believe that any nominee would prove unable to serve if elected. If elected at the Annual Meeting, Messrs. Azevedo and Rosati and Ms. Weymouth would serve until the Annual Meeting of Stockholders to be held in 2029 and until his or her successor has been duly elected, or if sooner, until his or her death, resignation or removal. On February 24, 2026, the Company announced certain changes to its executive team and Board that would be effective as of July 1, 2026, namely (1) the appointment of Sanjeev Singh Sahni, currently the Company’s President, as the Company’s Chief Executive Officer, and to the Board as a Class I director; (2) the resignation of Mr. Altschuler as the Company's Chief Executive Officer and the appointment of Mr. Altschuler as the Executive Chair of the Board for an indefinite term; and (3) the appointment of Mr. Rosati, currently the Chair of the Board, as the Board’s lead independent director. With the appointment of Mr. Altschuler to Executive Chair of the Board, the Board determined that Mr. Rosati will no longer serve as Chair of the Board. Mr. Altschuler will remain an employee of the Company. The Board approved an increase in the size of the Board from six to seven members to allow for the appointment of Mr. Singh Sahni to the Board, effective on July 1, 2026. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our company. The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the Nominating and Corporate Governance Committee to believe that the nominee should continue to serve on the Board. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

  3. Our Recommendation

    Our Recommendation

  4. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS II DIRECTOR

    THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS II DIRECTOR NOMINEES NAMED ABOVE.

  5. INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CONTINUING DIRECTORS The following table sets forth, for the Class II nominees and our other directors who will continue in office after the Annual Meeting, their ages and position or office held with us as of the date of this proxy statement.

  6. INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Name | Age | Position | Director Since | | Class II director nominees for election at the 2026 Annual Meeting of Stockholders | | | | | Roy Azevedo | 65 | Director | 2024 | | Fabio Rosati | 61 | Director and Chair of the Board | 2017 | | Katharine Weymouth | 59 | Director | 2020 | | Class III directors continuing in office until the 2027 Annual Meeting of Stockholders | | | | | Ranjana Clark | 65 | Director | 2021 | | Emily Rollins | 56 | Director | 2021 | | Class I director continuing in office until the 2028 Annual Meeting of Stockholders | | | | | Randolph Altschuler | 55 | Co-Founder, Chief Executive Officer and Director | 2013 |

  7. INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led the Board to recommend them for board service. Biographical information for Mr. Singh Sahni, who will be appointed to the Board effective July 1, 2026, is set forth below under "Executive Officers."

  8. Nominees for Election at the 2026 Annual Meeting of Stockholders

    Nominees for Election at the 2026 Annual Meeting of Stockholders Roy Azevedo has served as a member of our Board since October 2024. Over 34 years, Mr. Azevedo served in various positions of increasing responsibility with Raytheon Technologies, including as the president of Raytheon Technologies’ Space and Airborne Systems and the Intelligence and Space business units. Mr. Azevedo received a B.S. in Electrical Engineering from Northeastern University. We believe that Mr. Azevedo is qualified to serve on the Board because of his extensive industry and executive experience. Fabio Rosati has served as a member of our Board since December 2017 and as chair of our Board since December 2023. In connection with Mr. Altschuler’s appointment as Executive Chair effective July 1, 2026, Mr. Rosati will be appointed as our lead independent director. Mr. Rosati served on the board of directors from 2017 through November 2023 at Snagajob, a marketplace platform for connecting businesses with hourly workers. At Snagajob Mr. Rosati was Chair of the Board from November 2022 through November 2023, Executive Chairman from June 2019 through October 2022, and Chairman and acting CEO from July 2018 to May 2019. From May 2015 to July 2017 he served on the board of directors of Upwork, a position he held after serving as CEO from January 2014 to April 2015. Mr. Rosati is a board member of Smith.ai. Mr. Rosati received a B.S. in Finance and Accounting from Georgetown University. We believe that Mr. Rosati is qualified to serve on the Board because of his experience in the technology space. Katharine Weymouth has served as a member of our Board since October 2020. From September 2021 until January 2025, Ms. Weymouth served as the Chief Operating Officer at FamilyCare, a start-up in the mental health space, and thereafter she has served as a senior advisor. Ms. Weymouth previously served as a senior advisor to ChefMarket (formerly DineXpert), a platform helping independent restaurants and food businesses source high quality products, and previously served as its Chief Operating Officer and President from June 2017 until May 2021. Ms. Weymouth was the Publisher and Chief Executive Officer of the Washington Post from February 2008 to September 2014. Since December 2024, Ms. Weymouth has served as a partner at Blu Venture Investors, a venture fund focused on early stage companies in the cyber security, health tech and B2B SaaS spaces. Since January 2015, Ms. Weymouth has served as a Trustee of the Philip L Graham Fund. Ms. Weymouth is a board member of Republic Services, Inc, Cable One, Inc., Sequoia Mutual Fund, Inc., and The Graham Holdings Company. Additionally, Ms. Weymouth serves on the board of Meadow Reproductive Health and the DC Volunteer Lawyer Project. Ms. Weymouth received a B.A. in English Literature from Harvard University and a J.D. from Stanford Law School. We believe that Ms. Weymouth is qualified to serve on the Board because of her extensive executive and public company board experience.

  9. Directors Continuing in Office until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office until the 2027 Annual Meeting of Stockholders Ranjana Clark has served as a member of our Board since July 2021. From July 2013 to March 2023, Ms. Clark held a number of positions with Mitsubishi UFJ Financial Group (“MUFG”), most recently as its Head of Global Transaction Banking, Head of Transaction Banking Americas and Bay Area President. Prior to joining MUFG, Ms. Clark was the Chief Customer and Marketing Officer at PayPal from May 2011 to June 2013. Prior to that, Ms. Clark spent over 25 years in the financial services industry in roles spanning payments, marketing, strategy and business leadership. Ms. Clark currently serves on the board of directors of StanCorp Financial Group, Inc., InvestCloud, Inc. and Texas Capital Bankshares, Inc., positions she has held since July 2014, May 2022 and April 2025, respectively. Ms. Clark is also a member of the President’s Leadership Council, Asia Foundation and a fellow at Stanford University’s Distinguished Careers Institute. Ms. Clark received a B.A. from the University of Delhi, an M.B.A. with an emphasis in Marketing from the Indian Institute of Management, Ahmedabad and an M.B.A with an emphasis in Finance from Duke University’s Fuqua School of Business. We believe Ms. Clark is qualified to serve on our Board due to her extensive executive experience and deep knowledge of the financial services industry. Emily Rollins has served as a member of our Board since March 2021. From September 1992 to September 2020, Ms. Rollins served in various positions at Deloitte & Touche LLP including most recently as an Audit & Assurance Partner. She currently serves on the board of directors and as chair of the audit committee of Dolby Laboratories, Inc., a position she has held since February 2021. Ms. Rollins also currently serves on the boards of directors of several private companies, as well as the Austin Healthcare Council. Ms. Rollins previously served on the board of directors of McAfee Corp. from October 2021 until its acquisition in March 2022 and Science 37 Holdings, Inc. from October 2021 until its acquisition in March 2024. Ms. Rollins is a managing member of 3E & J LLC dba Town Square NW Austin, Texas. Ms. Rollins holds a B.A. degree in Accounting and International Relations from Claremont McKenna College. We believe that Ms. Rollins is qualified to serve on our Board due to her board and management experience with complex audit and reporting processes for technology and media companies.

  10. INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE

  11. Compensation Program Objectives, Philosophy and Elements of Compensation

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed compensation) | Provides financial stability and security through a fixed salary for performing job responsibilities. | The base salary of each executive, including each named executive officer, generally is determined and recommended for approval by the Board by our Compensation Committee in connection with the commencement of such person’s employment and may be adjusted from time to time thereafter as the Board determines appropriate. Base salaries generally are reviewed annually at the beginning of the fiscal year, and any increases are based on a number of factors (including the value of current equity awards; scope and complexity of role; and experience, qualifications and skills) and by reference to market data provided by Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee’s independent compensation consultant. | | Annual Cash Bonus Award (variable, at-risk compensation) | Motivates and rewards employees for achieving rigorous annual corporate and individual performance goals that relate to our key business objectives. | The Compensation Committee generally provides our eligible executives, including our named executive officers, an opportunity to earn annual cash bonus awards contingent upon the attainment of certain individual and company performance targets as established by the Compensation Committee or the Board. Each executive’s bonus award payout is determined by multiplying the executive’s target bonus opportunity (expressed as a percentage of the executive’s annual base salary) by the percentage of achievement as determined by the Compensation Committee. Target bonus opportunities are generally reviewed annually at the beginning of the fiscal year and determined based upon a review of competitive market data drawn from the peer group and broad compensation surveys. | | Equity-Based Incentive Awards (at-risk compensation) | Motivates and rewards employees for long-term company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages | Annual equity incentive opportunities generally are reviewed and determined at the beginning of each fiscal year or as appropriate during the year for new hires, promotions, or other special circumstances, such as retention. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value, historical value of our stock, internal equity amongst executives and market data provided by Meridian. For 2025, the annual equity awards granted to our named executive officers were |

  12. Compensation Program Objectives, Philosophy and Elements of Compensation

    | their continued employment over the long-term. | comprised of 50% restricted stock units ("RSUs") that vest based on service, and 50% performance-based RSUs ("PSUs") that vest based on a combination of service and achievement of performance goals. |

  13. How We Determine Executive Compensation

    How We Determine Executive Compensation Role of Our Compensation Committee, Management and the Board Our Compensation Committee is appointed by the Board to assist with the Board’s oversight responsibilities with respect to our compensation and benefit plans, policies and programs, administration of our equity plans and the Board’s responsibilities related to the compensation of our executive officers, directors and senior management, as appropriate. The Compensation Committee is primarily responsible for establishing and reviewing our general compensation strategy. The Compensation Committee generally meets quarterly, and with greater frequency if necessary, to, among other responsibilities, manage and evaluate our executive compensation program, and generally determines, subject to final Board approval, the principal components of compensation (base salary, annual performance-based cash bonus awards and equity awards) for our executive officers on an annual basis. However, decisions may occur at other times for new hires, promotions or other special circumstances as the Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee generally reviews and determines equity-based incentive awards annually at the beginning of the fiscal year or as appropriate during the year for new hires, promotions, or other special circumstances, such as retention. The Compensation Committee will continue to evaluate its equity grant policies as we continue to evolve and grow as a public company. The Compensation Committee works with and receives information and analyses from our Chief Executive Officer and our human resources department, and considers such information and analyses in determining the structure and amount of compensation to be paid to our executive officers, including our named executive officers. Our Chief Executive Officer evaluates and discusses with the Compensation Committee executive officer performance assessments and management’s recommendations and proposals regarding executive officer compensation programs and decisions affecting base salaries, equity compensation and other compensation-related matters outside of the presence of any other named executive officer. Our Chief People Officer discusses with the Compensation Committee role levels and compensation benchmarking. However, the Board retains the final authority to make all compensation decisions. While our Chief Executive Officer discusses his recommendations with the Compensation Committee for executive officers other than himself, he does not participate in the deliberations concerning, or the determination of, his own compensation. Role of Compensation Consultant The Compensation Committee has retained Meridian as its independent compensation consultant since 2021 due to its extensive analytical and compensation expertise relating to technology companies. Meridian reports directly to the Compensation Committee and does not provide any services to our company other than data and advice related to executive and director compensation matters. The Compensation Committee has analyzed whether the work of Meridian as the compensation consultant raised any conflict of interest, after taking into consideration the six factors prescribed by the SEC and Nasdaq. Based on its analysis, the Compensation Committee determined that the work of Meridian and the individual compensation advisors have conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and the Nasdaq listing standards. In its capacity as the Compensation Committee’s independent compensation consultant, in 2025, Meridian assisted with, among other things: • conducting an executive market pay analysis; • amending the group of peer companies to use as a reference in making executive compensation decisions; • evaluating current executive pay practices and considering alternative compensation programs; and • reviewing our director compensation policies and practices. The Compensation Committee has the sole authority to engage and terminate Meridian’s services, as well as to approve its compensation. Meridian makes recommendations to the Compensation Committee, but has no authority to make compensation decisions on behalf of the Compensation Committee or Xometry. Meridian reports to the Compensation Committee and has direct access to the chairperson and the other members of the Compensation Committee. Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we may compete for top talent. To this end, the Compensation Committee works annually with Meridian to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. The Compensation Committee believes that the peer and market data provided by Meridian, along with other factors, is an important reference point when setting compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success. In 2025 the Compensation Committee generally targeted our executive officers’ annual base salaries, annual performance-based cash bonuses and equity compensation near the 50th percentile of peer and market data, but compensation relative to our peer group companies can and does vary by executive officer as a result of individual performance, tenure, scope of responsibility and other factors deemed relevant by the Compensation Committee. The Compensation Committee reviews these criteria collectively but does not assign a weight to any particular criterion when setting compensation levels. As a result, the Compensation Committee seeks to align total compensation with executive and corporate performance, such that executive compensation may exceed the median level of our peer group when our company exceeds its performance goals and demonstrates strong stockholder value over time, or trail the median level of our peer group when performance goals are not met and stockholders are experiencing losses. 2025 Peer Group In August 2024, Meridian proposed, and the Compensation Committee approved, a group of publicly traded companies to serve as a reference point when making 2025 compensation decisions. The Board ratified the peer group companies in December 2024. In selecting the peer group, the following criteria were considered: • Sector: We generally focused on e-commerce, cloud software and additive manufacturing companies; • Revenue: We generally focused on companies with a revenue size within a range of approximately 0.4x to 2.5x of our revenue; • Market Capitalization: We generally focused on companies with market capitalization within a range of approximately 0.4x to 2.5x of our market capitalization; Other Considerations: We gave preference to high-growth companies with which we compete in the sale of products and services and for executive talent and investor capital. Using the above criteria, the Compensation Committee selected the following group of companies for the purpose of informing executive pay decisions for 2025 (the “2025 Peer Group”):

  14. How We Determine Executive Compensation

    For 2025, two companies were removed from the 2024 peer group (the “2024 Peer Group”) — Alteryx, Inc., following its acquisition by two private equity firms, Clearlake Capital Group, L.P. and Insight Partners, and Desktop Metal, Inc., following its acquisition by Nano Dimension Ltd. and since its revenue and market cap were increasingly divergent to our own. Two new companies were added to form the 2025 Peer Group as shown above to increase the size of the group and balance against larger peer companies in the group. At the time of selection, the companies in the 2025 Peer Group had trailing twelve months revenues ranging from approximately $260 million to $1,050 million as compared to the Company's revenue of $481 million. The 2025 Peer Group twelve month average market capitalizations ranged from approximately $650 million to $4.6 billion as compared to the Company's average of $979 million. 2026 Peer Group In September 2025, the Compensation Committee and the Board approved a peer group for reference when determining 2026 executive compensation, which includes (1) removing 3D Systems Corporation, Shutterstock, Inc. and Zuora, Inc., and (2) adding DoubleVerify Holdings, Inc., Dynatrace Inc., Etsy and Oddity Tech Ltd.. This new peer group will be reflected in the Company's 2027 proxy statement.

  15. Elements of Our Fiscal Year 2025 Executive Compensation Program

    Annual Cash Bonus Awards Our named executive officers are eligible for annual cash bonus awards based on company performance and individual performance, with payment amounts determined by the Compensation Committee based on the Compensation Committee’s assessment of performance for the applicable year. The annual incentive plan is intended to focus the entire organization on meeting or exceeding the annual performance goals that are set during the early part of each year and approved by the Compensation Committee or the Board, while also providing significant opportunity to reward individual contributions. Each named executive officer is assigned an annual target bonus opportunity, which is expressed as a percentage of such executive’s base salary. Each executive’s annual target bonus opportunity generally increases as such executive’s ability to affect our company’s performance increases. Consequently, as an executive’s responsibilities increase, the executive’s variable, at-risk compensation in the form of an annual cash bonus may also increase, generally making up a larger portion of the executive’s total compensation. Our named executive officers may be eligible for an annual bonus in excess of target based on outstanding performance. The 2025 target bonus opportunities of our named executive officers, which were determined by the Compensation Committee and approved by the Board, are set forth in the table below.

  16. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | Named Executive Officer | 2025 Target Bonus Opportunity (% of base salary) | 2025 Target Bonus Opportunity ($)(1) | | Randolph Altschuler | 100 | 490,000 | | James Miln | 65 | 287,760 | | Sanjeev Singh Sahni | 70 | 322,000 | | Subir Dutt | 100 | 412,500 | | Vaidyanathan Raghavan | 60 | 189,715 |

  17. Elements of Our Fiscal Year 2025 Executive Compensation Program

    (1) For Mr. Raghavan, who joined the Company in February 2025, the amount reported in this column represents his pro-rated target bonus based on the number of days he was employed with the Company during 2025. For 2025, our Board, upon the recommendation of the Compensation Committee, established total revenue and Adjusted EBITDA as the corporate performance goals applicable to the annual incentive bonus. The Compensation Committee chose these measures because it believes that they align with stockholder interests, and are the most impactful financial measures driving long-term stockholder value. Additionally, a weighting between corporate performance and individual performance is applied for each named executive officer to reflect the level of impact such individual would be able to make on the overall corporate performance. The program permits the exercise of both negative and positive discretion based on the Compensation Committee’s view of overall corporate and individual performance within the context of challenges and opportunities confronted during the year. The table below sets forth (i) the relative weighting for each corporate performance goal and the individual performance component of the 2025 cash bonus awards, (ii) the threshold, target and maximum performance levels for each corporate performance goal, (iii) the actual performance level for each corporate performance goal and the individual performance component for each named executive officer and (iv) the total weighted payout as a percentage of each named executive officer’s 2025 target bonus opportunity. The annual cash incentive program provides for a maximum payment of 140% for Messrs. Altschuler, Miln, Singh Sahni and Raghavan, and 145% for Mr. Dutt, of the target bonus amount if achievement of the specified performance metrics exceeds the performance level.

  18. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | Bonus Component | Goal Weighting(1) | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual | Achievement % Payout | Weighted % Payout of Target Award | | Corporate Performance (Messrs. Altschuler, Miln, Singh Sahni and Raghavan) | | | | | | | | | Revenue(2) | 40% | $582.3M | $647.0M | $711.7M | $686.6M | 130.63% | 52.25% | | Adjusted EBITDA(3) | 40% | $1.1M | $11.0M | $21.1M | $18.5M | 137.26% | 54.91% | | Total | 80% | | | | | | 107.16% | | Corporate Performance (Mr. Dutt) | | | | | | | | | Revenue(2) | 50% | $582.3M | $647.0M | $711.7M | $686.6M | 130.63% | 65.31% | | Adjusted EBITDA(3) | 40% | $1.1M | $11.0M | $21.1M | $18.5M | 137.26% | 54.91% | | Total | 90% | | | | | | 120.22% | | Individual Performance(4) | | | | | | | | | Randolph Altschuler | 20% | | | | | 100% | 20% | | James Miln | 20% | | | | | 100% | 20% | | Sanjeev Singh Sahni | 20% | | | | | 100% | 20% | | Subir Dutt | 10% | | | | | 100% | 10% | | Vaidyanathan Raghavan | 20% | | | | | 100% | 20% |

  19. Elements of Our Fiscal Year 2025 Executive Compensation Program

    (1) The Compensation Committee and the Board determined that Mr. Dutt’s 2025 target bonus opportunity should have a greater emphasis on total revenue due to his critical role in the Company’s achievement of this performance metric. (2) Revenue means our consolidated revenue determined in a manner consistent with the GAAP methodology used for reporting in our financial statements, as may be adjusted. (3) Adjusted EBITDA means net loss, adjusted for interest expense, interest and dividend income and other expenses, and certain other non-cash or non-recurring items impacting net loss from time to time, principally comprised of depreciation and amortization, amortization of lease intangible, provision (benefit) for income taxes, stock-based compensation, payroll tax expense related to stock-based compensation, charitable contribution of common stock, income from unconsolidated joint venture, impairment of assets, restructuring charges, and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance. (4) Each named executive officer achieved 100% of their respective individual performance components of the 2025 incentive bonus awards based on the assessment of each named executive officer’s performance and contributions to the Company’s achievement of the corporate performance goals by our Chief Executive Officer (for each named executive officer other than himself) or the Board (for our Chief Executive Officer). In consideration of the foregoing, in February 2026, the Board approved an annual cash bonus payout for each named executive officer, as reflected in the table below.

  20. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | Name | 2025 Target Bonus Opportunity (1) | Corporate Performance Weighting | Weighted Payout of Corporate Performance Component (A) | Individual Performance Weighting | Weighted Payout of Individual Performance Component (B) | 2025 Annual Cash Bonus Payout (% of Target) (A+B) | 2025 Annual Cash Bonus Payout | | Randolph Altschuler | $490,000 | 80% | 107.16% | 20% | 20% | 127.16% | $623,068 | | James Miln | $287,760 | 80% | 107.16% | 20% | 20% | 127.16% | $365,906 | | Sanjeev Singh Sahni | $322,000 | 80% | 107.16% | 20% | 20% | 127.16% | $409,445 | | Subir Dutt | $412,500 | 90% | 120.22% | 10% | 10% | 130.22% | $537,155 | | Vaidyanathan Raghavan | $189,715 | 80% | 107.16% | 20% | 20% | 127.16% | $241,424 |

  21. Elements of Our Fiscal Year 2025 Executive Compensation Program

    (1) Mr. Raghavan, who joined the Company in February 2025, was eligible to receive a pro-rated bonus payout for 2025 based on the number of days he was employed with the Company during 2025. The amount reported in this column for Mr. Raghavan represents his pro-rated target bonus based on the number of days he was employed with the Company during 2025. Equity-Based Incentive Awards Equity-based compensation is emphasized in our executive compensation packages, as we believe it is important to maintain a strong link between executive incentives and the creation of stockholder value. We believe that performance and equity-based compensation can be an important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting, motivating and retaining high-quality executives. Individual grants are determined by the Compensation Committee based on a number of factors, including current corporate and individual performance, the Chief Executive Officer’s recommendations for executive officers other than himself, outstanding equity holdings and their retention value and total ownership, historical value of our stock, the value of current equity awards of executives, and with reference to an analysis of competitive market data prepared by Meridian. Following this, the Compensation Committee recommends to the Board the size of individual grants to our executive officers. Since March 2024, the Compensation Committee has awarded our executive officers a mix of time-vesting and performance-vesting equity awards, in the form of RSUs and PSUs. The Compensation Committee believes that including PSUs in our executive compensation program further emphasizes our pay-for-performance philosophy by incentivizing long-term value creation and strong financial performance, and further aligns the interests of our named executive officers with those of our stockholders. In late 2024 and early 2025, as part of its annual process, the Compensation Committee reviewed our executive compensation program with Meridian to ensure it continues to achieve the goals of the program and remains competitive. Based on this review, the Compensation Committee determined that an evenly weighted mix of RSUs and PSUs remained appropriate for 2025 to promote retention and incentivize our executive officers to grow the business in a way that increases stockholder value and aligns pay with performance. 2025 Annual Equity Awards In early 2025, the Compensation Committee recommended, and the Board approved, annual equity grants to each of our named executive officers of RSUs and PSUs, as outlined in the table below. The number of RSUs and PSUs received by these named executive officers was based on an aggregate grant value approved by the Board, split 50% in the form of RSUs and 50% in the form of PSUs. Pursuant to their respective employment agreements, Messrs. Singh Sahni and Raghavan each received the RSU portion of their annual equity grants in January 2025 and February 2025, respectively, and received the PSU portion of their annual equity grants concurrently with (and subject to the same terms as) the PSUs awarded to our other executives in March 2025. The number of RSUs and PSUs granted to each of Messrs. Singh Sahni and Raghavan was determined by dividing the applicable target value by the average closing price of the Company’s Class A common stock over the 20 trading days prior to the grant date. As a result, although the target value of their annual equity grants was evenly split between RSUs and PSUs, the number of shares was not.

  22. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | Named Executive Officer | RSUs (#) | PSUs at Target (#) | Aggregate Grant Date Fair Value ($) | | Randolph Altschuler | 81,274 | 81,274 | 3,745,106 | | James Miln | 40,637 | 40,637 | 1,872,553 | | Sanjeev Singh Sahni | 35,566 | 44,701 | 2,203,945 | | Subir Dutt | 19,506 | 19,506 | 898,836 | | Vaidyanathan Raghavan | 20,190 | 22,757 | 1,069,855 |

  23. Elements of Our Fiscal Year 2025 Executive Compensation Program

    The RSUs vest over four years, with 25% of the RSUs vesting on January 1, 2026 and the remaining RSUs vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continued service with the Company through such vesting dates. The PSUs were eligible to be earned based on both (1) the Company’s achievement of certain revenue and Adjusted EBITDA performance targets over the one-year performance period beginning January 1, 2025 and ending December 31, 2025, and (2) the recipient’s continued service through specified dates. The Board established a one-year performance period for the PSUs due to the inherent difficulty of crafting multi-year targets amid continued volatility in the sector, and it selected revenue and Adjusted EBITDA as the performance metrics for the PSUs because they represented important drivers of long-term stockholder value. The Board determined the number of PSUs earned based on actual performance on February 24, 2026. One-third of the PSUs vested at the time of such determination, and the remainder of the PSUs will vest in equal annual installments on each of February 24, 2027 and February 24, 2028, subject to the recipient’s continued service through such vesting dates. The performance goals applicable to the PSUs, the respective weightings, and the actual results are set forth in the table below.

  24. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | Performance Metric | Goal Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual | Achievement % Payout | Weighted % Payout of Target Award | | Revenue(1) | 50% | $582.3M | $647.0M | $711.7M | $686.6M | 130.63% | 65.32% | | Adjusted EBITDA(2) | 50% | $1.1M | $11.0M | $21.1M | $18.5M | 137.26% | 68.63% | | Total | 100% | | | | | | 133.95% |

  25. Elements of Our Fiscal Year 2025 Executive Compensation Program

    (1) Revenue means our consolidated revenue determined in a manner consistent with the GAAP methodology used for reporting in our financial statements, as may be adjusted. (2) Adjusted EBITDA means net loss, adjusted for interest expense, interest and dividend income and other expenses, and certain other non-cash or non-recurring items impacting net loss from time to time, principally comprised of depreciation and amortization, amortization of lease intangible, provision (benefit) for income taxes, stock-based compensation, payroll tax expense related to stock-based compensation, charitable contribution of common stock, income from unconsolidated joint venture, impairment of assets, restructuring charges, and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance. Based on actual performance against the targets as determined by the Board, the PSUs were earned at 133.95% of target (subject to time-based vesting as described above), as follows:

  26. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | Named Executive Officer | Target PSUs Granted (#) | Actual PSUs Eligible to Vest (#) | | Randolph Altschuler | 81,274 | 108,860 | | James Miln | 40,637 | 54,428 | | Sanjeev Singh Sahni | 44,701 | 59,870 | | Subir Dutt | 19,506 | 26,124 | | Vaidyanathan Raghavan | 22,757 | 30,479 |

  27. Elements of Our Fiscal Year 2025 Executive Compensation Program

    2025 New Hire Equity Awards In 2025, in addition to the annual equity grants described above, each of Messrs. Singh Sahni and Raghavan received new-hire equity grants upon their commencement of employment with the Company in January 2025 and February 2025, respectively, as outlined in the table below. The Compensation Committee determined that Mr. Singh Sahni's and Mr. Raghavan’s new-hire equity grants would be in the form of 100% RSUs. The Compensation Committee determined the size and vesting provisions of each of Messrs. Singh Sahni's and Raghavan’s new-hire equity grants after considering the market data provided by Meridian, the amount and vesting clock of forfeited compensation amounts related to their prior employment, and the level of inducement necessary to encourage them to accept roles at Xometry.

  28. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | Named Executive Officer | RSUs (#) | Aggregate Grant Date Fair Value ($) | | Sanjeev Singh Sahni | 58,200(1) | 3,095,216 | | Vaidyanathan Raghavan | 23,075(2) | 1,169,020 |

  29. Elements of Our Fiscal Year 2025 Executive Compensation Program

    (1) Mr. Singh Sahni's new-hire RSUs vest over three years, with 60% of the RSUs vesting on the first anniversary of Mr. Singh Sahni’s start date, 30% of the RSUs vesting on the second anniversary of Mr. Singh Sahni’s start date, and 10% of the RSUs vesting on the third anniversary of Mr. Singh Sahni’s start date, subject to Mr. Singh Sahni’s continued service with the Company through such vesting dates. The number of shares underlying Mr. Singh Sahni's new-hire RSU award was determined by dividing $2,250,000, the Board-approved value for the award, by the trailing 20 trading-day average closing price as of the award’s grant date. Mr. Raghavan’s new-hire RSUs vest quarterly over two years beginning on April 1, 2025, subject to Mr. Raghavan’s continued service with the Company through such vesting dates. The number of shares underlying Mr. Raghavan's new-hire RSU award was determined by dividing $800,000, the Board-approved value for the award, by the trailing 20 trading-day average closing price as of the award's grant date. One-Time Equity Awards In July 2025, the Compensation Committee recommended, and the Board approved, a special one-time equity award for Mr. Dutt, our Chief Sales Officer, for retention purposes. Mr. Dutt is a highly skilled executive in our industry and the Compensation Committee and the Board were concerned that the total value of Mr. Dutt's equity holdings in Xometry prior to the grant of the one-time equity award were below a level that was adequate for his retention. The aggregate grant value approved by the Board was split 50% in the form of RSUs and 50% in the form of PSUs as shown in the table below.

  30. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | Named Executive Officer | RSUs (#)(1) | PSUs (#)(2) | Aggregate Grant Date Fair Value ($) | | Subir Dutt | 7,478 | 7,478 | 518,525 |

  31. Elements of Our Fiscal Year 2025 Executive Compensation Program

    (1) The RSUs vest over four years, with 25% of the RSUs vesting on July 1, 2026 and the remaining RSUs vesting in equal quarterly installments over the next three years, subject to Mr. Dutt's continued service with the Company through such vesting dates. (2) The PSUs were subject to the same vesting terms as the PSUs awarded to our executives in March 2025, as described above under “2025 Annual Equity Awards.” Based on the Board’s assessment of actual performance against the established targets, Mr. Dutt’s PSUs were earned at 133.95% of target (subject to the time-based vesting terms described above under “2025 Annual Equity Awards”), resulting in 10,013 PSUs becoming eligible to vest.

  32. Other Features of Our Compensation Program

    Other Features of Our Compensation Program Employment Agreements We have entered into employment agreements with each of our named executive officers. Each of these agreements established the named executive officer’s starting base salary, initial target annual bonus opportunity and initial equity grant. These individuals’ base salaries, annual bonus opportunities and any equity awards are reviewed annually by the Compensation Committee. The amounts effective for 2025 are described above in this Compensation Discussion and Analysis. Severance and Change in Control Benefits Pursuant to the employment agreements we have entered into with each of our named executive officers, each executive will be entitled to certain payments and benefits upon a qualifying termination of employment or a change in control. The agreements provide that if the executive resigns for Good Reason or we terminate such executive’s employment without Cause (each as defined in his employment agreement) not in connection with a Change in Control (as defined in our 2021 Equity Incentive Plan (the “2021 Plan”)), then the executive will be eligible to receive the following severance benefits: twelve months (with respect to Messrs. Altschuler, Miln and Singh Sahni) or six months (with respect to Messrs. Dutt and Raghavan) of base salary, less applicable tax withholdings and paid in accordance with our regular payroll practices; (2) an amount equal to the executive’s prorated annual performance bonus for the calendar year in which the termination occurs, calculated based on the number of days the executive was employed during the applicable calendar year, less applicable tax withholdings; and (3) up to twelve months (with respect to Messrs. Altschuler, Miln and Singh Sahni) or six months (with respect to Messrs. Dutt and Raghavan) of the employer portion of COBRA premiums paid by us. In addition, if the executive resigns for Good Reason or we terminate such executive’s employment without Cause within three months prior to or twelve months following the effective date of a Change in Control, then the executive will also be eligible to receive the following severance benefits: (1) an amount equal to 100% (with respect to Messrs. Altschuler, Miln and Singh Sahni) or 50% (with respect to Messrs. Dutt and Raghavan) of the executive’s target annual performance bonus for the calendar year in which the termination occurs, less applicable tax withholdings; and (2) all of the outstanding and unvested time-based and performance-based equity awards (at 100% of target) the executive held immediately prior to the termination date will become fully vested and immediately exercisable. As a condition to receiving the severance benefits set forth above, the executive must sign and comply with a separation agreement in a form presented by us, containing among other terms a general release of claims. A more detailed description of each of our named executive officer’s payment and benefits upon a termination or change in control is provided below under “Potential Payments upon Termination or Change in Control.”

  33. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Compensation Recoupment (“Clawback”) Policy As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, as amended. Additionally, in October 2023, we adopted an Incentive Compensation Recoupment Policy (the “Recoupment Policy”) that complies with the listing standards adopted by Nasdaq that implement the SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to recoupment of incentive-based compensation. The Recoupment Policy requires us to recover from covered executive officers the amount of erroneously awarded incentive-based compensation resulting from an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws, subject to limited exceptions. Hedging and Pledging of Securities We believe it is improper and inappropriate for any person associated with Xometry to engage in short-term or speculative transactions involving Xometry securities. We have therefore adopted an insider trading policy that, among other things, prohibits our employees, directors, other applicable members of management, including our named executive officers, and designated consultants from engaging in “hedging” or other monetization transactions with respect to our common stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. In addition, our insider trading policy prohibits trading in derivative securities related to our common stock, which include publicly traded call and put options, engaging in short selling of our common stock, purchasing our common stock on margin or holding it in a margin account and pledging our common stock as collateral for a loan. Compensation Policies and Practices as They Relate to Risk Management The Compensation Committee reviews on an annual basis the risks arising from our compensation policies and practices applicable to our named executive officers and evaluates the policies and practices that could mitigate any such risk. Based on these reviews, the Compensation Committee does not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on our company. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Company did not grant stock options, stock appreciation rights, or similar instruments with option-like features in fiscal year 2025 and does not currently plan to grant such awards. Accordingly, the Company has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

  34. Summary Compensation Table

    Summary Compensation Table The following table sets forth information for each of the last three completed fiscal years regarding compensation awarded to or earned by our named executive officers during the years indicated:

  35. Summary Compensation Table

    | | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($)(1) | ($) | ($)(2) | ($)(2) | ($)(3) | ($)(4) | ($) | | Randolph Altschuler | 2025 | 486,366 | — | 3,745,106 | — | 623,068 | 15,059 | 4,869,599 | | Co-Founder and Chief | 2024 | 475,463 | — | 2,869,098 | — | 482,310 | 1,150 | 3,828,021 | | Executive Officer | 2023 | 475,000 | — | 311,891 | 334,396 | 261,505 | 1,271 | 1,384,063 | | James Miln | 2025 | 438,281 | — | 1,872,552 | — | 365,906 | 12,148 | 2,688,887 | | Chief Financial Officer | 2024 | 354,167 | 125,000 | 2,510,477 | — | 233,523 | 9,398 | 3,232,565 | | Sanjeev Singh Sahni(5) | 2025 | 456,462 | — | 4,125,127 | — | 409,445 | 718 | 4,991,752 | | President | | | | | | | | | | Subir Dutt | 2025 | 409,375 | — | 1,417,360 | — | 537,155 | 5,500 | 2,369,390 | | Chief Sales Officer | 2024 | 243,758 | — | 1,186,194 | — | 257,950 | 4,678 | 1,692,580 | | Vaidyanathan Raghavan(6) | 2025 | 317,692 | — | 1,693,342 | — | 241,424 | 6,822 | 2,259,280 | | Chief Technology Officer | | | | | | | | |

  36. Summary Compensation Table

    (1) Salary amounts represent actual amounts earned during the periods presented. See “Compensation Discussion and Analysis—Elements of Our Fiscal Year 2025 Executive Compensation Program—Base Salary” above for further information. (2) The amounts shown for RSU and option awards represent the aggregate grant date fair value of such awards granted to our named executive officers during the years indicated as computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). See Note 2 to Consolidated Financial Statements in our Annual Report on Form 10-K for a discussion of assumptions used in determining the aggregate grant date fair value of our RSU and option awards. The amounts reported do not reflect the actual economic value that may be realized by the named executive officers. In valuing the PSUs, we assumed the probable achievement of the target levels for the performance goals. The respective grant date fair values of the PSUs granted in 2025, assuming at such grant date the maximum payment (150% of target), would have been as follows: Mr. Altschuler - $2,808,829; Mr. Miln - $1,404,415; Mr. Singh Sahni - $1,544,867; Mr. Dutt - $1,063,021; Mr. Raghavan - $786,482. (3) See “Compensation Discussion and Analysis—Elements of Our Fiscal Year 2025 Executive Compensation Program—Non-Equity Incentive Plan Compensation” above for a description of the material terms of the program pursuant to which this compensation was awarded. (4) Includes for 2025: (i) matching contributions to 401(k) plans in the amounts of $14,951, $12,040, $619, $5,392 and $6,731 for Messrs. Altschuler, Miln, Singh Sahni, Dutt and Raghavan respectively, and (ii) life insurance premiums of $108 paid by us on behalf of each of Messrs. Altschuler, Miln and Dutt, $99 paid by us on behalf of Mr. Singh Sahni and $91 paid by us on behalf of Mr. Raghavan. (5) Mr. Singh Sahni joined the Company as our President, effective as of January 7, 2025. Mr. Raghavan joined the Company as our Chief Technology Officer, effective as of February 5, 2025.

  37. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows for the fiscal year ended December 31, 2025 certain information regarding grants of plan-based awards to the named executive officers.

  38. Grants of Plan-Based Awards

    | | | | | | | | | | All Other | | | | | | | | | | | | Stock | | | | | | | | | | | | Awards: | | | | | | | | | | | | Number of | Grant Date | | | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | Shares of | Fair Value of | | | | | Non-Equity Incentive Plan Awards(1) | | | Equity Incentive Plan Awards(2) | | | Stock or | Stock | | | Grant | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name | Type | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($)(3) | | Randolph Altschuler | Annual Incentive | | 196,000 | 490,000 | 686,000 | | | | | | | | RSU | 3/11/2025 | | | | | | | 81,274 | 1,872,553 | | | PSU | 3/11/2025 | | | | 28,446 | 81,274 | 121,911 | | 1,872,553 | | James Miln | Annual Incentive | | 115,104 | 287,760 | 402,864 | | | | | | | | RSU | 3/11/2025 | | | | | | | 40,637 | 936,276 | | | PSU | 3/11/2025 | | | | 14,223 | 40,637 | 60,956 | | 936,276 | | Sanjeev Singh Sahni | Annual Incentive | | 128,800 | 322,000 | 450,800 | | | | | | | | RSU | 1/23/2025 | | | | | | | 35,566 | 1,174,034 | | | RSU | 1/23/2025 | | | | | | | 58,200 | 1,921,182 | | | PSU | 3/11/2025 | | | | 15,645 | 44,701 | 67,052 | | 1,029,911 | | Subir Dutt | Annual Incentive | | 185,625 | 412,500 | 598,125 | | | | | | | | RSU | 3/11/2025 | | | | | | | 19,506 | 449,418 | | | PSU | 3/11/2025 | | | | 6,827 | 19,506 | 29,259 | | 449,418 | | | RSU | 7/16/2025 | | | | | | | 7,478 | 259,262 | | | PSU | 7/16/2025 | | | | 2,617 | 7,478 | 11,217 | | 259,262 | | Vaidyanathan Raghavan(4) | Annual Incentive | | 75,886 | 189,715 | 265,601 | | | | | | | | RSU | 2/27/2025 | | | | | | | 23,075 | 623,487 | | | RSU | 2/27/2025 | | | | | | | 20,190 | 545,534 | | | PSU | 3/11/2025 | | | | 7,965 | 22,757 | 34,136 | | 524,321 |

  39. Grants of Plan-Based Awards

    (1) The amounts set forth in the “Target” column represent target bonus amounts for each named executive officer for 2025 under our annual cash bonus program, and do not represent either additional or actual compensation earned by our named executive officers for the year ended December 31, 2025. The annual cash incentive program provides for a maximum payment of 140% for Messrs. Altschuler, Miln, Singh Sahni and Raghavan, and 145% for Mr. Dutt, of the target bonus amount if achievement of the specified performance metrics exceeds the performance level. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. For more information about our annual cash bonus program for 2025, please see “Elements of Our Fiscal Year 2025 Executive Compensation Program— Annual Cash Bonus Awards” in the Compensation Discussion & Analysis above. (2) The numbers set forth in the “Target” column represent target number of shares underlying PSUs for each named executive officer for 2025 under our 2021 Plan, with actual share numbers to be based on achievement of performance goals. For more information about the PSUs granted in 2025, please see “—Elements of Our Fiscal Year 2025 Executive Compensation Program— Equity-Based Incentive Awards” in the Compensation Discussion & Analysis above. On February 24, 2026, the Compensation Committee and the Board certified achievement of performance goals aligned with a payout factor of 133.95% of total weighted target, and awards reflecting such payout percentage vested or will vest in equal amounts on February 24, 2026, February 24, 2027 and February 24, 2028, based on continued service through those dates. (3) Amounts reported represent the aggregate grant date fair value of RSUs and PSUs granted to our named executive officers under our 2021 Plan, computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K. The amounts reported do not reflect the actual economic value that may be realized by the named executive officers. For more information about the RSUs and PSUs granted to our named executive officers in 2025, please see “Elements of Our Fiscal Year 2025 Executive Compensation Program—Equity-Based Incentive Awards” in the Compensation Discussion & Analysis above. The actual annual incentive amount received by Mr. Raghavan was pro-rated based on the duration of Mr. Raghavan’s employment in 2025. For more information please see “Elements of Our Fiscal Year 2025 Executive Compensation Program—Annual Cash Bonus Awards” in the Compensation Discussion & Analysis above.

  40. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2025.

  41. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards(1) | | | | Stock Awards(1) | | | | | | | | | | | | | Market | Equity Incentive | Equity Incentive | | | | | Number of | Number of | | | Number of | Value of | Plan Awards: | Plan Awards: | | | | | Securities | Securities | | | Shares of | Shares of | Number of Unearned | Market or Payout of | | | | | Underlying | Underlying | Option | | Stock or Units | Units of Stock | Shares, Units or Other | Unearned Shares, | | | | Vesting | Unexercised | Unexercised | Exercise | Option | That Have Not | That Have | Rights That Have | Units or Other Rights | | | Grant | Start | Options (#) | Options (#) | Price | Expiration | Vested | Not Vested | Not Vested | That Have Not Vested | | Name | Date | Date | Exercisable | Unexercisable | ($) | Date | (#) | ($)(2) | (#) | ($)(1) | | Randolph Altschuler | 1/30/2018 | 1/1/2018 | 73,518 | — | 1.65 | 1/29/2028 | — | — | — | — | | | 8/8/2019 | 5/2/2019 | 205,769 | — | 3.65 | 8/7/2029 | — | — | — | — | | | 3/26/2021 | 1/1/2021 | 142,275 | — | 12.32 | 3/27/2031 | — | — | — | — | | | 3/15/2022 | 1/1/2022 | 73,663 | 4,911(3) | 34.86 | 3/14/2032 | — | — | — | — | | | 3/15/2022 | 1/1/2022 | — | — | — | — | 2,970(4) | 176,626 | — | — | | | 3/15/2023 | 1/1/2023 | 20,217 | 9,190(3) | 15.82 | 3/14/2033 | — | — | — | — | | | 3/15/2023 | 1/1/2023 | — | — | — | — | 6,161(4) | 366,395 | — | — | | | 3/14/2024 | 1/1/2024 | — | — | — | — | 46,163(4) | 2,745,314 | — | — | | | 3/14/2024 | 2/25/2025 | | | | | 55,133(5) | 3,278,760 | — | — | | | 3/11/2025 | 3/1/2025 | — | — | — | — | 81,274(4) | 4,833,365 | — | — | | | 3/11/2025 | 2/24/2026 | | | | | 108,860(6) | 6,473,904 | — | — | | James Miln | 3/14/2024 | 3/1/2024 | — | — | — | — | 28,724(7) | 1,708,216 | — | — | | | 3/14/2024 | 3/1/2024 | — | — | — | — | 20,197(4) | 1,201,116 | — | — | | | 3/14/2024 | 2/25/2025 | — | — | — | — | 24,121(5) | 1,434,476 | — | — | | | 3/11/2025 | 3/1/2025 | — | — | — | — | 40,637(4) | 2,416,682 | — | — | | | 3/11/2025 | 2/24/2026 | — | — | — | — | 54,428(6) | 3,236,833 | — | — | | Sanjeev Singh Sahni | 1/23/2025 | 1/1/2025 | — | — | — | — | 58,200(7) | 3,461,154 | — | — | | | 1/23/2025 | 1/1/2025 | — | — | — | — | 33,566(4) | 2,115,110 | — | — | | | 3/11/2025 | 2/24/2026 | — | — | — | — | 59,870(6) | 3,560,469 | — | — | | Subir Dutt | 5/29/2024 | 5/15/2024 | — | — | — | — | 22,727(4) | 1,351,575 | — | — | | | 5/29/2024 | 5/15/2024 | — | — | — | — | 24,428(5) | 1,452,733 | — | — | | | 3/11/2025 | 3/1/2025 | — | — | — | — | 19,506(4) | 1,160,022 | — | — | | | 3/11/2025 | 2/24/2026 | — | — | — | — | 26,124(6) | 1,553,594 | — | — | | | 7/16/2025 | 7/1/2026 | — | — | — | — | 7,478(4) | 444,717 | — | — | | | 7/16/2025 | 2/24/2026 | — | — | — | — | 10,013(6) | 595,473 | — | — | | Vaidyanathan Raghavan | 2/27/2025 | 4/1/2025 | — | — | — | — | 14,422(8) | 857,676 | — | — | | | 2/27/2025 | 4/1/2025 | — | — | — | — | 20,190(4) | 1,200,699 | — | — | | | 3/11/2025 | 2/24/2026 | — | — | — | — | 30,479(6) | 1,812,586 | — | — |

  42. Outstanding Equity Awards at Fiscal Year-End

    (1) Equity awards granted prior to July 2, 2021 were granted under our 2016 Equity Incentive Plan (“2016 Plan”) and equity awards granted on or after July 2, 2021 were granted under our 2021 Equity Incentive Plan (“2021 Plan”). Our 2021 Plan, became effective on July 2, 2021, in connection with our IPO. Our 2016 Plan was suspended when our 2021 Plan became effective; however, awards outstanding under our 2016 Plan continue in full effect in accordance with their existing terms. All vesting is subject to the individual’s continuous service with us through the vesting dates. (2) Market value is calculated based on the closing price of our Class A common stock on December 31, 2025, which was $59.47, as reported on Nasdaq. (3) The shares underlying the option vest over four years, with 25% of the total shares granted vesting on the one-year anniversary of the vesting start date, with the remainder vesting in equal quarterly installments over the remaining 36 months. (4) The shares underlying the RSU award vest over four years, with 25% of the total shares granted vesting on the one-year anniversary of the vesting start date, with the remainder vesting in equal quarterly installments over the remaining 36 months. (5) The award was granted as a PSU, to be earned based on the Company’s 2024 financial performance. The amount shown represents the number of shares earned with respect to the PSU award based on actual achievement of the financial performance level for 2024, which remained subject to time-based vesting as of December 31, 2025. The shares underlying the PSU award vested or vest over three years, with 1/3 of the total shares earned based on performance vesting on February 25, 2025, and with the remainder vesting in two equal annual installments on February 25, 2026 and February 25, 2027. The award was granted as a PSU, to be earned based on the Company’s 2025 financial performance as described under “—Elements of Our Fiscal Year 2025 Executive Compensation Program— Equity-Based Incentive Awards.” The amount shown represents the number of shares earned with respect to the PSU award based on actual achievement of the financial performance level for 2025. The shares underlying the PSU award vested or vest over three years, with 1/3 of the total shares earned based on performance vesting on February 24, 2026, with the remainder vesting in two equal annual installments on February 24, 2027 and February 24, 2028. The shares underlying the RSU award vest over three years, with 60% of the total shares granted vesting on the one-year anniversary of the vesting start date, 30% of the total shares granted vesting on the second anniversary of the vesting start date, and the remaining 10% of the total shares granted vesting on the third anniversary of the vesting start date. (8) The shares underlying the RSU award vest quarterly over two years, with the first vesting occurring on the first of the quarter that begins after the vesting start date.

  43. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2025, certain information regarding option exercises and stock vested during the last fiscal year with respect to the named executive officers. None of our named executive officers exercised any option awards during the fiscal year ended December 31, 2025.

  44. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Randolph Altschuler | — | — | 80,280 | 2,867,872 | | James Miln | — | — | 70,853 | 2,150,466 | | Sanjeev Singh Sahni | — | — | — | — | | Subir Dutt | — | — | 25,852 | 826,169 | | Vaidyanathan Raghavan | — | — | 8,653 | 318,253 |

  45. Option Exercises and Stock Vested

    (1) The value realized upon exercise is the aggregate total of the difference between the closing price of our Class A common stock on the exercise date as reported on Nasdaq and the exercise price per option, multiplied by the number of shares acquired on exercise. (2) The value realized upon vesting is calculated by multiplying the number of shares vested by the closing price of our Class A common stock on the vesting date as reported on Nasdaq.

  46. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective offer letters or employment agreement, as described below under the section titled, “Compensation Discussion and Analysis—Other Features of Our Compensation Program—Severance and Change in Control Benefits,” assuming their employment was terminated as of December 31, 2025, including in connection with a change in control as of December 31, 2025.

  47. Potential Payments Upon Termination or Change in Control

    | | | | Accelerated | | | | | | | Vesting of | Continuation | | | | | Cash | Equity | of Insurance | | | | | Severance | Awards | Coverage | Total | | Name | Type of Termination | ($)(1) | ($)(2) | ($) | ($) | | Randolph Altschuler | Termination without | 980,000 | — | 15,634 | 995,634 | | | Cause or for Good Reason | | | | | | | Termination without | 1,470,000 | 41,896,248 | 15,634 | 43,381,882 | | | Cause or for Good Reason | | | | | | | in connection with a CIC(3) | | | | | | James Miln | Termination without | 730,468 | — | 15,108 | 745,576 | | | Cause or for Good Reason | | | | | | | Termination without | 1,018,228 | 9,177,173 | 15,108 | 10,210,509 | | | Cause or for Good Reason | | | | | | | in connection with a CIC(3) | | | | | | Sanjeev Singh Sahni | Termination without | 782,000 | — | 15,634 | 797,634 | | | Cause or for Good Reason | | | | | | | Termination without | 1,104,000 | 8,234,632 | 15,634 | 9,354,266 | | | Cause or for Good Reason | | | | | | | in connection with a CIC(3) | | | | | | Subir Dutt | Termination without | 618,750 | — | 2,804 | 621,554 | | | Cause or for Good Reason | | | | | | | Termination without | 825,000 | 6,013,785 | 2,804 | 6,841,589 | | | Cause or for Good Reason | | | | | | | in connection with a CIC(3) | | | | | | Vaidyanathan Raghavan | Termination without | 280,000 | — | 2,498 | 282,498 | | | Cause or for Good Reason | | | | | | | Termination without | 332,500 | 3,411,734 | 2,498 | 3,746,732 | | | Cause or for Good Reason | | | | | | | in connection with a CIC(3) | | | | |

  48. Potential Payments Upon Termination or Change in Control

    A description of the cash severance obligations under the employment agreements with the named executive officers is set forth under “Compensation Discussion and Analysis—Other Features of Our Compensation Program—Severance and Change in Control Benefits” above. (2) The value of accelerated vesting of unvested RSUs, PSUs (at 100% of target) and unvested but early exercised stock options is based upon the closing price of our Class A common stock on December 31, 2025, which was $59.47, as reported on Nasdaq, multiplied by the number of unvested RSUs. The value of accelerated vesting of unvested, unexercised stock options is based on the difference between the closing stock price on December 31, 2025, as reported on Nasdaq, and the exercise price per option multiplied by the number of unvested options. (3) Represents change in control (as defined in the 2021 Plan) severance benefits based on a double-trigger arrangement, which assumes the executive officer is terminated without “cause” or resigns for “good reason” (as such terms are defined in the executive officer’s employment agreement) within three months prior to or 12 months following, a change in control of Xometry.

  49. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our Chief Executive Officer to the median annual total compensation of our employees (except our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We identified our median employee from all full-time and part-time workers who were included as employees on our payroll records as of a determination date of December 1, 2025, based on base salary as of the determination date and excluding certain of our employees under the de minimis exemption provided under Item 402(u), as described below. Conforming adjustments were made for employees who were hired during that period and did not receive pay for the full period, and international employees’ pay was converted to U.S. dollar equivalents using exchange rates as of the determination date. Using the de minimis exemption, we excluded 16 employees located in the United Kingdom and 13 employees located in Japan in determining our median employee. The fiscal year 2025 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $4,869,599, as reported in the Summary Compensation Table of this proxy statement. The fiscal year 2025 annual total compensation, including base salary, bonus, commissions, allowances and equity awards earned during fiscal year 2025, as determined under Item 402 of Regulation S-K, for our median employee was $116,746. Based on this information, the ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation for fiscal year 2025 was 42 to 1.

  50. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance and other measures of Xometry. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” above. Our Chief Executive Officer is our principal executive officer, which we refer to as “PEO” in the tables below. The named executive officers are referred to as “NEOs” in the tables below.

  51. PAY VERSUS PERFORMANCE

    | | | | Average | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) ($) | Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5)(6) ($) | Net Income (Loss)(7) (millions) ($) | Company Selected Measure – Revenue (millions) ($) | | 2025 | 4,869,599 | 13,789,523 | 3,077,327 | 6,625,506 | 68.05 | 54.55 | (61.7) | 686.6 | | 2024 | 3,828,021 | 7,393,753 | 1,702,560 | 2,581,580 | 48.82 | 58.25 | (50.4) | 545.5 | | 2023 | 1,384,063 | 1,746,043 | 1,771,298 | 2,948,632 | 41.09 | 54.55 | (67.5) | 463.4 | | 2022 | 3,775,410 | 1,219,186 | 1,552,235 | (85,068) | 36.88 | 39.15 | (79.0) | 381.1 | | 2021 | 3,303,032 | 15,921,535 | 1,148,135 | 10,854,507 | 58.65 | 78.43 | (61.4) | 218.3 |

  52. PAY VERSUS PERFORMANCE

    (1) Represents amounts of total compensation reported for Mr. Altschuler (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” (2) Represents the amount of “compensation actually paid” to Mr. Altschuler, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Altschuler during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Altschuler’s total compensation for each year to determine the compensation actually paid:

  53. PAY VERSUS PERFORMANCE

    | | Reported | Less | Plus | | | | Summary Compensation | Reported Value of | Equity Award | Compensation | | | Table Total for PEO | Equity Awards(a) | Adjustments(b) | Actually Paid to PEO | | Year | ($) | ($) | ($) | ($) | | 2025 | 4,869,599 | 3,745,106 | 12,665,030 | 13,789,523 | | 2024 | 3,828,021 | 2,869,098 | 6,434,830 | 7,393,753 | | 2023 | 1,384,063 | 646,288 | 1,008,267 | 1,746,043 | | 2022 | 3,775,410 | 3,313,002 | 756,778 | 1,219,186 | | 2021 | 3,303,032 | 2,778,161 | 15,396,664 | 15,921,535 |

  54. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. Refer to “Executive Compensation—Summary Compensation Table.” (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:

  55. PAY VERSUS PERFORMANCE

    | | | Change | | Change in | Fair Value | | | | | in Fair Value | Fair Value | Fair Value on | at the End | | | | | from End of | as of | the Vesting | of the | | | | | Prior Year to | Vesting | Date of Equity | Prior Year of | | | | Year End | End of | Date of | Awards | Equity Awards | | | | Fair Value | Covered Year | Equity | Granted in | that Failed | | | | of Equity | of Equity | Awards | Prior | to Meet | Total | | | Awards | Awards | Granted | Years that | Vesting | Equity | | | Granted in | Granted in | and Vested | Vested in | Conditions | Awards | | | the Year | Prior Years | in the Year | the Year | in the Year | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 11,307,269 | 2,039,524 | — | (681,763) | — | 12,665,030 | | 2024 | 7,124,561 | 319,076 | — | (1,008,807) | — | 6,434,830 | | 2023 | 1,495,384 | 313,083 | — | (800,200) | — | 1,008,267 | | 2022 | 3,240,998 | (1,788,733) | — | (695,487) | — | 756,778 | | 2021 | 5,749,106 | 4,477,287 | — | 5,170,271 | — | 15,396,664 |

  56. PAY VERSUS PERFORMANCE

    Represents the average of the amounts reported for our named executive officers as a group (excluding Mr. Altschuler, who is our Chief Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable year. Refer to “Executive Compensation—Summary Compensation Table.” The names of each of the named executive officers (excluding Mr. Altschuler) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Miln, Singh Sahni, Dutt and Raghavan; (ii) for 2024, Messrs. Rallo (our former Chief Financial Officer), Miln, Dutt, Goguen (our former Chief Operating Officer) and Leibel (our former Chief Technology Officer); (iii) for 2023, Messrs. Rallo, Goguen and Leibel and Ms. Mayerhofer (our former Chief Sales Officer); (iv) for 2022, Messrs. Rallo, Goguen, Leibel and Cronin (our former Chief Revenue Officer); and (v) for 2021, Messrs. Rallo and Goguen. (4) Represents the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Altschuler), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Altschuler) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Altschuler) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:

  57. PAY VERSUS PERFORMANCE

    | | Average Reported | | | | | | Summary | Less | Plus | | | | Compensation | Average | Average Equity | Average Compensation | | | Table Total for | Reported Value | Award | Actually Paid to Non- | | | Non-PEO NEOs | of Equity Awards | Adjustment(a) | PEO NEOs | | Year | ($) | ($) | ($) | ($) | | 2025 | 3,077,327 | 2,277,096 | 5,825,275 | 6,625,506 | | 2024 | 1,702,560 | 1,097,968 | 1,976,988 | 2,581,580 | | 2023 | 1,771,298 | 1,222,119 | 2,399,454 | 2,948,632 | | 2022 | 1,552,235 | 1,163,000 | (474,303) | (85,068) | | 2021 | 1,148,135 | 585,801 | 10,292,173 | 10,854,507 |

  58. PAY VERSUS PERFORMANCE

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  59. PAY VERSUS PERFORMANCE

    | | | Average | | | | | | | | Change in | | | | | | | | Fair Value | | | | | | | | from End of | | Average | | | | | | Prior Year to | Average | Change in | Average Fair | | | | | End of | Fair Value | Fair Value on | Value at the | | | | | Covered | as of | the Vesting | End of the | | | | | Year of | Vesting | Date | Prior Year of | | | | | Outstanding | Date of | of Equity | Equity | | | | Average | and Unvested | Equity | Awards | Awards that | Total | | | Year End Fair | Equity | Awards | Granted in | Failed to | Average | | | Value of Equity | Awards | Granted | Prior Years | Meet Vesting | Equity | | | Awards | Granted in | and Vested | that Vested | Conditions | Award | | | Granted in the | Prior Years | in the Year | in the Year | in the Year | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 5,603,754 | 510,659 | — | (289,138) | — | 5,825,275 | | 2024 | 2,747,150 | (318,038) | — | (452,124) | — | 1,976,988 | | 2023 | 2,834,599 | 131,850 | — | (566,996) | — | 2,399,454 | | 2022 | 1,137,723 | (1,201,967) | — | (410,059) | — | (474,303) | | 2021 | 1,212,253 | 6,814,273 | — | 2,265,647 | — | 10,292,173 |

  60. PAY VERSUS PERFORMANCE

    Cumulative total stockholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. Because our common stock commenced trading on the Nasdaq Global Select Market on June 30, 2021, we have used this date as the beginning of the measurement period. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the 2025 Peer Group described above under “Executive Compensation—Compensation Discussion and Analysis—How We Determine Executive Compensation—2025 Peer Group,” excluding Alteryx, Inc., which was acquired in March 2024. Using the 2024 Peer Group, TSR would be $82.22 for 2021, $47.38 for 2022, $54.42 for 2023, $58.25 for 2024, and $55.63 for 2025. (7) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year.

  61. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  62. Compensation Actually Paid, Cumulative TSR of Xometry and Cumulative TSR of the Peer Group

    Compensation Actually Paid, Cumulative TSR of Xometry and Cumulative TSR of the Peer Group The chart below shows the relationship between the compensation actually paid to Mr. Altschuler and the average compensation actually paid to our other named executive officers (besides Mr. Altschuler), on the one hand, to Xometry’s cumulative TSR and the cumulative TSR of the companies in the peer group over the five years presented in the table, on the other.

  63. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The chart below shows the relationship between the compensation actually paid to Mr. Altschuler and the average compensation actually paid to our other named executive officers (besides Mr. Altschuler), on the one hand, to our net income over the five years presented in the table, on the other.

  64. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue The chart below shows the relationship between the compensation actually paid to Mr. Altschuler and the average compensation actually paid to our other named executive officers (besides Mr. Altschuler), on the one hand, to our revenue over the five years presented in the table, on the other.

  65. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  66. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during 2025. Mr. Altschuler, our Co-Founder and Chief Executive Officer, also serves on our Board but receives no additional compensation in connection with such service. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Altschuler for 2025.

  67. Non-Employee Director Compensation Table

    | | Fees Earned or | Stock | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | Roy Azevedo | 58,750 | 131,075 | 189,825 | | Deborah Bial(4) | 32,500 | 131,075 | 163,575 | | Ranjana Clark | 66,500 | 131,075 | 197,575 | | Emily Rollins | 69,000 | 131,075 | 200,075 | | Fabio Rosati | 146,500 | 131,075 | 277,575 | | Katharine Weymouth | 63,500 | 131,075 | 194,575 |

  68. Non-Employee Director Compensation Table

    (1) This column represents the amount of all fees earned or paid in cash for services as a director. The table below shows the amount of cash compensation earned during 2025 that Mr. Azevedo and Ms. Weymouth elected to receive in RSUs (rounded to the nearest whole dollar) and the number of RSUs received, excluding adjustments for dividend equivalents. The number of RSUs received in lieu of cash was calculated based on the average closing sales price per share of our Class A common stock over the 20 trading days prior to the grant date (which was March 11, 2025 with respect to all of Ms. Weymouth’s RSUs and 1,788 of the RSUs awarded to Mr. Azevedo, and was June 18, 2025 with respect to the remaining 112 RSUs awarded to Mr. Azevedo following his appointment to the Compensation Committee in June 2025), rounded to the nearest whole share. The aggregate grant date fair value of the RSUs awarded to Mr. Azevedo and Ms. Weymouth in March 2025 was $41,196 and $47,554, respectively. The aggregate grant date fair value of the RSUs awarded to Mr. Azevedo in June 2025 was $3,679.

  69. Non-Employee Director Compensation Table

    | | Cash Fees Paid in | Number of RSUs | | | RSUs at Director’s | Received in | | | Election | Lieu of Cash | | Name | ($) | (#) | | Roy Azevedo | 58,750 | 1,900 | | Katharine Weymouth | 63,500 | 2,064 |

  70. Non-Employee Director Compensation Table

    (2) The amounts reported in this column reflect the aggregate grant date fair value of the stock awards granted to our directors as computed in accordance with ASC Topic 718. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the directors upon the vesting of the awards or the sale of the Class A common stock underlying such awards. (3) The following table provides information regarding the aggregate number of stock and option awards granted to our non-employee directors that were outstanding as of December 31, 2025:

  71. Non-Employee Director Compensation Table

    | | Stock | Option | | | Awards | Awards | | Name | (#) | (#) | | Roy Azevedo | 17,175 | — | | Deborah Bial | — | — | | Ranjana Clark | 5,689 | — | | Emily Rollins | 5,689 | 38,650 | | Fabio Rosati | 5,689 | — | | Katharine Weymouth | 6,205 | 70,000 |

  72. Non-Employee Director Compensation Table

    (4) Ms. Bial did not stand for re-election at our 2025 Annual Meeting and left the Board effective June 18, 2025.

  73. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board annually determines the compensation of non-employee director for service to the Board. In December 2024, the Board approved the following compensation amounts for service on our Board for 2025: • an annual cash retainer of $45,000; an additional annual cash retainer of $90,000 for service as independent chair of the Board; an additional annual cash retainer of $10,000, $7,500, $4,000 and $4,000 for service as a non-employee member of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Environmental and Social Governance Committee, respectively; • an additional annual cash retainer of $20,000, $15,000, $8,500 and $8,500 for service as non-employee chair of the Audit Committee, chair of the Compensation Committee, chair of the Nominating and Corporate Governance Committee and chair of the Environmental and Social Governance Committee, respectively (in lieu of the committee member retainer above); • an initial RSU award granted upon a director’s initial election or appointment to the Board with the value of such award determined by the Board, vesting in three equal annual installments; • an annual RSU award (each, a “refresher RSU award”) granted each year after the effective date to each non-employee director who continues to serve on such date. Such refresher RSU awards will have an aggregate grant date value equal to $175,000, and will vest on January 1 of the year after the refresher RSU award is granted; and • at the election of the non-employee director, such director may elect to convert his or her cash compensation under the policy into an RSU (each, a “retainer RSU award”). If a non-employee director makes this election, each such retainer RSU award will be granted by the Board. Each retainer RSU award will cover a number of shares of our Class A common stock equal to (a) the aggregate amount of annual cash compensation otherwise payable to such director, divided by (b) the average closing sales price per share of our Class A common stock over the 20 trading days prior to the grant date, rounded to the nearest whole share. Each retainer RSU award will vest in four equal quarterly installments commencing on April 1 of the year the retainer RSU award is granted. In December 2025, the Board approved the following compensation amounts for service on our Board for 2026: • an annual cash retainer of $50,000; • an additional annual cash retainer of $90,000 for service as independent chair of the Board; • an additional annual cash retainer of $10,000, $7,500 and $5,000 for service as a non-employee member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, respectively (the Environmental and Social Governance Committee was terminated in June 2025); • an additional annual cash retainer of $20,000, $15,000 and $10,000 for service as non-employee chair of the Audit Committee, chair of the Compensation Committee, and chair of the Nominating and Corporate Governance Committee, respectively (in lieu of the committee member retainer above); • an initial RSU award granted upon a director’s initial election or appointment to the Board with the value of $380,000 or such other value as determined by the Board, vesting in three equal annual installments; • an annual RSU award (each, a “refresher RSU award”) granted each year after the effective date to each non-employee director who continues to serve on such date. Such refresher RSU awards will have an aggregate grant date value equal to $190,000, and will vest on January 1 of the year after the refresher RSU award is granted; and • at the election of the non-employee director, such director may elect to convert his or her cash compensation under the policy into an RSU (each, a “retainer RSU award”). If a non-employee director makes this election, each such retainer RSU award will be granted by the Board. Each retainer RSU award will cover a number of shares of our Class A common stock equal to (a) the aggregate amount of annual cash compensation otherwise payable to such director, divided by (b) the average closing sales price per share of our Class A common stock over the 20 trading days prior to the grant date, rounded to the nearest whole share. Each retainer RSU award will vest in four equal quarterly installments commencing on April 1 of the year the retainer RSU award is granted. Each of the RSU awards described above will be granted under our 2021 Plan. Each such RSU award will vest subject to the director’s continuous service with us.

  74. Equity Grants to Directors and Executive Officers

    Equity Grants to Directors and Executive Officers We have granted stock options, restricted stock units, and performance-based restricted stock units to certain of our directors and executive officers. For more information regarding the stock options and stock awards granted to our directors and named executive officers, see the sections titled “Executive Compensation” and “Non-Employee Director Compensation.”