DEF 14A of Proto Labs Inc
Filed Apr 8, 2026 · FY20250001443669-26-000017
YOUR VOTE IS IMPORTANT
| EXECUTIVE COMPENSATION TABLES | 37 | | Summary Compensation Table | 37 | | Grants of Plan-Based Awards | 38 | | Outstanding Equity Awards at 2025 Year-End | 39 | | Option Exercises and Stock Vested in 2025 | 41 | | Policies and Practices Related to the Grants of Certain Equity Awards | 41 | | Pension Benefits | 42 | | Nonqualified Deferred Compensation | 42 | | Potential Payments upon Termination or Change in Control | 42 | | CEO Pay Ratio | 47 | | Pay Versus Performance | 47 | | DIRECTOR COMPENSATION | 51 | | Non-Employee Director Compensation for 2025 | 52 | | Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End | 53 | | PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 54 | | AUDIT COMMITTEE REPORT | 55 | | FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 56 | | PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION | 57 | | PROPOSAL 4 ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES | 58 | | PROPOSAL 5 APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED PROTO LABS, INC. 2022 LONG-TERM INCENTIVE PLAN | 59 | | EQUITY COMPENSATION PLAN INFORMATION | 66 | | OTHER MATTERS | 66 | | SUBMISSION OF SHAREHOLDER PROPOSALS AND NOMINATIONS | 66 | | ADDITIONAL INFORMATION | 67 | | APPENDIX A – AMENDED AND RESTATED PROTO LABS, INC. 2022 LONG-TERM INCENTIVE PLAN, AS PROPOSED TO BE AMENDED | A-1 | | APPENDIX B - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | B-1 |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name | Age | Director Since | Independent | Audit Committee(1) | Compensation and Talent Committee | Nominating and Governance Committee | | Suresh Krishna | 57 | 2025 | No | | | | | Archie C. Black | 64 | 2016 | Yes | | | | | Sujeet Chand | 68 | 2017 | Yes | | | | | Moonhie Chin | 68 | 2019 | Yes | | | | | Rainer Gawlick | 58 | 2008 | Yes | | | | | Donald G. Krantz | 71 | 2017 | Yes | | | | | Sven A. Wehrwein | 75 | 2011 | Yes | | | |
DIRECTOR NOMINEES
| | Chairperson | | | Member |
DIRECTOR NOMINEES
(1)Moonhie Chin has been appointed to be a member of the Audit Committee, effective May 19, 2026.
DIRECTOR NOMINEES
| TENURE | AGE | DIVERSITY | | Average: 10 Years | Average: 66 Years | 43% Diverse |
DIRECTOR NOMINEES
| SKILLS & EXPERIENCE | | | | | | | | | QUALIFICATIONS / ATTRIBUTES | Suresh Krishna | Archie C. Black | Sujeet Chand | Moonhie Chin | Rainer Gawlick | Donald G. Krantz | Sven A. Wehrwein | | Finance: Well versed in finance with the ability to interpret financial results and what drives performance, obtain the most from its value drivers and foresee the likely outcomes from board decisions. | ● | ● | ● | ● | ● | | ● | | Operational: Experience with operational matters, including developing long-term operational strategies and leading organizations to meet objectives. Knowledge of multiple operational functions and principles. Proven ability to plan and manage operational process for maximum efficiency and productivity. | ● | ● | ● | ● | ● | ● | ● | | Industry Experience: IM, CNC, 3DP, & Sheet Metal: Relevant experience in the industry in which the Company operates. | ● | | ● | | ● | ● | | | Public Company Leadership: Current or former executive of publicly-listed company. | ● | ● | ● | ● | ● | ● | ● | | Strategy and M&A: Experience with M&A activities; current or former executive role with responsibility to develop and execute corporate strategy. | ● | ● | ● | ● | ● | ● | ● | | Sales, Marketing, E-commerce: Current or former executive role with responsibilities for sales, marketing, e-commerce, or customer service. | ● | ● | | ● | ● | | | | Technology, IT, Cybersecurity: Expertise or degree in area, covering digital technology, artificial intelligence, cyber security, digital marketing, social media, etc. Could be current or former executive role in the IT sector. | | ● | ● | ● | ● | ● | | | Global Experience: Proven knowledge of the overseas markets in which the Company operates. | ● | ● | ● | ● | ● | ● | ● | | Lean Manufacturing Expertise: Qualifications include current or former executive role in the manufacturing sector; expertise in sourcing, manufacturing, supply chain, infrastructure, logistics, product development, distribution and marketing. | ● | | ● | | | ● | | | Risk Oversight: Risk oversight processes assess the nature and scope of risks applicable to the Company, review appropriate controls to minimize risks, and monitor the controls to ensure their effectiveness. | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance Expertise: Corporate governance oversight includes the rules, controls, policies, and processes that guide the Company's operations and corporate behavior. | ● | ● | ● | ● | ● | | ● | | GENDER | | | | | | | | | Female | | | | ● | | | | | Male | ● | ● | ● | | ● | ● | ● |
DIRECTOR NOMINEES
| SKILLS & EXPERIENCE | | | | | | | | | QUALIFICATIONS / ATTRIBUTES | Suresh Krishna | Archie C. Black | Sujeet Chand | Moonhie Chin | Rainer Gawlick | Donald G. Krantz | Sven A. Wehrwein | | OTHER QUALIFICATIONS & TENURE | | | | | | | | | Sitting CEO | ● | | | | | | | | Number of other public company boards | 0 | 1 | 2 | 0 | 1 | 0 | 2 | | Years on Board | 1 | 10 | 8 | 6 | 17 | 9 | 14 |
Nominees
Nominees The names of the nominees and other information are set forth below:
Nominees
| Suresh Krishna – Age 57 Director since 2025 | Mr. Krishna has served as our President and Chief Executive Officer and as a Director since May 2025. Prior to joining Protolabs, Mr. Krishna served as President and Chief Executive Officer of Northern Tool + Equipment, a manufacturer and retailer of tools and commercial equipment, from April 2020 to November 2024. Prior to joining Northern Tool + Equipment, Mr. Krishna served as the Senior Vice President and Chief Operations, Supply Chain and Lean Officer of Sleep Number Corporation from April 2016 to April 2020. Mr. Krishna also served in various leadership positions at Polaris Inc., including as Vice President and Business Unit Head of Europe Middle East & Africa from 2014 to 2016 and Vice President of Global Operations and Integration from 2010 to 2014. From 2007 to 2010, he served at a division of UTC Fire & Security. Mr. Krishna holds a B.S. in Mechanical Engineering and a M.S. in Business Administration. Skills and Qualifications Mr. Krishna's combination of engineering, operations and executive management experience enables him to bridge technical, operational, and commercial priorities effectively. He has significant experience driving innovation, scaling digital capabilities, and leading organizations through periods of change. His broad operational acumen, strategic insight, and experience guiding and leading global teams make him a highly qualified leader and a valuable contributor to the Board’s oversight of Protolabs’ long‑term strategy. | | Archie C. Black – Age 64 Director since 2016 Committees Compensation & Talent Nominating & Governance | Mr. Black has served as a Director of our Company since March 2016, including as Chairman of the Board from May 2020 to May 2023, and currently serves as a member of the Compensation and Talent Committee and Nominating and Governance Committee. From 2001 until his retirement in October 2023, Mr. Black served as the Chief Executive Officer of SPS Commerce, Inc., a provider of cloud-based supply chain management solutions. Mr. Black served as a director of SPS Commerce, Inc. from 2001 to May 2024 and as Executive Chair of its board from October 2023 to May 2024. Prior to joining SPS Commerce, Inc., Mr. Black was a Senior Vice President and Chief Financial Officer at Investment Advisors, Inc. Prior to his time at Investment Advisors, Inc., Mr. Black spent three years at PricewaterhouseCoopers. Skills and Qualifications Mr. Black contributes to our board’s extensive management, financial, and operational experience. During his time as President and Chief Executive Officer at SPS Commerce, Inc., Mr. Black led the transformation of a tech-driven startup company into a global business and developed a deep knowledge of the requirements involved with being a public company. Other Current U.S. Public Company Board Memberships: Graco, Inc. |
Nominees
| Sujeet Chand – Age 68 Director since 2017 Committees Nominating & Governance (Chair) | Dr. Chand has served as a Director of our Company since May 2017, and currently serves as the Chair of the Nominating and Governance Committee. Dr. Chand was the Senior Vice President and Chief Technology Officer at Rockwell Automation, Inc. from 2005 until his retirement in 2021. Prior to taking on that role, Dr. Chand served in various leadership positions at Rockwell. Dr. Chand has sat on multiple government, industry, and higher education advisory boards, and has long had significant interaction with the board of directors of Rockwell. Dr. Chand earned a Doctor of Philosophy degree in electrical and computer engineering and a master's degree in electrical engineering from the University of Florida. Skills and Qualifications Dr. Chand’s qualifications to serve on our board of directors include, among other skills and qualifications, his deep technical expertise and industry knowledge, particularly his experience at Rockwell and his service on other public company boards. Dr. Chand brings a highly effective balance of strategic insight and technical engineering skills, as well as a unique perspective on technology, innovation and customer needs. He has previously served on the boards of the National Institute for Standards and Technology (NIST), National Electrical Manufacturers Association (NEMA), FIRST Robotics, Wisconsin Technology Council, University of Wisconsin Foundation, and Robert W. Baird Venture Partners. He has also represented the U.S. as the head of a delegation to Intelligent Manufacturing Systems, a worldwide consortium on manufacturing technology. Other Current U.S. Public Company Board Memberships: Flowserve Corporation Veeco Instruments, Inc. | | Moonhie Chin – Age 68 Director since 2019 Committees Compensation & Talent (Chair) | Ms. Chin has served as a Director of our Company since August 2019 and currently serves as the Chair of the Compensation and Talent Committee since May 2023. Ms. Chin was employed at Autodesk from 1989 to 2019 and held multiple leadership positions, including most recently, Senior Vice President of Digital Platform and Experience. Autodesk is a global leader in Architectural, Engineering and Construction (AEC), Product Design and Manufacturing, and Media and Entertainment Software with millions of customers. Her expertise extends to general management, business model transformation from perpetual license to subscription, digital platforms, extracting business insights from advanced analytics, global multi-channel models, global customer support and operations, strategic planning, and corporate governance. Prior to joining Autodesk, she worked for the General Electric Company, which she joined after earning her B.S. from the Columbia University School of Engineering and Applied Sciences. Ms. Chin served on the Board of FARO Technologies from July 2021 until its acquisition by AMETEK in July 2025, chairing the Nominating, Governance & Sustainability Committee and serving on the Talent Development & Compensation Committee. Skills and Qualifications Ms. Chin's leadership, strategic acumen, operational proficiency and exceptional track record of incubating and driving new initiatives enable her to provide valuable insights and counsel on strategy and the realization of key drivers. She is a recognized mentor to emerging leaders, especially women in technology, and is engaged in leadership opportunities that promote a culture of excellence, positive team dynamics, and personal and professional development. |
Nominees
| Rainer Gawlick – Age 58 Director since 2008 Committees Audit | Dr. Gawlick has served as our Chairman of the Board since May 2023. Dr. Gawlick has served as a Director of our Company since September 2008, currently serves as a member of the Audit Committee, and served as the Chair of the Compensation and Talent Committee from 2010 until 2023. He also serves on the boards of ChyronHego, Sectigo, Oktopost, PhotoShelter (Chair), Plastik AI, and Progress Software Corporation, a publicly traded company, where he is also a member of the Audit Committee and the Strategy Committee. Previously, from July 2015 to October 2016, Dr. Gawlick was President of Perfecto Mobile, Ltd., a leader in mobile testing. Prior to that he was with IntraLinks, Inc., a computer software company providing virtual data rooms and other content management services, where he served as Executive Vice President of Global Sales. From August 2008 to April 2012, Dr. Gawlick served as Chief Marketing Officer of Sophos Ltd, a computer security company providing endpoint, network and data protection software. From April 2005 to August 2008, Dr. Gawlick served as Vice President of Worldwide Marketing and Strategy at SolidWorks Corp., a CAD software company. He also has held a variety of executive positions in other technology businesses and was a consultant with McKinsey & Company. Skills and Qualifications Dr. Gawlick has extensive sales, marketing and product-management experience in the technology industry. Dr. Gawlick offers expertise in building brand awareness, managing marketing and sales on a global scale and developing growth strategies, which enables him to counsel our Company on our on-going growth initiatives. In addition, Dr. Gawlick has extensive business experience in Europe, which is our key international market. Other Current U.S. Public Company Board Memberships: Progress Software Corporation | | Donald G. Krantz – Age 71 Director since 2017 Committees Compensation & Talent | Dr. Krantz has served as a Director of our Company since May 2017 and currently serves as a member of the Compensation and Talent Committee. Since 2020, Dr. Krantz has been a co-founder of Cerulean Sonar, Inc. (formerly Digi Labs), a developer of sonar systems for underwater robots. Dr. Krantz served as our Executive Vice President and Technology Officer from January 2015 until his retirement in June 2016. From January 2007 to January 2015, Dr. Krantz served as our Chief Operating Officer. From November 2005 to January 2007, Dr. Krantz served as our Vice President of Development. Prior to joining our Company, Dr. Krantz served in various roles at MTS Systems, Inc., a builder of custom precision testing and advanced manufacturing systems, including as a business unit Vice President, Vice President of Engineering, and most recently, Chief Technology Officer. Dr. Krantz was an Engineering Fellow at Alliant Techsystems and Honeywell, Inc., and was named the 2005 Distinguished Alumnus of the Department of Computer Science and Engineering at the University of Minnesota. In 2016, he was named a “Titan of Technology” by the Minneapolis/St. Paul Business Journal. Skills and Qualifications Dr. Krantz's knowledge of and experience in leadership positions within multiple departments of our Company, as well as his education and experience, enable him to provide guidance and counsel on strategy, relationships, general business matters and risk management. |
Nominees
| Sven A. Wehrwein – Age 75 Director since 2011 Committees Audit (Chair) Nominating & Governance | Mr. Wehrwein has served as a Director of our Company since June 2011, is currently chair of the Audit Committee, and currently serves as a member of the Nominating and Governance Committee. He also served as Chairman of the Board from May 2017 to May 2020. Mr. Wehrwein has been an independent financial consultant to emerging companies since 1999. During his 40-plus years in accounting and finance, Mr. Wehrwein has experience as a certified public accountant (inactive), investment banker to emerging-growth companies, chief financial officer, and audit committee chair. He currently serves on the board of directors of SPS Commerce, Inc., a publicly traded supply-chain management software company, and AtriCure, Inc., a publicly traded medical device company. Earlier in his career, Mr. Wehrwein also served on the board of these publicly traded companies: Compellent Technologies, Cogentix Medical, Image Sensing Systems, Synovis Life Technologies, Vital Images, and Zamba. He served as the audit committee chair for all of these companies. Skills and Qualifications Mr. Wehrwein’s qualifications to serve on our board of directors include, among other skills and qualifications, his capabilities in financial understanding, strategic planning and auditing expertise, given his experiences in investment banking and in financial leadership positions. As chairman of the audit committee, Mr. Wehrwein also keeps the board abreast of current audit issues and collaborates with our independent auditors and senior management team. Other Current U.S. Public Company Board Memberships: AtriCure, Inc. SPS Commerce, Inc. |
Compensation Decisions and Processes
Compensation Decisions and Processes The compensation and talent committee of our board of directors, which consists solely of independent directors, generally has been responsible for overseeing our executive compensation program, including annually reviewing and approving the ongoing compensation arrangements for each of our executive officers, including our CEO, and reporting those arrangements to our board. Beginning with the 2026 compensation cycle, the approval of the CEO's compensation will reside with the full board, excluding the CEO. Our compensation and talent committee regularly receives and considers input from our CEO regarding the compensation and performance of the other executive officers, including recommendations as to compensation levels that the CEO believes are commensurate with an individual’s job performance, skills, experience, qualifications, criticality to our Company and development/career opportunities, as well as with our compensation philosophy, external market data and considerations of internal equity. With the assistance of our CFO, our CEO has also provided recommendations to the compensation and talent committee establishing performance goals for the annual cash incentive plan based on the operating budget approved by our board of directors. Our CEO regularly attends meetings of our compensation and talent committee, except where the CEO’s own compensation is being considered or times when the compensation and talent committee meets in executive session. Our CEO makes no recommendations to the compensation and talent committee regarding his or her own compensation. The compensation and talent committee communicates its views and decisions regarding compensation arrangements for our executive officers to our CEO, who generally has been responsible for implementing them. In determining executive compensation, our compensation and talent committee reviews and considers a number of factors, including individual and corporate performance, input from our CEO, peer group compensation and market data from third party compensation surveys (including Pearl Meyer, our independent compensation consultant), our compensation philosophy and key principles, the pay practices of a set of comparable companies, feedback received from shareholders concerning say-on-pay, and the compensation and talent committee’s collective experience and knowledge. We define our relevant peer group for executive talent, with assistance from Pearl Meyer, in the technology and industrial sectors, also taking into account company size, business models, and other factors. We have used market data primarily as a reference point to assess whether our compensation practices are reasonable, competitive and likely to achieve our objectives, and actually deliver compensation in amounts that are consistent with the compensation and talent committee’s assessment of our Company’s relative performance. We target total compensation levels within a competitive range of the market median calculated from the surveys and other compensation data we utilized. As a result, we do not establish specific compensation amounts or parameters for any executive officer position based only on market data, recognizing that factors unique to each individual will ultimately determine that individual’s compensation, which may not necessarily be within the median range. In evaluating 2025 compensation, each of our executive officers was within a competitive range of peer compensation data. Our compensation and talent committee approves all awards to our executive officers under our Amended and Restated 2022 Long-Term Incentive Plan, as amended ("LTIP").
Peer Group
Peer Group In 2024, the compensation and talent committee requested that its independent compensation consultant, Pearl Meyer, review our peer group used for executive compensation in 2025. Pearl Meyer used a multi-step process that went beyond basic financial characteristics to construct a peer group that we believe fits our market position and profile. The compensation and talent committee and our board of directors reviewed information relating to this peer group when establishing base salaries, annual equity awards and target annual incentive compensation for 2025. Pearl Meyer employed the following robust process to construct the proposed peer group. •First, Pearl Meyer identified a pool of potential companies that were U.S.-based, publicly-traded, and classified in the technology and industrial sectors. •Second, Pearl Meyer screened out companies that were outside of approximately one-third to three times that of our Company based on market capitalization, revenue, and number of employees. •Third, they reviewed additional financial operating parameters and identified companies with similar characteristics to our Company. Overall, the new peer group used for 2025 compensation, collectively, is similar to Protolabs primarily in terms of profitability, operating size and industry. The compensation and talent committee also reviewed the peer groups used by proxy advisory firms for comparison. This process resulted in a select number of changes as shown below.
Peer Group
| 2024 Peer Group | Approved Changes | 2025 Peer Group* | | 3D Systems Corporation (DDD) Allient, Inc. (ALNT) Badger Meter, Inc. (BMI) Cerence Inc. (CRNC) CTS Corporation (CTS) Enerpac Tool Group Corp. (EPAC) ESCO Technologies Inc. (ESE) FARO Technologies, Inc. (FARO) Helios Technologies, Inc. (HLIO) Lindsay Corporation (LNN) Rimini Street, Inc (RMNI) Semtech Corporation (SMTC) SPS Commerce, Inc. (SPSC) Vicor Corporation (VICR) Vishay Precision Group, Inc. (VPG) | (-) Exclusions 3D Systems Corporation (DDD) Cerence Inc. (CRNC) SPS Commerce, Inc. (SPSC) (+) Additions nLIGHT, Inc. (LASR) Xometry, Inc (XMTR) | Allient, Inc. (ALNT) Badger Meter, Inc. (BMI) CTS Corporation (CTS) Enerpac Tool Group Corp. (EPAC) ESCO Technologies Inc. (ESE) FARO Technologies, Inc. (FARO) Helios Technologies, Inc. (HLIO) Lindsay Corporation (LNN) nLIGHT, Inc. (LASR) Rimini Street, Inc (RMNI) Semtech Corporation (SMTC) Vicor Corporation (VICR) Vishay Precision Group, Inc. (VPG) Xometry, Inc (XMTR) |
Peer Group
*Some companies were retained that did not meet all screening criteria for year-over-year continuity. FARO was acquired in 2025 but was included in the peer group during the time that 2025 pay decisions were made. Below is information about companies in the peer group, as well as the corresponding information for Protolabs, that Pearl Meyer referenced when constructing the peer group:
Peer Group
| | Annual Revenue(1) | Market Capitalization(1) | | 25th percentile | $402 million | $0.5 billion | | 75th percentile | $717 million | $2.0 billion | | Protolabs | $506 million | $0.8 billion |
Peer Group
(1)Revenue shown in this table is for the twelve-month period ended as of the most recently disclosed quarter prior to the 2024 meeting at which Pearl Meyer presented the peer group information to the compensation and talent committee. Market capitalization reflects end of May 2024. The compensation and talent committee uses data about executive compensation at peer group companies as a tool to assess the reasonableness of the total compensation paid to our executive officers. As discussed above, the compensation and talent committee does not establish a percentile which any part of an executive’s compensation or any executive’s overall compensation must meet or exceed. In 2025, the compensation and talent committee requested that Pearl Meyer again review our peer group to be used for 2026 executive compensation. Pearl Meyer used the same multi-step process to recommend changes to the peer group used for 2026 compensation.
Elements of Executive Compensation
| Compensation Component | Form of Compensation | Purpose | | Base Salary | Cash | •Compensate each executive officer relative to their individual responsibilities, experience and performance •Provide steady cash flow not contingent on short-term variations in Company performance | | Annual Incentive | Cash | •Align compensation with our annual corporate financial performance •Reward achievement of short-term financial objectives •Provide participants with a meaningful total cash compensation opportunity (base salary plus annual incentive) | | Long-Term Incentives | Stock Options, Restricted Stock Units and Performance Stock Units | •Align compensation with our long-term returns to shareholders •Encourage long-term retention •Create a long-term performance focus •Provide executive ownership opportunities |
Annual Incentive Program
Annual Incentive Program All of our named executive officers participate in our annual incentive program. The annual incentive program payouts for 2025 for each of our NEOs were a function of two metrics: •75% of the annual bonus target for all NEOs was based on annual revenue, calculated without regard to foreign currency exchange rates. We refer to this aspect of the annual incentive program as the revenue factor. •25% of the annual bonus target was based on budgeted adjusted operating income margin (AOIM) for Mr. Krishna, Mr. Schumacher, Mr. Kermisch, Dr. Bodor and Mr. Ryaboy. We refer to this aspect of the annual incentive program as the AOIM factor. For purposes of calculating attainment of the AOIM portion of the annual incentives, AOIM is defined as operating income, adjusted for foreign currency impact, stock-based compensation expense, amortization expense, incentive compensation expense, CEO transition costs, restructuring and transformation costs, and costs related to exit and disposal activities, calculated as a percentage of revenue that is adjusted for the difference between the impact of actual currency rates in effect during the year and the budgeted currency rates. •25% of the annual bonus target was based on budgeted adjusted gross margin (AGM) for Mr. Kenison. In 2025, the first full year Mr. Kenison was in the role of Chief Operations Officer, the compensation and talent committee approved this metric as a component of Mr. Kenison's annual incentive compensation. AGM was chosen for Mr. Kenison because it more directly aligns with his operational responsibilities and areas of direct influence and is consistent with the Company's pay-for performance objectives. For purposes of calculating attainment of the AGM portion of the annual incentive, AGM is defined as gross profit, adjusted for stock-based compensation expense, amortization expense and incentive compensation expense, calculated as a percentage of revenue that is adjusted for the difference between the impact of actual currency rates in effect during the year and the budgeted currency rates. Revenue, AOIM, and AGM were selected as the primary financial objectives for determining the 2025 annual incentive payouts because our primary objective continues to be to grow our Company profitably. In early 2025, the compensation and talent committee approved the target payout levels under each of the revenue, AOIM and AGM metrics. In setting targets, the compensation and talent committee considers both actual prior-year performance and the annual operating plan ("budget"), and establishes a payout curve such that achievement above target reflects meaningful performance above the budget. Thresholds for the revenue, AOIM, and AGM factors are generally established as the actual prior-year performance. To achieve target payout, the Company must achieve the budget. As the Company outperforms the budget, the compensation and talent committee sets a maximum threshold, capped at 200% payout, at a level of rigor that rewards our named executive officers for the performance while ensuring that the cost of over performance is in balance with shareholder value in terms of earnings. A target payout opportunity expressed as a percentage of annual base salary is established for each named executive officer annually. For 2025, their target payout opportunity percentages were as follows:
Annual Incentive Program
| Name | Target Opportunity as % of 2025 Salary | | Suresh Krishna | 100% | | Daniel Schumacher | 75% | | Michael R. Kenison | 60% | | Marc Kermisch | 75% | | Robert Bodor | 100% | | Oleg Ryaboy | 50% |
Annual Incentive Program
The revenue factor of our plan pays out 100% at targeted revenue achievement on a consolidated basis for each named executive officer. The payout would have been zero for 2025 if revenue was below the threshold of approximately 94% of target. The payment is 20% of the annual bonus at the threshold amounts, and increases in amounts specified by the compensation and talent committee to the degree revenue exceeds the respective threshold amounts up to a maximum of 200%. The AOIM factor pays out 100% at targeted AOIM achievement on a consolidated basis for each named executive officer, other than Mr. Kenison. The payout would have been zero for 2025 if AOIM was below the threshold of approximately 87% of target. AOIM payouts increase above the threshold in amounts specified by the compensation and talent committee, up to a maximum of 200% for 150% plan attainment. For AOIM performance, the payout factor increased proportionately between 20% and 90% attainment, or about 10 percentage points for each 10 basis points in additional AOIM. For attainment levels ranging from 95% to 110%, the payout factor closely mirrors the attainment percentage. The payout factor increased proportionately between 110% and the maximum of 200% attainment, or about 10 percentage points for each 110 basis points in additional AOIM. The AGM factor pays out 100% at targeted AGM achievement on a consolidated basis for Mr. Kenison. The payout would have been zero for 2025 if AGM was below the threshold of approximately 97% of target. AGM payouts increase above the threshold in amounts specified by the compensation and talent committee, up to a maximum of 200% for 109% plan attainment. For AGM performance, the payout factor increased proportionately between 20% and 90% attainment, or about 10 percentage points for each 10 basis points in additional AGM. To achieve 90% to 100% payout, the attainment levels are between 98 and 100%. To achieve 101% to 125% payout, the attainment levels are between 101% and 103%. The payout factor increased proportionately between 125% and the maximum of 200% attainment, or about 25 percentage points for each 80 basis points in additional AGM. The following table summarizes the 2025 thresholds and targets for the revenue factor and the AOIM/AGM factor approved by the compensation and talent committee and the actual performance during 2025 in terms of both revenue and AOIM/AGM, as well as the related payout factors:
Annual Incentive Program
| Objective | 2025 Threshold | 2025 Target | 2025 Maximum | Actual Performance(1) | Final Payout Factor | | Consolidated Revenue | $501M | $535.5M | $600.0M | $531.2M | 98.3% | | Consolidated Adjusted Operating Income Margin | 9.8% | 11.3% | 17.0% | 11.2% | 99.3% | | Consolidated Adjusted Gross Margin | 44.5% | 46.0% | 50.0% | 45.7% | 98.9% |
Annual Incentive Program
(1)Our actual revenue performance is equal to our 2025 revenue adjusted for the effects of 2025 budgeted foreign currency exchange rates. Actual AOIM performance is equal to adjusted operating margin achieved in 2025. Actual AGM performance is equal to adjusted gross margin achieved in 2025. Our actual revenue performance is equal to our 2025 revenue ($533.1 million), adjusted for the effects of 2025 budgeted foreign currency exchange rates ($1.9 million). A reconciliation of AOIM and AGM to their most directly comparable GAAP financial measure is included in Appendix B to this Proxy Statement. The annual incentive amount paid to, as well as such amount’s percentage of target achieved for, each named executive officer in 2025 were as follows:
Annual Incentive Program
| Name | 2025 Actual Incentive Payout Amount | Percent of Annual Incentive Target Achieved | | Suresh Krishna(1) | $489,372 | 99% | | Daniel Schumacher(2) | $294,448 | 99% | | Michael R. Kenison(2) | $221,495 | 99% | | Marc Kermisch(1) | $65,703 | 99% | | Robert Bodor(3) | $636,000 | 100% | | Oleg Ryaboy(4) | $149,860 | 99% |
Annual Incentive Program
(1)Mr. Krishna's and Mr. Kermisch's 2025 actual incentive payout amounts are pro-rated based on their respective hire dates. (2)Due to Mr. Schumacher and Mr. Kenison's market-based salary increases on October 1, 2025, their 2025 actual incentive payout amounts are based on their weighted average annual salary for the full year of 2025. (3)Dr. Bodor's 2025 incentive payout amount was at target, as provided in his employment agreement. (4)My Ryaboy's 2025 actual incentive payout amount is pro-rated based on his termination date in accordance with his severance agreement.
Long-Term Incentive Program
Long-Term Incentive Program Our compensation and talent committee considers the employee’s total compensation and then adjusts the mix among base salary, annual incentive and long-term incentive based on market comparisons, individual role and performance. Our compensation and talent committee generally has determined the size of individual grants using its collective business judgment and experience, taking into account factors such as the role and responsibility of the individual executive, an evaluation of the expected and actual performance of each executive, internal pay equity considerations and market factors. We generally have not utilized a formulaic approach to determine the size of individual equity awards to our executives. In 2025, the compensation and talent committee has continued to structure the long-term incentive program for our named executive officers to include a mix of stock options, RSUs and PSUs. In addition to annual equity awards, in certain cases we have granted equity awards in connection with an individual’s initial employment with us, upon promotions or other changes in responsibilities, or in recognition of significant achievements. These additional equity awards are made outside our typical annual grant cycle, and are subject to our equity award approval policy summarized below in “Executive Compensation Tables—Equity Award Approval Policy.”
2025 Long-Term Equity-Based Compensation
2025 Long-Term Equity-Based Compensation As noted above, in 2025 the compensation and talent committee awarded stock options, RSUs and PSUs to our named executive officers as part of their annual grants, with target value proportions illustrated below. Beginning in 2026, equity grants for all named executive officers will be split be split 50% in PSUs, 25% in RSUs and 25% in stock options. Such grants are made pursuant to the LTIP. Upon his appointment as CEO in May 2025, Mr. Krishna received grants pursuant to the LTIP related to an annual award, with the mix of 50% in PSUs, 25% in RSUs and 25% in stock options. The following table sets forth the targeted value and number of each type of award granted to the NEOs in 2025, and for Mr. Krishna, excluding the one-time performance-based Inducement Awards:
2025 Long-Term Equity-Based Compensation
| Name | Targeted Value of 2025 Equity Awards | Number of RSUs Awarded | Number of Stock Options Awarded | Target Number of PSUs Awarded | | Suresh Krishna(1) | $2,400,000 | 16,296 | 29,522 | 32,591 | | Daniel Schumacher | $700,000 | 4,419 | 7,931 | 8,837 | | Michael R. Kenison | $550,000 | 6,943 | 6,231 | 3,472 | | Marc Kermisch | $700,000 | 3,718 | 6,818 | 7,436 | | Robert Bodor | $3,000,000 | 18,935 | 33,986 | 37,870 | | Oleg Ryaboy | $600,000 | 7,574 | 6,798 | 3,787 |
2025 Long-Term Equity-Based Compensation
(1)Upon his appointment as CEO in May 2025, Mr. Krishna received one-time performance-based Inducement Awards in the form of PSUs tied to a three-year performance period, which were not granted under the LTIP, which are not included in the table above. The targeted value of the Inducement Awards was $2,000,000 and the target number of PSUs under the Inducement Awards was 54,320. The value of equity awarded, excluding the one-time performance-based Inducement Awards, to Mr. Krishna in 2025 closely aligns his equity-based compensation with comparable peers in the market. Further, 83% of Mr. Krishna's compensation is considered to be “at risk”. The stock options awarded to our named executive officers in 2025 have an exercise price equal to 100% of the fair market value of a share of our common stock on the date of grant. Each stock option granted to our named executive officers under the LTIP will vest and become exercisable as to 25% of the shares in four annual installments beginning on the first anniversary of the grant date and will have a 10-year term. Unvested options will immediately become vested and exercisable in full upon the named executive officer’s death or disability and if, within one year of a change in control, the named executive officer’s employment is terminated without cause or for good reason. The RSUs awarded to our named executive officers in 2025 will vest as to 25% of the shares in four annual installments beginning on the first anniversary of the grant date. Unvested RSUs will immediately vest in full upon the named executive officer’s death or disability and if, within one year of a change in control, the named executive officer’s employment is terminated without cause or for good reason. No dividend equivalents are paid on the RSUs. The PSUs awarded to our named executive officers in 2025 are expressed in terms of a target number of PSUs (as noted in the table above), with between 0% and 200% of that target number of shares capable of being earned and vesting at the end of the January 1, 2025 to December 31, 2027 performance period depending on our Company’s three-year cumulative TSR performance relative to the Russell 2000 Growth Index. One of Mr. Krishna’s Inducement Awards also includes certain revenue metrics, but the number of such PSUs earned will ultimately depend on the same three-year cumulative TSR performance as the other 2025 PSUs and any earned PSUs will be settled in 2028. The pay and performance scale for the 2025 PSU grants is as follows:
2025 Long-Term Equity-Based Compensation
| Relative TSR Percentile | PSU Payout (% of Target) | | Below 25th percentile | 0% | | 25th percentile | 50% | | 50th percentile | 100% | | 75th percentile or greater | 200% |
2025 Long-Term Equity-Based Compensation
If our cumulative TSR is negative over the performance period, the number of PSUs earned is capped at 100% of target. The number of PSUs determined to have been earned at the end of the performance period will vest at that time, and each vested PSU will be paid out in one share of our common stock. A PSU award will be forfeited if the award recipient’s employment ends before the scheduled vesting date except in situations involving retirement, disability, a qualifying termination under a severance agreement, death or a change in control. If employment ends due to retirement, disability or a qualifying termination under a severance agreement before the scheduled vesting date, a pro rata portion of the number of PSUs that would have been earned at the end of the performance period if employment had continued will vest on the scheduled vesting date. The pro rata portion will be based on the portion of the performance period that elapsed prior to the date of termination. If employment ends due to an award recipient’s death, a pro rata portion (determined in the same manner) of the target number of PSUs will vest at that time. If a change in control of our Company occurs before the scheduled vesting dates of the award, the performance period will be truncated and a pro rata portion of the number of PSUs determined to have been earned during the truncated performance period will vest as of the date of the change in control. The pro rata portion will be based on the portion of original performance period that elapsed prior to the date of the change in control.
PSUs Granted in 2023
PSUs Granted in 2023 The PSUs awarded to our named executive officers in 2023 were expressed in terms of a target number of PSUs, with between 0% and 200% of that target number of shares capable of being earned and vesting at the end of the January 1, 2023 to December 31, 2025 performance period depending on our Company’s three-year cumulative TSR performance relative to the Russell 2000 Growth Index. The pay and performance scale for the 2023 PSU grants was as follows:
PSUs Granted in 2023
| Relative TSR Percentile | PSU Payout (% of Target) | | Below 25th percentile | 0% | | 25th percentile | 50% | | 50th percentile | 100% | | 75th percentile or greater | 200% |
PSUs Granted in 2023
Our cumulative TSR over the January 1, 2023 to December 31, 2025 performance period was 102.8%, equating to 81.5% of the relative TSR, greater than the 75th percentile. As such, the compensation and talent committee determined that the 2023 PSU payout was 200% of target and that 200% of the target number of PSUs under each 2023 PSU award was earned. Based on this determination, the number of 2023 PSUs earned by each named executive officer was as follows:
PSUs Granted in 2023
| Name(1) | Number of 2023 PSUs Earned | | Daniel Schumacher | 20,686 | | Michael R. Kenison | 8,128 | | Robert Bodor(2) | 70,358 | | Oleg Ryaboy(3) | 9,788 |
PSUs Granted in 2023
(1)Mr. Krishna and Mr. Kermisch joined the Company in May 2025 and October 2025, respectively, and therefore did not hold a 2023 PSU award. (2)The number of 2023 PSUs earned by Dr. Bodor were pro rated based on Dr. Bodor's length of service during the performance period and the terms of separation. (3)The number of 2023 PSUs earned by Mr. Ryaboy were pro rated based on Mr. Ryaboy's length of service during the performance period and the terms of separation. The earned 2023 PSU shares vested on January 29, 2026.
Employment Agreements
Employment Agreements
Employment Agreement with Mr. Krishna
Employment Agreement with Mr. Krishna Mr. Krishna's employment agreement, dated May 20, 2025 (the "CEO Agreement"), provides that his employment with the Company is at-will and his employment may be unilaterally terminated by Mr. Krishna or the Company at any time for any reason, subject to the terms of the CEO Agreement. The CEO Agreement provides that Mr. Krishna's employment commenced on May 20, 2025, with an initial term of three years and automatically renews annually unless Mr. Krishna provides a written notice of non-renewal to the Company at least sixty days prior to the anniversary date. Pursuant to the CEO Agreement, Mr. Krishna receives a base salary subject to customary performance and market adjustments over time, and is eligible for an annual target cash incentive bonus payment equal to 100% of his annual base salary. A description of Mr. Krishna’s initial equity awards is set forth above under “—Key Actions and Decisions in 2025 – Executive Officer Transitions.” Mr. Krishna is also eligible to receive an annual equity grant on terms and conditions that are market competitive for his role as CEO and comparable to those applicable to grants made to other senior executives of the Company. Mr. Krishna's severance benefits under the CEO Agreement are summarized under "Potential Payments Upon Termination or Change in Control."
Offer Letter with Mr. Kermisch
Offer Letter with Mr. Kermisch On October 13, 2025, the Company entered into an offer letter agreement (the "CTAIO Agreement") with Mr. Kermisch to serve as the Company's Chief Technology & AI Officer. The CTAIO Agreement provides that Mr. Kermisch is an at-will employee and his employment may be unilaterally terminated by Mr. Kermisch or the Company at any time for any reason. Pursuant to the CTAIO Agreement, Mr. Kermisch receives a base salary subject to customary performance and market adjustments over time, and is eligible for an annual target cash incentive bonus payment equal to 75% of his annual base salary. In November 2025, Mr. Kermisch received an initial equity grant of stock options valued at $175,000 and RSUs valued at $175,000, each vesting over four years, and PSUs valued at $350,000 with the same three-year performance period and metrics as the 2025 PSUs granted to the other NEOs in 2025. Mr. Kermisch will be eligible for an annual equity grant under the LTIP. The Company has entered into a severance agreement with Mr. Kermisch summarized under “Potential Payments Upon Termination or Change in Control”.
Agreements with Dr. Bodor
Agreements with Dr. Bodor Dr. Bodor and the Company were parties to an executive employment agreement, dated January 29, 2021, which was terminated upon Dr. Bodor's departure on May 20, 2025 with the appointment of Mr. Krishna as President and Chief Executive Officer. The severance compensation paid to Dr. Bodor as set forth in his executive employment agreement is described under “Potential Payments upon Termination or Change in Control.” On May 20, 2025, the Company entered into a consulting agreement with Dr. Bodor, and on May 28, 2025, the Company entered into a new consulting agreement (the "Consulting Agreement") with Dr. Bodor, pursuant to which he provided transitional consulting services to the Company as an independent contractor through November 11, 2025. The Consulting Agreement provided that Dr. Bodor was entitled to receive a monthly consulting fee of $5,000, prorated for any partial month. The Consulting Agreement was entered into in order to facilitate an orderly transfer of responsibilities and support continuity of key business relationships and strategic initiatives.
Severance and Change in Control Benefits
Severance and Change in Control Benefits We have entered into severance agreements with our named executive officers who are current employees of the Company, with the exception of Mr. Krishna, whose employment agreement provides for severance benefits. For a summary of the material terms and conditions of our agreements with the named executive officers providing for payments in connection with termination of employment and changes in control of our Company, see “Potential Payments upon Termination or Change in Control.” The equity award agreements under the LTIP provide for “double trigger” acceleration of exercisability or vesting of equity awards in connection with a change in control, meaning that both a change in control and either a failure to continue, assume or replace outstanding awards or a termination of employment are necessary before acceleration will occur. The compensation and talent committee believes that the double trigger structure avoids an unintended windfall to executives who retain their employment and their equity awards in the event of a friendly change in control, but still provides them appropriate incentives to cooperate in negotiating any change in control in which they believe they could lose their jobs.
Tax Considerations
Tax Considerations Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Code Section 4999 imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Code Section 280G based on the executive’s prior compensation. As discussed above, we do not provide tax gross-ups on income attributable to severance or other payments that are deemed made in connection with a change in control. Code Section 409A requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and directors to accelerated income tax liabilities, substantial additional taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefit plans and arrangements for all of our employees and directors, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Code Section 409A. Code Section 162(m) disallows a tax deduction to public companies for compensation of more than $1 million paid in any taxable year to each “covered employee,” consisting of the CEO and the three other highest paid executive officers employed at the end of the year (other than the CFO), plus any person who served as CEO or CFO at any time the year, as well as any person who was ever identified as a covered employee in 2017 or any subsequent year.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation provided to or earned by our named executive officers during our three most recently completed fiscal years:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Suresh Krishna(5) President and Chief Executive Officer | 2025 | 473,846 | 5,612,685 | 600,017 | 489,372 | 11,077 | 7,186,997 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Daniel Schumacher Chief Financial Officer | 2025 | 395,156 | 726,068 | 175,022 | 294,448 | 9,564 | 1,600,258 | | | 2024 | 370,800 | 678,286 | 175,015 | — | 9,206 | 1,233,307 | | | 2023 | 360,000 | 772,719 | 211,023 | 130,285 | 9,102 | 1,483,129 | | Michael R. Kenison(6) Chief Operations Officer | 2025 | 373,284 | 491,509 | 137,506 | 221,495 | 11,200 | 1,234,994 | | | 2024 | 360,706 | 472,786 | 137,504 | 32,068 | 11,200 | 1,014,264 | | | 2023 | 350,200 | 509,867 | 172,525 | 87,348 | 11,200 | 1,131,140 | | Marc Kermisch(7) Chief Technology & AI Officer | 2025 | 76,923 | 603,884 | 175,006 | 65,703 | — | 921,516 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Robert Bodor(8) Former President and Chief Executive Officer | 2025 | 288,432 | 3,111,399 | 750,005 | — | 1,526,725 | 5,676,561 | | | 2024 | 620,000 | 2,906,845 | 750,018 | — | 11,200 | 4,288,063 | | | 2023 | 600,000 | 3,311,588 | 870,010 | 334,063 | 11,200 | 5,126,861 | | Oleg Ryaboy(9) Former Chief Technology Officer | 2025 | 314,994 | 536,144 | 150,019 | — | 945,516 | 1,946,673 | | | 2024 | 360,500 | 601,655 | 175,015 | — | 11,200 | 1,148,370 | | | 2023 | 350,000 | 648,885 | 210,024 | 97,435 | 11,200 | 1,317,544 |
Summary Compensation Table
(1)Amounts shown in this column reflect the aggregate grant date fair value of the RSUs and PSUs (at target) granted in 2025, 2024 and 2023 and are computed in accordance with ASC Topic 718, Compensation—Stock Compensation (ASC 718) as discussed in Note 12 to our Consolidated Financial Statements for the year ended December 31, 2025 contained in our Annual Report on Form 10-K for the year ended December 31, 2025, based on the closing stock price on the grant date. The grant date fair value of RSUs granted in 2025 and the grant date fair value of the PSUs granted in 2025 if target performance and maximum performance is achieved are as follows:
Summary Compensation Table
| Name | RSUs | PSUs | | | | | Grant Date Fair Value | Approved Target Value(a) | Target Grant Date Fair Value | Maximum Grant Date Fair Value | | Suresh Krishna | $600,019 | $3,200,000 | $5,012,666 | $10,025,332 | | Daniel Schumacher | $175,037 | $350,000 | $551,031 | $1,102,062 | | Michael R. Kenison | $275,012 | $137,500 | $216,497 | $432,994 | | Marc Kermisch | $175,006 | $350,000 | $428,878 | $857,756 | | Robert Bodor | $750,015 | $1,500,000 | $2,361,384 | $4,722,768 | | Oleg Ryaboy | $300,006 | $150,000 | $236,138 | $472,276 |
Summary Compensation Table
a.Amounts in this Approved Target Value column are calculated by multiplying the target number of PSUs awarded to our NEOs in 2025 by our stock price of $39.61 on the February grant date, $36.82 on the May grant date and $47.07 on the November grant date, as applicable based on when the PSUs were granted to the NEO, consistent with the target 2025 PSU values approved by the compensation and talent committee and subject to rounding. The amounts reported in the Target Grant Date Fair Value column of this table and included in the Stock Awards column of the Summary Compensation Table differ, as those values reflect the grant date fair value of each award as required to be calculated in accordance with ASC 718. We believe that the amounts in the Approved Target Value column are a more accurate representation of the values approved by the compensation and talent committee to be granted to our NEOs. (2)Amounts shown in this column represent the grant date fair values computed in accordance with ASC 718 utilizing the assumptions discussed in Note 12 to our Consolidated Financial Statements for the year ended December 31, 2025 contained in our Annual Report on Form 10-K for the year ended December 31, 2025, and disregarding the effects of any estimates of forfeitures related to service-based vesting. (3)Amounts shown in this column represent amounts earned under our annual incentive program during each respective year and paid early in the following year. (4)Amounts shown in this column for all named executive officers represent Company contributions to our 401(k) retirement plan. For Dr. Bodor, the amount shown in this column for 2025 also includes: (i) a cash severance payment ($1,272,000), (ii) the value of the accelerated vesting of 9,086 stock options, calculated based on the difference between the exercise price and our closing stock price on the date of termination, multiplied by the number of options that accelerated ($41,828); (iii) the value of the accelerated vesting of 4,796 RSUs, calculated based on the number of RSUs that accelerated multiplied by our closing stock price on the date of termination ($196,013) and (iv) COBRA payments of $6,439. For Mr. Ryaboy, the amount shown in this column for 2025 also includes: (i) a cash severance payment ($513,965); (ii) the value of the accelerated vesting of 5,784 stock options, calculated based on the difference between the exercise price and our closing stock price on the date of termination, multiplied by the number of options that accelerated ($78,876); (iii) the value of the accelerated vesting of 6,709 RSUs, calculated based on the number of RSUs that accelerated multiplied by our closing stock price on the date of termination ($333,840). and (iv) COBRA payments of $7,635. For additional information regarding Dr. Bodor's and Mr. Ryaboy’s severance benefits, see “Potential Payments upon Termination or Change in Control – Severance Paid to Dr. Bodor" and "Potential Payments upon Termination or Change in Control – Severance Paid to Mr. Ryaboy." (5)Mr. Krishna joined the Company as President and CEO on May 20, 2025. (6)Mr. Kenison began serving as Chief Operations Officer on August 1, 2024. Prior to being named Chief Operations Officer, Mr. Kenison served as Vice President/General Manager - Americas of our Company. (7)Mr. Kermisch joined the Company as Chief Technology & AI Officer on October 13, 2025. (8)Dr. Bodor's employment terminated on May 20, 2025 and he agreed to provide consulting services to the Company as an independent contractor through November 11, 2025. The amount shown for Dr. Bodor in the Salary column represents the amount actually paid to him during 2025 as salary during the time he served as CEO ($261,115) and as a consulting fee during the time he served as a consultant ($27,317). (9)Mr. Ryaboy ceased being an executive officer on October 3, 2025 and his employment terminated on November 2, 2025.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The annual incentive plan is described in the Compensation Discussion and Analysis (“CD&A”). The LTIP, including a description of types of equity awards, vesting schedules, performance conditions, and events that would accelerate vesting, for grants made in 2025 is summarized in the CD&A. No dividends or dividend equivalents are paid on RSUs or PSUs. The following table summarizes the grants of plan-based awards made to our named executive officers during the year ended December 31, 2025:
Grants of Plan-Based Awards
| | | Compensation and Talent Committee | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Suresh Krishna | | | 99,310 | 496,552 | 993,104 | | | | | | | | | | 5/23/2025 | 5/16/2025 | | | | | | | 16,296 | | | 600,019 | | | 5/23/2025(4) | 5/16/2025 | | | | | | | | 29,522 | 36.82 | 600,017 | | | 5/23/2025 | 5/16/2025 | | | | 16,296 | 32,591 | 65,182 | | | | 1,879,714 | | | 5/23/2025 | 5/16/2025 | | | | 27,160 | 54,320 | 108,640 | | | | 3,132,952 | | Daniel Schumacher | | | 59,754 | 298,768 | 597,536 | | | | | | | | | | 2/25/2025 | 2/18/2025 | | | | | | | 4,419 | | | 175,037 | | | 2/25/2025(4) | 2/18/2025 | | | | | | | | 7,931 | 39.61 | 175,022 | | | 2/25/2025 | 2/28/2025 | | | | 4,419 | 8,837 | 17,674 | | | | 551,031 | | Michael R. Kenison | | | 41,519 | 207,595 | 415,189 | | | | | | | | | | 2/25/2025 | 2/18/2025 | | | | | | | 6,943 | | | 275,012 | | | 2/25/2025(4) | 2/18/2025 | | | | | | | | 6,231 | 39.61 | 137,506 | | | 2/25/2025 | 2/28/2025 | | | | 1,736 | 3,472 | 6,944 | | | | 216,497 | | Marc Kermisch | | | 13,333 | 66,667 | 133,334 | | | | | | | | | | 11/17/2025 | 9/16/2025 | | | | | | | 3,718 | | | 175,006 | | | 11/17/2025(4) | 9/16/2025 | | | | | | | | 6,818 | 47.07 | 175,009 | | | 11/17/2025 | 9/16/2025 | | | | 3,718 | 7,436 | 14,872 | | | | 428,878 | | Robert Bodor(5) | | | 127,200 | 636,000 | 1,272,000 | | | | | | | | | | 2/25/2025 | 2/18/2025 | | | | | | | 18,935 | | | 750,015 | | | 2/25/2025(4) | 2/18/2025 | | | | | | | | 33,986 | 39.61 | 750,005 | | | 2/25/2025 | 2/28/2025 | | | | 18,935 | 37,870 | 75,740 | | | | 2,361,384 | | Oleg Ryaboy(5) | | | 30,412 | 152,059 | 304,118 | | | | | | | | | | 2/25/2025 | 2/18/2025 | | | | | | | 7,574 | | | 300,006 | | | 2/25/2025(4) | 2/18/2025 | | | | | | | | 6,798 | 39.61 | 150,019 | | | 2/25/2025 | 2/28/2025 | | | | 1,894 | 3,787 | 7,574 | | | | 236,138 |
Grants of Plan-Based Awards
(1)As discussed above in “Compensation Discussion and Analysis—Elements of Executive Compensation,” amounts in this column represent an award of PSUs under the LTIP (other than the Inducement Awards, which were granted outside of the LTIP) capable of being earned and vesting at the end of a three-year performance period depending on our Company’s three-year cumulative TSR performance relative to the Russell 2000 Growth Index and the award recipient’s continued employment, other than one-half of the Inducement Awards, which are also subject to a revenue metric. The PSU vesting terms in the event of certain terminations of employment or a change in control of our Company are described above in “Elements of Executive Compensation—Long-Term Equity-Based Compensation.” No dividend equivalents are paid on the PSUs. (2)Amounts in this column represent awards of RSUs under the LTIP which vest as to 25% of the shares in four annual installments beginning on February 25, 2026, May 23, 2026 or November 17, 2026 depending on the grant date. Unvested RSUs will immediately vest in full upon the named executive officer’s death or disability and if, within one year of a change in control, the named executive officer’s employment is terminated without cause or for good reason. No dividend equivalents are paid on the RSUs. (3)The actual value to be realized by a named executive officer depends upon the appreciation in value of our stock and the length of time the award is held. No value will be realized with respect to any stock option award if our stock price does not increase following the grant date. For a description of the assumptions used in computing grant date fair value for stock option awards pursuant to ASC 718, see Note 12 to our Consolidated Financial Statements for the year ended December 31, 2025 contained in our Annual Report on Form 10-K. The grant date fair value of each RSU award and PSU award (at target) was computed in accordance with ASC 718. (4)Amounts in this row represent awards of stock options under the LTIP which generally vest as to 25% of the shares in four annual installments beginning on February 25, 2026, May 23, 2026 or November 17, 2026 depending on the grant date. Unvested options will immediately vest and become exercisable in full upon the named executive officer’s death or disability and if, within one year of a change in control, the named executive officer’s employment is terminated without cause or for good reason. (5)For information regarding the treatment of Dr. Bodor's and Mr. Ryaboy's equity awards in connection with his termination of employment, see "Potential Payments upon Termination or Change in Control - Severance Paid to Dr. Bodor" and "Potential Payments upon Termination or Change in Control - Severance Paid to Mr. Ryaboy."
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End The following table provides information on each named executive officer’s outstanding equity awards as of December 31, 2025.
Outstanding Equity Awards at 2025 Year-End
| | Option Awards | | | | | Stock Awards | | | | | | Name | Option Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Suresh Krishna | 05/23/25 | — | 29,522 | 36.82 | 05/23/35 | | | | | | | | | | | | | 05/23/25 | 16,296 | 824,415 | | | | | | | | | | | 16,296(3) | 824,415 | | | | | | | | | | 05/23/25 | | | 59,751(4) | 3,022,803 | | | | | | | | 05/23/25 | | | 27,160(5) | 1,374,024 | | Daniel Schumacher | 05/16/18 | 186 | — | 117.55 | 05/16/28 | | | | | | | | 05/15/19 | 532 | — | 106.85 | 05/15/29 | | | | | | | | 05/19/20 | 1,025 | — | 117.00 | 05/20/30 | | | | | | | | 05/18/21 | 1,936 | — | 95.40 | 05/18/31 | | | | | | | | 08/30/22 | 4,737 | 1,580 | 39.11 | 08/30/32 | | | | | | | | 08/30/22 | 1,716 | 572 | 39.11 | 08/30/32 | | | | | | | | 02/14/23 | 3,135 | — | 33.84 | 02/14/26 | | | | | | | | 02/14/23 | 4,907 | 4,908 | 33.84 | 02/14/33 | | | | | | | | 02/13/24 | 2,404 | 7,212 | 33.52 | 02/13/34 | | | | | | | | 02/25/25 | — | 7,931 | 39.61 | 02/25/35 | | | | | | | | | | | | | 08/30/22 | 2,098 | 106,138 | | | | | | | | | | 02/14/23 | 2,586 | 130,826 | | | | | | | | | | 02/13/24 | 3,916 | 198,110 | | | | | | | | | | 02/25/25 | 4,419 | 223,557 | | | | | | | | | | | 13,019(6) | 658,631 | | | | | | | | | | 02/13/24 | | | 10,442(7) | 528,261 | | | | | | | | 02/25/25 | | | 8,837(4) | 447,064 |
Outstanding Equity Awards at 2025 Year-End
| | Option Awards | | | | | Stock Awards | | | | | | Name | Option Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Michael R. Kenison | 05/16/18 | 465 | — | 117.55 | 05/16/28 | | | | | | | | 05/15/19 | 1,596 | — | 106.85 | 05/15/29 | | | | | | | | 05/19/20 | 2,081 | — | 117.00 | 05/20/30 | | | | | | | | 05/18/21 | 2,943 | — | 95.40 | 05/18/31 | | | | | | | | 02/15/22 | 3,031 | 1,011 | 59.40 | 02/13/32 | | | | | | | | 02/14/23 | 3,856 | 3,856 | 33.84 | 02/14/33 | | | | | | | | 02/13/24 | 1,888 | 5,667 | 33.52 | 02/13/34 | | | | | | | | 02/25/25 | — | 6,231 | 39.61 | 02/25/35 | | | | | | | | | | | | | 02/15/22 | 947 | 47,909 | | | | | | | | | | 02/14/23 | 4,064 | 205,598 | | | | | | | | | | 02/13/24 | 6,154 | 311,331 | | | | | | | | | | 02/25/25 | 6,943 | 351,246 | | | | | | | | | | | 18,108(8) | 916,084 | | | | | | | | | | 02/13/24 | | | 4,103(7) | 207,571 | | | | | | | | 02/25/25 | | | 3,472(4) | 175,648 | | Marc Kermisch | 11/17/25 | — | 6,818 | 47.07 | 11/17/35 | | | | | | | | | | | | | 11/17/25 | 3,718 | 188,094 | | | | | | | | | | | 3,718(9) | 188,094 | | | | | | | | | | 11/17/25 | | | 7,436(4) | 376,187 | | Robert Bodor(10) | 02/08/16 | 5,673 | — | 57.88 | 02/08/26 | | | | | | | | 02/13/17 | 3,628 | — | 58.35 | 02/11/26 | | | | | | | | 02/12/18 | 3,004 | — | 105.75 | 02/11/26 | | | | | | | | 02/11/19 | 3,204 | — | 104.99 | 02/11/26 | | | | | | | | 02/10/20 | 3,668 | — | 96.72 | 02/11/26 | | | | | | | | 02/16/21 | 2,190 | — | 180.46 | 02/11/26 | | | | | | | | 03/01/21 | 9,652 | — | 150.86 | 02/11/26 | | | | | | | | 02/15/22 | 20,514 | — | 59.40 | 02/11/26 | | | | | | | | | | | | | 02/13/24 | | | 20,598(7) | 1,042,053 | | | | | | | | 02/25/25 | | | 4,808(4) | 243,237 | | Oleg Ryaboy(11) | 09/09/22 | 5,862 | — | 40.06 | 02/02/26 | | | | | | | | 02/14/23 | 9,717 | — | 33.84 | 02/02/26 | | | | | | | | 02/13/24 | 4,130 | — | 33.52 | 02/02/26 | | | | | | | | 02/25/25 | 1,164 | — | 39.61 | 02/02/26 | | | | | | | | | | | | | 02/13/24 | | | 3,200(7) | 161,888 | | | | | | | | 02/25/25 | | | 1,055(4) | 53,372 |
Outstanding Equity Awards at 2025 Year-End
(1)For option awards granted prior to February 25, 2025, with the exception of the February 14, 2023 option awards that vested in full on February 13, 2024 and expire on February 14, 2026, and the May option awards that vest as to 25% of the shares subject to each award in four annual installments on May 20 each year, the February, March, August and September option awards vest as to 25% of the shares subject to each award in four annual installments on February 13 of each year. For option awards granted on and subsequent to February 25, 2025, with the exception of the November 17, 2025 option award that vests as to 25% of the shares subject to each award in four annual installments on November 15 of each year, the option awards vest as to 25% of the shares subject to each award in four annual installments on the grant date anniversary of each year. (2)Based on the $50.59 per share closing price of our common stock on the NYSE on December 31, 2025, the last trading day of 2025. (3)The RSUs listed vest as to 4,074 shares subject to the units on each of May 23, 2026, 2027, 2028, and 2029, (4)Represents PSUs granted in 2025 that may be earned and vest based on our Company’s three-year cumulative TSR performance relative to the Russell 2000 Growth Index over the period of January 1, 2025 to December 31, 2027. (5)Represents PSUs granted in 2025 that may be earned and vest based on a performance condition with anywhere between 0 percent and 100 percent of the target number capable of being achieved during two six-month performance periods depending on revenue and then anywhere between 0 percent and 200 percent of such achieved PSUs capable of being earned and vesting based our Company’s three-year cumulative TSR performance relative to the Russell 2000 Growth Index over the period of January 1, 2025 to December 31, 2027. (6)In the order presented in the table, the RSUs listed vest as to: •1,539 shares subject to the units on February 13, 2026, and 559 shares subject to the units on May 20, 2026, •1,293 shares subject to the units on each of February 13, 2026 and 2027, •1,305 shares subject to the units on each of February 13, 2026, 2027, and 2028, and •1,105 shares subject to the units on each of February 25, 2026, 2027, 2028, and 2029. (7)Represents PSUs granted in 2024 that may be earned and vest based on our Company’s three-year cumulative TSR performance relative to the Russell 2000 Growth Index over the period of January 1, 2024 to December 31, 2026. (8)In the order presented in the table, the RSUs listed vest as to: •947 shares subject to the units on February 13, 2026, •2,032 shares subject to the units on each of February 13, 2026, and 2027, •2,051 shares subject to the units on each of February 13, 2026, 2027, and 2028, and •1,736 shares subject to the units on each of February 25, 2026, 2027, 2028, and 2029. (9)The RSUs listed vest as to 929 shares subject to the units on each of November 15, 2026, 2027, 2028, and 2029. (10)For information regarding the treatment of Dr. Bodor's outstanding equity awards in connection with his termination of employment, see "Potential Payments upon Termination or Change in Control - Severance Paid to Dr. Bodor." (11)For information regarding the treatment of Mr. Ryaboy's outstanding equity awards in connection with his termination of employment, see "Potential Payments upon Termination or Change in Control - Severance Paid to Mr. Ryaboy."
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Suresh Krishna | — | — | — | — | | Daniel Schumacher | — | — | 28,895 | 1,465,593 | | Michael R. Kenison | 3,048 | 49,786 | 15,717 | 771,213 | | Marc Kermisch | — | — | — | — | | Robert Bodor | 49,212 | 823,542 | 114,658 | 5,702,943 | | Oleg Ryaboy | — | — | 24,033 | 1,193,712 |
Option Exercises and Stock Vested in 2025
(1)The value realized on exercise is calculated as the difference between the closing price of our common stock on the date of exercise as reported by the New York Stock Exchange for the number of shares acquired upon exercise and the applicable option exercise price for those shares. (2)Includes (a) RSUs that vested in 2025 and (b) the PSUs granted in 2023 that were determined to be earned based on our Company's three-year cumulative TSR performance relative to the Russell 2000 Growth Index over the period of January 1, 2023 to December 31, 2025, which earned PSUs vested on the date the compensation and talent committee determined the number of PSUs earned. (3)The value realized on vesting is calculated by multiplying the number of shares vested by the closing price of our common stock on the vesting date as reported by the New York Stock Exchange.
Pension Benefits
Pension Benefits We do not offer any defined benefit pension plans.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not offer any nonqualified deferred compensation plans.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Below is a description of the agreements, plans and arrangements that were in effect as of December 31, 2025 providing for payments or benefits to our named executive officers upon termination of employment or in connection with a change in control of our Company.
Potential Payments
Potential Payments The following table sets forth quantitative information with respect to potential payments to be made to each of the named executive officers, other than Dr. Bodor and Mr. Ryaboy, or their beneficiaries upon termination in various circumstances, assuming termination on December 31, 2025. In the following table, unless indicated otherwise, all equity is listed at its dollar value as of December 31, 2025 and all stock options are valued based on the difference between $50.59, the closing price for one share of our common stock on the NYSE on December 31, 2025 (the last trading day of 2025), and the applicable exercise price. Dr. Bodor and Mr. Ryaboy are not included in the following table because each of them terminated their employment prior to December 31, 2025, and in line with SEC guidance, we have provided information regarding payments and benefits for their actual termination event in the sections above entitled “Severance Paid to Dr. Bodor" and "Severance Paid to Mr. Ryaboy."
Potential Payments
| Name | Termination Without Cause or For Good Reason Not During Transition Period or in Anticipation of Change in Control ($) | Termination Without Cause or For Good Reason Upon a Change in Control or During Transition Period ($) (1) | Termination Without Cause or For Good Reason in Anticipation of Change in Control ($) (2) | Death ($) | Disability ($) | Change in Control Without Termination ($) | Retirement ($) | | Suresh Krishna | | | | | | | | | Base Salary Payment | 800,000 | 1,600,000 | 800,000 | — | — | — | — | | Incentive Payment | 800,000 | 1,600,000 | 800,000 | — | — | — | — | | Benefits Continuation | 8,698 | 13,048 | 4,349 | — | — | — | — | | Accelerated Option Vesting | 101,629 | 406,518 | 406,518 | 406,518 | 406,518 | — | — | | Accelerated RSU Vesting | 206,104 | 824,415 | 824,415 | 824,415 | 824,415 | — | — | | Accelerated PSU Vesting(3) | — | — | — | 1,465,609 | — | 1,465,609 | — | | Daniel Schumacher | | | | | | | | | Base Salary Payment | 425,000 | 425,000 | 425,000 | — | — | — | — | | Incentive Payment | 318,750 | 318,750 | 318,750 | — | — | — | — | | Benefits Continuation | 190 | 190 | 190 | — | — | — | — | | Accelerated Option Vesting | 128,616 | 317,105 | 317,105 | 317,105 | 317,105 | — | — | | Accelerated RSU Vesting | 293,477 | 658,631 | 658,631 | 658,631 | 658,631 | — | — | | Accelerated PSU Vesting(3) | — | — | — | 501,195 | — | 501,195 | — | | Michael R. Kenison | | | | | | | | | Base Salary Payment | 385,000 | 385,000 | 385,000 | — | — | — | — | | Incentive Payment | 231,000 | 231,000 | 231,000 | — | — | — | — | | Benefits Continuation | 16,998 | 16,998 | 16,998 | — | — | — | — | | Accelerated Option Vesting | 81,643 | 229,740 | 229,740 | 229,740 | 229,740 | — | — | | Accelerated RSU Vesting | 342,296 | 916,084 | 916,084 | 916,084 | 916,084 | — | — | | Accelerated PSU Vesting(3) | — | — | — | 196,930 | — | 196,930 | — | | Marc Kermisch | | | | | | | | | Base Salary Payment | 400,000 | 400,000 | 400,000 | — | — | — | — | | Incentive Payment | 300,000 | 300,000 | 300,000 | — | — | — | — | | Benefits Continuation | — | — | — | — | — | — | — | | Accelerated Option Vesting | 6,000 | 23,999 | 23,999 | 23,999 | 23,999 | — | — | | Accelerated RSU Vesting | 47,023 | 188,094 | 188,094 | 188,094 | 188,094 | — | — | | Accelerated PSU Vesting(3) | — | — | — | 125,396 | — | 125,396 | — |
Potential Payments
(1)The LTIP provides that, in connection with a change in control, we may, among other actions, (i) arrange for the surviving or successor entity to continue, assume or replace outstanding awards under the LTIP, (ii) accelerate the vesting and exercisability of outstanding awards upon the occurrence of the change in control or (iii) cancel outstanding awards in exchange for payment of the amount of consideration that would have been received in the change in control for the number of shares subject to the award, less the aggregate exercise price (if any) of the award. The amounts shown assume acceleration of all outstanding awards under the LTIP in connection with a change in control. (2)Pursuant to agreements between us and each of our named executive officers, each such named executive officer is entitled to the payments and benefits summarized above if his or her employment terminates within 90 days prior to a change in control, and if the termination is without cause or for good reason and the executive reasonably demonstrates within 30 days after the change in control that the qualifying termination arose in connection with or in anticipation of the change in control. (3)Upon termination of the executive officer’s employment by us without cause or by the executive for good reason or due to retirement or disability, a pro rata portion (based on the portion of the performance period that elapsed prior to the date of termination) of the number of PSUs that would have been earned at the end of the applicable performance periods if employment had continued will vest on the scheduled vesting date. Because the PSU awards are not accelerated under such circumstances, and because the determination regarding the number of outstanding PSUs to be earned cannot be made until after the applicable performance periods end on December 31, 2026 and 2027, no accelerated values for outstanding PSU awards are included in the table columns relating to retirement, disability and without cause and good reason terminations. Upon a change in control of our Company, the performance period for the PSUs is truncated and a pro rata portion (based on the portion of original performance period that elapsed prior to the date of the change in control) of the number of PSUs determined to have been earned during the truncated performance period vests as of the date of the change in control. The amounts included in the table reflect the PSUs earned assuming the applicable performance periods had ended on December 31, 2025, prorated based on the portion of the original performance periods that had elapsed prior to December 31, 2025 and assuming 100% attainment of the performance-based awards. Upon the executive officer’s death, a pro rata portion of the target number of PSUs vest.
CEO Pay Ratio
CEO Pay Ratio We determined that the 2025 annual total compensation of the median employee was $60,344. Because our current CEO, Suresh Krishna, was CEO for only a portion of 2025, for purposes of calculating his 2025 total compensation for the pay ratio, we annualized his base salary and the actual annual incentive plan payout for 2025, and included all other components of his compensation in the same amounts as disclosed in the Summary Compensation Table, which included the value of his one-time Inducement Awards. As a result, our CEO's annualized total compensation for 2025 was $7,812,579; and the ratio of this amount to the median employee's annual total compensation was 129-to-1. For our 2025 CEO pay ratio analysis, we determined that we could use the same median employee that we identified in 2023, as permitted by SEC rules. There has been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our 2025 pay ratio disclosure. Similarly, there has been no change in our median employee’s circumstances that we reasonably believe would result in a significant change to our 2025 pay ratio disclosure. As of December 31, 2023, our total population consisted of 2,415 employees excluding our CEO. To identify the median compensated employee, we used a Consistently Applied Compensation Measure (CACM) defined as the aggregation of base salary or regular wages and overtime pay. Further, we annualized salaries and wages for individuals not employed for a full year in 2023. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated 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 compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance
Pay Versus Performance The following table sets forth additional compensation information of our CEO and our other NEOs (averaged) along with TSR, net income (loss), and revenue in constant currency for our 2021, 2022, 2023, 2024 and 2025 fiscal years:
Pay Versus Performance
| Year | Summary Compensation Table Total for Suresh Krishna(1) | Compensation Actually Paid (CAP) to Suresh Krishna(1,2) | Summary Compensation Table Total for Robert Bodor(1) | Compensation Actually Paid (CAP) to Robert Bodor(1,2) | Summary Compensation Table Total for Victoria Holt(1) | Compensation Actually Paid (CAP) to Victoria Holt(1,2) | Average Summary Compensation Table Total for Non-CEO NEOs(1) | Average Compensation Actually Paid (CAP) to Non- CEO NEOs(1,2) | Value of Initial Fixed $100 Investment Based On:(3) | | Net Income (Loss) (in thousands) | Non-GAAP Revenue in Constant Currency (in thousands) (5) | | | | | | | | | | | Company TSR | Peer Group TSR(4) | | | | 2025 | $7,186,997 | $9,989,409 | $5,676,561 | $2,407 | NA | NA | $1,425,860 | $1,734,846 | $33.0 | $135.9 | $21,241 | $531,244 | | 2024 | NA | NA | $4,288,063 | $4,495,491 | NA | NA | $1,212,388 | $1,048,910 | $25.5 | $107.7 | $16,593 | $499,014 | | 2023 | NA | NA | $5,126,861 | $6,729,460 | NA | NA | $1,242,867 | $1,552,217 | $25.4 | $85.0 | $17,220 | $504,044 | | 2022 | NA | NA | $4,619,545 | $2,034,934 | NA | NA | $1,017,900 | $550,832 | $16.6 | $79.7 | ($103,462) | $500,005 | | 2021 | NA | NA | $3,022,116 | $504,316 | $178,812 | ($5,566,128) | $1,187,153 | ($354,016) | $33.5 | $120.0 | $33,372 | $484,799 |
Pay Versus Performance
(1)The current CEO is Suresh Krishna, who began service as CEO effective May 20, 2025. The former CEOs are Robert Bodor, who served as CEO effective March 1, 2021 until May 20, 2025 and Victoria M. Holt, who retired effective February 28, 2021.
Pay Versus Performance
| Year | Current CEO | Former CEO | Non-CEO NEOs | | 2025 | Suresh Krishna | Robert Bodor | Daniel Schumacher, Michael R. Kenison, Marc Kermisch, and Oleg Ryaboy | | 2024 | | Robert Bodor | Daniel Schumacher, Michael R. Kenison, Oleg Ryaboy, and Bjoern Klaas | | 2023 | | Robert Bodor | Daniel Schumacher, Michael R. Kenison, Bjoern Klaas, and Oleg Ryaboy | | 2022 | | Robert Bodor | Daniel Schumacher, Michael R. Kenison, Bjoern Klaas, Oleg Ryaboy, and Arthur R. Baker III | | 2021 | | Robert Bodor and Victoria Holt | Daniel Schumacher, Arthur R. Baker III, Michael R. Kenison, Bjoern Klaas, and John A. Way |
Pay Versus Performance
(2)We did not report a change in pension value for any of the years reflected in this table; therefore, an adjustment to the SCT totals related to pension value is not needed. To calculate compensation actually paid (“CAP”), the following adjustments were made to SCT Total Compensation: 2025 CAP for Suresh Krishna, Robert Bodor and the average CAP for the non-CEO NEOs reflects the following adjustments from Total Compensation reported in the SCT:
Pay Versus Performance
| | Suresh Krishna | Robert Bodor | Average | | | | | Non-CEO NEOs | | Total 2025 Compensation reported in Summary Compensation Table (SCT) | $7,186,997 | $5,676,561 | $1,425,860 | | Adjustments for stock and option awards | | | | | Subtract SCT amounts of stock and option awards | (6,212,702) | (3,861,404) | (748,790) | | Add fair value at year-end of awards granted during 2025 that are outstanding and unvested at 2025 year-end | 9,015,114 | 411,084 | 782,077 | | +/- The difference between fair value of awards from the end of 2024 to the end of 2025 for awards granted in any prior fiscal year that are outstanding and unvested at 2025 year-end | — | 532,458 | 224,203 | | Add the fair value as of the vesting date for awards granted and vesting during 2025 | — | 55,390 | 19,257 | | +/- The change in fair value from the end of 2024 to the vesting date for awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during 2025 | — | 661,484 | 205,488 | | Subtract fair value at end of prior year for awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during 2025 | — | (3,473,166) | (173,250) | | Add dividends or other earnings paid on stock or option awards in 2025 prior to vesting if not otherwise included in total compensation for 2025 | — | — | — | | Compensation Actually Paid for 2025 (as calculated) | $9,989,409 | $2,407 | $1,734,846 |
Pay Versus Performance
(3)TSR, in the case of both our Company and our peer group, reflects the cumulative return of $100 as if invested on December 31, 2020, including reinvestment of any dividends. (4)For our pay versus performance disclosures, we have used our CD&A Peer Groups for 2023, 2024, and 2025. Prior to using the CD&A Peer Group, we used the Russell 2000 Growth Index. Determining the CD&A Peer Groups is discussed in the CD&A for each respective year and includes the following companies for the 2023, 2024 and 2025 fiscal years:
Pay Versus Performance
| Year | CD&A Peer Group | | 2025 | Allient Inc., Badger Meter, Inc., CTS Corporation, Enerpac Tool Group Corp., ESCO Technologies Inc., FARO Technologies, Inc., Helios Technologies, Inc., Lindsay Corporation, nLIGHT, Inc., Rimini Street, Inc., Semtech Corporation, Vicor Corporation, Vishay Precision Group, Inc., Xometry, Inc. | | 2024 | 3D Systems Corporation, Allient, Inc., Badger Meter, Inc., Cerence Inc., CTS Corporation, Enerpac Tool Group Corp, ESCO Technologies, Inc., FARO Technologies, Inc., Helios Technologies Inc., Lindsay Corporation, Rimini Street, Inc., Semtech Corporation, SPS Commerce, Inc., Vicor Corporation, and Vishay Precision Group, Inc. | | 2023 | 3D Systems Corporation, Badger Meter, Inc., Cerence Inc., CTS Corporation, Enerpac Tool Group Corp, ESCO Technologies, Inc., FARO Technologies, Inc., Helios Technologies Inc., Lindsay Corporation, Novanta Inc., RBC Bearings Incorporated, Semtech Corporation, SPS Commerce, Inc., and Vicor Corporation. |
Pay Versus Performance
A comparison of our TSR, the Russell 2000 Growth Index TSR, and our CD&A Peer Group TSR (adjusted for each respective year's group) is below:
Pay Versus Performance
| Value of $100 Initial Fixed Investment on December 31, 2020 | | | | | | | Year | PRLB | Russell 2000 Growth Index | 2023 CD&A Peer Group | 2024 CD&A Peer Group | 2025 CD&A Peer Group | | 2025 | $33.0 | $134.4 | $178.1 | $113.2 | $135.9 | | 2024 | $25.5 | $119.1 | $168.5 | $114.0 | $107.7 | | 2023 | $25.4 | $106.8 | $151.9 | $98.4 | $85.0 | | 2022 | $16.6 | $91.4 | $127.4 | $88.5 | $79.7 | | 2021 | $33.5 | $114.8 | $196.3 | $152.8 | $120.0 |
Pay Versus Performance
(5)Our Company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we used to link CAP for our NEOs for fiscal 2025 to our Company’s performance is our Company’s revenue in constant currency, a non-GAAP measure, which is GAAP revenue calculated to exclude the impact of foreign currency exchange rates. For information regarding GAAP revenue and the impact of foreign currency exchange rates, see our earnings release filed as an exhibit to our Current Report on Form 8-K filed on February 6, 2026 and Appendix B to this Proxy Statement..
Compensation Actually Paid Versus TSR
Compensation Actually Paid Versus TSR TSR in the above chart, in the case of both our Company and our peer group, reflects the cumulative return of $100 as if invested on December 31, 2020, including reinvestment of any dividends.
Compensation Actually Paid Versus Net Income (Loss)
Compensation Actually Paid Versus Net Income (Loss)
Compensation Actually Paid Versus Revenue in Constant Currency
Compensation Actually Paid Versus Revenue in Constant Currency Compensation decisions at our Company are made independently of disclosure requirements. Therefore, the relationships between pay and performance as described above were not considered by the compensation and talent committee in determining CAP for any of the five years reported.
Compensation Actually Paid Versus Revenue in Constant Currency
| DIRECTOR COMPENSATION |
Compensation Actually Paid Versus Revenue in Constant Currency
Our director compensation program is designed to compensate our non-employee directors fairly for work required for a company of our size and scope and to align our non-employee directors’ interests with the long-term interests of our shareholders. Directors who are also our employees receive no additional compensation for serving on our board of directors. The non-employee director compensation program provides the directors with the option to elect whether to receive their annual equity award in the form of restricted stock units or deferred stock units (“DSUs”). This feature is designed to provide flexibility to our directors and to also make our director compensation program consistent with those of the companies in our peer group. A summary of our non-employee director compensation program in 2025 follows:
Compensation Actually Paid Versus Revenue in Constant Currency
| Annual cash retainer: | $50,000 | | Additional annual cash retainer for Chairman: | $80,000 | | Annual cash retainer for committee chairs: | Audit Committee: $20,000 Compensation and Talent Committee: $15,000 Nominating and Governance Committee: $10,000 | | Annual cash retainer for other committee members: | Audit Committee: $8,000 Compensation and Talent Committee: $6,000 Nominating and Governance Committee: $4,000 | | Annual equity award: | $145,000 grant date fair value of restricted stock units or deferred stock units (at the director’s election) which become vested in full on the earlier of the first anniversary of the grant date or the date of the next annual meeting of our shareholders | | New director equity award: | Restricted stock units or deferred stock units (at the director’s election) with $145,000 grant date fair value, granted and vested on the date the director is first elected to the board | | | In addition, a grant of pro-rata portion of the restricted stock units or deferred stock units (at the director’s election) which was granted to directors at the most recent annual meeting of shareholders, which will vest on the first anniversary of the grant date | | Meeting fees: | Generally none, but the compensation and talent committee has the discretion to provide for meeting fees if the number of board of directors meetings exceeds eight per year or if the number of meetings of any committee exceeds six per year |
Compensation Actually Paid Versus Revenue in Constant Currency
The compensation and talent committee periodically reviews the compensation arrangements for our non-employee directors and makes recommendations to our board of directors. In February 2026, the compensation and talent committee, with the advice of its compensation consultant, conducted a review of our director compensation program. This review analyzed the structure, overall level, and mix of compensation delivered by our director compensation program compared to our peer group. The analysis found that the total annual compensation was approximately at the 25th percentile, driven mostly by a below market cash retainer. Following this review, the compensation and talent committee recommended, and our board of directors approved, changes to our director compensation program for 2026, effective as of the Annual Meeting. Among other things, the compensation and talent committee eliminated the initial full-year annual equity award previously granted to newly appointed directors. The non-employee director compensation program maintains the initial pro-rated annual equity award to newly appointed directors. A summary of our non-employee director compensation program in 2026, effective as of the Annual Meeting, follows:
Compensation Actually Paid Versus Revenue in Constant Currency
| Annual cash retainer: | $65,000 | | Additional annual cash retainer for Chairman: | $80,000 | | Annual cash retainer for committee chairs: | Audit Committee: $20,000 Compensation and Talent Committee: $20,000 Nominating and Governance Committee: $10,000 | | Annual cash retainer for other committee members: | Audit Committee: $10,000 Compensation and Talent Committee: $7,500 Nominating and Governance Committee: $4,000 | | Annual equity award: | $155,000 grant date fair value of restricted stock units or deferred stock units (at the director’s election) which become vested in full on the earlier of the first anniversary of the grant date or the date of the next annual meeting of our shareholders | | New director equity award: | A grant of pro-rata portion of the Annual equity award of restricted stock units or deferred stock units (at the director’s election) which was granted to directors at the most recent annual meeting of shareholders, which will vest on the earlier of the date of the next annual meeting of our shareholders (if permitted by the terms of the equity plan then in effect) or the first anniversary of the grant date | | Meeting fees: | Generally none, but the compensation and talent committee has the discretion to provide for meeting fees if the number of board of directors meetings exceeds eight per year or if the number of meetings of any committee exceeds six per year |
Compensation Actually Paid Versus Revenue in Constant Currency
We have stock ownership guidelines for our non-employee directors. Each such director is expected to own shares of our common stock with a fair market value of at least five times the amount of the annual board member retainer, and to achieve this ownership level within three years after first joining our board of directors. Until a director has satisfied this ownership guideline, the director may not dispose of any shares of our common stock, except for sales which proceeds will be used to pay the exercise price in connection with an option exercise or to pay applicable income taxes in connection with the vesting, exercise or payout of any equity-based award. For purposes of this guideline, shares subject to an unvested or unexercised equity-based award will be counted as owned shares. As of December 31, 2025, all of our directors who are not significant shareholders have met these guidelines.
Non-Employee Director Compensation for 2025
Non-Employee Director Compensation for 2025 The following table sets forth information concerning annual compensation for our non-employee directors during the year ended December 31, 2025.
Non-Employee Director Compensation for 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Archie C. Black | 60,000 | 145,034 | 205,034 | | Sujeet Chand | 60,000 | 145,034 | 205,034 | | Moonhie Chin | 65,000 | 145,034 | 210,034 | | Rainer Gawlick | 138,000 | 145,034 | 283,034 | | Stacy Greiner | 58,000 | 145,034 | 203,034 | | Donald G. Krantz | 56,000 | 145,034 | 201,034 | | Sven A. Wehrwein | 74,000 | 145,034 | 219,034 |
Non-Employee Director Compensation for 2025
(1)Amounts shown in this column reflect the aggregate grant date fair value of the RSUs and DSUs granted in 2025 computed in accordance with ASC Topic 718, Compensation—Stock Compensation (ASC 718) as discussed in Note 12 to our Consolidated Financial Statements for the year ended December 31, 2025 contained in our Annual Report on Form 10-K for the year ended December 31, 2025, based on the closing stock price on the grant date.
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes for each of our non-employee directors the number of shares underlying unexercised option awards, unvested RSUs and DSUs, in each case, outstanding as of December 31, 2025:
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Number of Shares Underlying Unexercised Options | Number of Shares Subject to Unvested DSUs | Number of Shares Subject to Unvested RSUs | | Archie C. Black | — | 3,939 | — | | Sujeet Chand | — | 3,939 | — | | Moonhie Chin | — | 3,939 | — | | Rainer Gawlick | — | 3,939 | — | | Stacy Greiner | — | 3,939 | — | | Donald G. Krantz | — | — | 3,939 | | Sven A. Wehrwein | — | 3,939 | — |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| PROPOSAL 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
The audit committee has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm for fiscal 2026, and the board of directors is asking shareholders to ratify that selection. Although current law, rules and regulations, as well as the audit committee charter, require our independent registered public accounting firm to be engaged, retained, and supervised by the audit committee, the board of directors considers the selection of an independent registered public accounting firm to be an important matter of shareholder concern and considers a proposal for shareholders to ratify such selection to be an opportunity for shareholders to provide direct feedback to the board of directors on a significant issue of corporate governance. If the selection of EY as our independent registered public accounting firm for fiscal 2026 is not ratified by our shareholders, the audit committee will review its future selection of an independent registered public accounting firm in the light of that vote result. Representatives of EY will be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| THE BOARD, UPON RECOMMENDATION OF THE AUDIT COMMITTEE, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2026. |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| AUDIT COMMITTEE REPORT |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
The following is the report of the audit committee. The audit committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2025 with our management. In addition, the audit committee has discussed with Ernst & Young LLP, our independent auditors (“EY”), the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission ("SEC"). The audit committee also has received the written disclosures and the letter from EY as required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and the audit committee has discussed with EY the independence of EY. Based on the audit committee’s review of the matters noted above and its discussions with our independent auditors and our management, the audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Each year, the audit committee evaluates the qualifications, performance, tenure and independence of our independent auditor and determines whether to re-engage the current independent auditor. In doing so, the audit committee considers the quality and efficiency of the services provided by the auditors, the auditors’ global capabilities and the auditors’ technical expertise and knowledge of our operations and industry. Based on this evaluation, the audit committee has appointed EY as independent auditor for the fiscal year ending December 31, 2026. The members of the audit committee and the Board believe that, due to EY’s knowledge of our Company and of the industry in which we operate, it is in the best interests of our Company and our shareholders to continue retention of EY to serve as our independent auditor. Although the audit committee has the sole authority to appoint the independent auditor, the Board is submitting the selection of EY to our shareholders for ratification as a matter of good corporate practice. AUDIT COMMITTEE Sven A. Wehrwein, Chair Rainer Gawlick Stacy Greiner
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| | Fiscal Year | | | | 2025 | 2024 | | Audit Fees | $1,374,000 | $1,377,827 | | Audit-Related Fees | — | — | | Tax Fees | 615,355 | 239,197 | | All Other Fees | — | — | | Total | $1,989,355 | $1,617,024 |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
“Audit Fees” consisted of fees for the audit of our annual financial statements, including audited financial statements presented in our Annual Report on Form 10-K, audit of our internal control over financial reporting, review of the financial statements presented in our quarterly reports on Form 10-Q, and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements and statutory audits required by non-U.S. jurisdictions. “Audit-Related Fees” consisted of assurance and related services by EY that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” “Tax Fees” consisted of fees for tax consultation and tax compliance services. Pre-approval Policy. The audit committee has established a policy governing our use of the services of our independent registered public accountants. Under the policy, the audit committee is required to pre-approve all audit and non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. In fiscal years 2025 and 2024, all fees identified above under the captions “Audit Fees,” “Audit-Related Fees” and “Tax Fees” that were billed by EY were approved by the audit committee in accordance with SEC requirements. The audit committee has determined that the rendering of the services other than audit services by EY is compatible with maintaining their independence.
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
We are asking our shareholders to provide advisory approval of the compensation of our named executive officers included in this Proxy Statement, as we have described it above in “Compensation Discussion and Analysis” and "Executive Compensation Tables." While this vote is advisory and nonbinding, the compensation and talent committee will consider the outcome of the vote when making future compensation decisions for our executive officers. We believe our compensation program aligns the interests of our executive officers and shareholders and serves the best interests of our shareholders. The board of directors recommends that shareholders approve the following advisory resolution: RESOLVED, that the compensation paid to the individuals identified in the Summary Compensation Table, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis section and the related compensation tables and accompanying footnotes and narratives), is hereby approved.
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ADVISORY (NONBINDING) RESOLUTION. |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
We are also providing our shareholders the opportunity to cast an advisory (non-binding) vote regarding whether future say-on-pay votes should occur every one, two or three years. Currently our shareholders vote on the Company’s executive compensation every year. After careful consideration, the board is recommending that shareholders approve continuing to hold a say-on-pay vote every year. The board of directors recommends that shareholders approve a frequency of one year (i.e., an annual vote) to allow shareholders an opportunity to provide regular, frequent feedback on our executive compensation policies and practices, which we believe is consistent with good governance practices. This vote is not binding but rather will provide the compensation and talent committee with shareholders’ views on how frequently they desire to consider executive compensation. Although the vote is advisory, the compensation and talent committee will take into account the outcome of the vote when considering how frequently the Company will submit executive compensation to a stockholder vote. Notwithstanding the outcome of the shareholder vote, the board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders or the adoption of material changes to compensation programs.
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “ONE YEAR” AS THE PREFERRED FREQUENCY FOR FUTURE SAY-ON-PAY VOTES. |
Non-Employee Directors - Outstanding Equity Awards at 2025 Fiscal Year-End
| PROPOSAL 5—APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED PROTO LABS, INC. 2022 LONG-TERM INCENTIVE PLAN |