DEF 14A of Proto Labs Inc, Apr 12, 2024

DEF 14A of Proto Labs Inc

Filed Apr 12, 2024 · FY20230001628280-24-016026

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent | Audit Committee | Compensation and Talent Committee | Nominating and Governance Committee | | Robert Bodor | 51 | 2021 | No | | | | | Archie C. Black | 62 | 2016 | Yes | | | | | Sujeet Chand | 66 | 2017 | Yes | | | | | Moonhie Chin | 66 | 2019 | Yes | | | | | Rainer Gawlick | 56 | 2008 | Yes | | | | | Stacy Greiner | 50 | 2021 | Yes | | | | | Donald G. Krantz | 69 | 2017 | Yes | | | | | Sven A. Wehrwein | 73 | 2011 | Yes | | | |

  3. DIRECTOR NOMINEES

    | | Chairperson | | | Member |

  4. DIRECTOR NOMINEES

    | TENURE | AGE | DIVERSITY | | Average: 8 Years | Average: 62 Years | 38% Diverse |

  5. DIRECTOR NOMINEES

    | SKILLS & EXPERIENCE | | | | | | | | | | QUALIFICATIONS / ATTRIBUTES | Robert Bodor | Archie C. Black | Sujeet Chand | Moonhie Chin | Rainer Gawlick | Stacy Greiner | 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, 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. | ● | | ● | | | | ● | |

  6. DIRECTOR NOMINEES

    | SKILLS & EXPERIENCE | | | | | | | | | | QUALIFICATIONS / ATTRIBUTES | Robert Bodor | Archie C. Black | Sujeet Chand | Moonhie Chin | Rainer Gawlick | Stacy Greiner | Donald G. Krantz | Sven A. Wehrwein | | 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. | ● | ● | ● | ● | ● | | | ● | | RACIAL/ETHNIC DIVERSITY | | | | | | | | | | Black/African American | | | | | | | | | | Asian | | | ● | ● | | | | | | Hispanic | | | | | | | | | | White | ● | ● | | | ● | ● | ● | ● | | GENDER DIVERSITY | | | | | | | | | | Female | | | | ● | | ● | | | | Male | ● | ● | ● | | ● | | ● | ● | | OTHER QUALIFICATIONS & TENURE | | | | | | | | | | Sitting CEO | ● | | | | | | | | | Number of other public company boards | 0 | 2 | 2 | 1 | 1 | 0 | 0 | 2 | | Years on Board | 3 | 8 | 6 | 4 | 15 | 2 | 7 | 12 |

  7. Nominees

    Nominees The names of the nominees and other information are set forth below:

  8. Nominees

    | Robert Bodor – Age 51 Director since 2021 | Dr. Bodor has served as our President and Chief Executive Officer since March 2021. Dr. Bodor previously served as our Vice President and General Manager – Americas from January 2015 to March 2021. From July 2013 to January 2015, Dr. Bodor served as our Chief Technology Officer. From December 2012 to June 2013, Dr. Bodor served as our Director of Business Development. Prior to joining Protolabs, from January 2011 to December 2012, Dr. Bodor held several roles at Honeywell, most recently leading SaaS business offerings for Honeywell’s Life Safety Division. Dr. Bodor holds B.S., M.S., and Ph.D. degrees in Engineering and Computer Science. Skills and Qualifications Dr. Bodor’s extensive leadership and operating experience provides important perspective to our board of directors. Dr. Bodor brings extensive knowledge in business and product development. As Chief Executive Officer, Dr. Bodor is also responsible for determining our strategy, articulating priorities and managing our continued growth. | | Archie C. Black – Age 62 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. 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, where he currently serves as Executive Chair of the board. 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: SPS Commerce, Inc. Graco, Inc. |

  9. Nominees

    | Sujeet Chand – Age 66 Director since 2017 Committees Nominating & Governance (Chair) | 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, Mr. Chand served in various leadership positions at Rockwell. Mr. 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. Mr. 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 Mr. 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. Mr. 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 66 Director since 2019 Committees Compensation & Talent (Chair) | 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. 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. Other Current U.S. Public Company Board Memberships: FARO Technologies, Inc. | | Rainer Gawlick – Age 56 Director since 2008 Committees Audit | Dr. Gawlick has served as our Chairman of the Board since May 2023. He also serves on the boards of ChyronHego, Sectigo, Cloudsense, Oktopost, PhotoShelter 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 |

  10. Nominees

    | Stacy Greiner – Age 50 Director since 2021 Committees Audit | Ms. Greiner is the Chief Operating Officer at DailyPay, the leader in on-demand pay. Prior to DailyPay, she most recently served as the General Manager of the Sales & Marketing Solutions business for Dun & Bradstreet, a global provider of business decisioning data and analytics. In this role, Ms. Greiner was responsible for the growth and profitability of the company’s solutions for its Sales & Marketing customers. Before this role, she served as the global Chief Marketing Officer for Dun & Bradstreet. Prior to Dun & Bradstreet, Ms. Greiner was Chief Marketing Officer at DMI, a global digital services firm where she transformed Marketing into a modern growth engine enabling the company’s rapid expansion. Previously, Ms. Greiner held executive roles at Cisco, DXC and IBM. She led Marketing for Cisco System’s Software Platforms Group, building its new business in edge analytics. She also served as the first CMO for DXC’s Big Data and Analytics division, shaping and launching this new Service Line. Before DXC, Ms. Greiner was an executive at IBM, most recently leading product marketing for IBM’s Business Analytics division. Her early career was as a software developer and product manager starting with Accenture’s Center for Strategic Technology in Silicon Valley and several Silicon Valley start-ups. Ms. Greiner holds an MBA from the MIT Sloan School of Management and a BS in Aerospace Engineering from Iowa State University. Skills and Qualifications Ms. Greiner has spent over two decades helping organizations around the world use emerging technologies, data and analytics to better serve their customers, create new business models, and transform their operations. | | Donald G. Krantz – Age 69 Director since 2017 Committees Compensation & Talent | Dr. Krantz is currently an associate at Digi Labs, a Wayzata-based technology incubator. He serves on the advisory board for Activated Research Company, a maker of catalysis-based instruments. 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. | | Sven A. Wehrwein – Age 73 Director since 2011 Committees Audit (Chair) Nominating & Governance | Mr. Wehrwein has served as a director of our Company since June 2011, is chair of the audit committee, and is a member of the nominating and governance committee. He also served as Board Chair 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. |

  11. 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 the ongoing compensation arrangements for each of our executive officers, including our CEO, and reporting those arrangements to our board. 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 also has provided recommendations to the compensation and talent committee regarding the establishment of 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 the arrangements. 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 of Pearl Meyer, in the technology and industrial sectors, also taking into account size of the company, 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 we 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 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 2023 compensation, each of our executive officers was at or below the targeted range of peer group compensation. Our compensation and talent committee approves all awards to our executive officers under our 2022 Long-Term Incentive Plan.

  12. Peer Group

    Peer Group In 2022, the compensation and talent committee requested that its independent compensation consultant, Pearl Meyer, review our peer group used for executive compensation in 2023. 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 2023. 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 2023 compensation is similar to Protolabs primarily in terms of profitability, operating size and industry. The compensation and talent committee also reviewed the peer groups used for comparison by proxy advisory firms. This process resulted in a select number of changes as shown below.

  13. Peer Group

    | 2022 Peer Group | Recommended Changes | 2023 Peer Group* | | 3D Systems Corporation (DDD) Badger Meter, Inc. (BMI) Cerence Inc. (CRNC) Enerpac Tool Group Corp. (EPAC) ESCO Technologies Inc. (ESE) FARO Technologies, Inc. (FARO) Helios Technologies, Inc. (HLIO) Novanta Inc. (NOVT) Power Integrations, Inc. (POWI) Raven Industries, Inc. (RAVN) RBC Bearings Incorporated (RBC) Semtech Corporation (SMTC) SPS Commerce, Inc. (SPSC) Universal Display Corporation (OLED) Vicor Corporation (VICR) | (-) Exclusions Power Integrations, Inc. Raven Industries, Inc. Universal Display Corporation (+) Additions CTS Corporation EVO Payments Lindsay Corporation | 3D Systems Corporation (DDD) Badger Meter, Inc. (BMI) Cerence Inc. (CRNC) CTS Corporation (CTS) Enerpac Tool Group Corp. (EPAC) ESCO Technologies Inc. (ESE) EVO Payments (EVOP) FARO Technologies, Inc. (FARO) Helios Technologies, Inc. (HLIO) Lindsay Corporation (LNN) Novanta Inc. (NOVT) RBC Bearings Incorporated (RBC) Semtech Corporation (SMTC) SPS Commerce, Inc. (SPSC) Vicor Corporation (VICR) |

  14. Peer Group

    *Some companies were retained that did not meet all screening criteria for year-over-year continuity. 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:

  15. Peer Group

    | | Annual Revenue(1) | Market Capitalization(1) | | 25th percentile | $459 million | $1.1 billion | | 75th percentile | $759 million | $2.9 billion | | Protolabs | $496 million | $1.3 billion |

  16. 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 2022 meeting at which Pearl Meyer presented the peer group information to the compensation and talent committee. Market capitalization reflects end of June 2022. 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, we do not establish a percentile which any part of our executive’s compensation or any executive’s overall compensation must meet or exceed. In 2023, the compensation and talent committee requested that Pearl Meyer again review our peer group to be used for 2024 executive compensation. Pearl Meyer used the same multi-step process to recommend changes to the peer group used for 2024 compensation.

  17. 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 |

  18. Base Salaries

    One-Time Stock Option Grants in Lieu of Base Salary Increases Our named executive officers did not receive base salary increases, and continued to receive compensation below the peer group median in 2023. Because our corporate performance did not meet our expectations in 2022, instead of increasing base salaries in 2023, each of our named executive officers received a one-time equity grant of stock options that fully vested after one year and will expire after three years. All of our named executive officers other than our CEO were granted one-time stock options equivalent to approximately 10% of their base salary. Dr. Bodor was granted a one-time stock option award equivalent to a larger percentage of his salary (20%) because his salary was considerably below market. The options granted in lieu of base salary increases have a short, one-year vesting period because the grants were intended to be a one-time replacement for an immediate salary increase. The compensation and talent committee’s decision to grant stock options in lieu of base salary increases in 2023 was based on the belief that stock options are more performance-incentivizing for our named executive officers than additional base salary, given that stock options only provide value if our stock price increases, and to align compensation more closely with shareholder interests by tying management’s rewards directly to performance and results. The options granted instead of base salary increases were not a part of our 2023 long-term incentive program. These one-time grants are set forth in the table below.

  19. Base Salaries

    | Name | Number of One-Time Stock Options(1) | Approximate Percentage of Base Salary | Grant Date Fair Value of Stock Options | | Robert Bodor | 10,448 | 20% | $120,007 | | Daniel Schumacher | 3,135 | 10% | $36,009 | | Michael R. Kenison | 3,048 | 10% | $35,010 | | Bjoern Klaas | 3,048 | 10% | $35,010 | | Oleg Ryaboy | 3,048 | 10% | $35,010 |

  20. Annual Incentive Program

    Annual Incentive Program All of our named executive officers participate in our annual incentive program. The annual incentive program payouts for 2023 were a function of two metrics: •75% of the annual bonus target was based on annual revenue growth, 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 margin. We refer to this aspect of the annual incentive program as the AOI factor. For purposes of calculating attainment of the AOI portion of the annual incentives, AOI is defined as operating income before incentive compensation expense, stock-based compensation expense, amortization expense, acquisition expenses and other one-time expenses not indicative of core operations, calculated as a percentage of revenue. Revenue growth and AOI were selected as the primary financial objectives for determining the 2023 annual incentive payouts because our primary objective continues to be to grow our Company profitably. The compensation and talent committee approved 2023 revenue and AOI objectives for our Company as a whole and for each of our major geographic business units (the United States and Europe, Middle East and Africa (“EMEA”)). The inclusion of business unit performance objectives enables us to tailor annual incentive opportunities so as to reward each executive officer for the performance of those portion(s) of our Company for which the officer had the most direct responsibility. The following are the percentage allocations for revenue and AOI across each named executive officer’s target bonus opportunity.

  21. Annual Incentive Program

    | Name | Revenue (75%) | | AOI (25%) | | | Consolidated | Geographic Unit | Consolidated | | Robert Bodor | 100% | | 100% | | Daniel Schumacher | 100% | | 100% | | Michael R. Kenison | 35% | 65% | 100% | | Bjoern Klaas | 35% | 65% | 100% | | Oleg Ryaboy | 100% | | 100% |

  22. Annual Incentive Program

    A target payout expressed as a percentage of annual base salary is established for each named executive officer annually. For 2023, their target payout percentages were as follows:

  23. Annual Incentive Program

    | Name | Target Payout as % of 2023 Salary | | Robert Bodor | 100% | | Daniel Schumacher | 65% | | Michael R. Kenison | 60% | | Bjoern Klaas | 50% | | Oleg Ryaboy | 50% |

  24. Annual Incentive Program

    The revenue factor of our plan pays out 100% at targeted revenue achievement on a consolidated basis or for each region, as applicable, for each named executive officer. The payout would have been zero for 2023 revenue below the threshold of approximately 90% attainment of the annual targets for our Company as a whole and each of its business units. The payment is 30% of the annual bonus at the threshold amounts of approximately 90% attainment, 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 AOI factor pays out 100% at targeted AOI achievement on a consolidated basis for each named executive officer. The payout would have been zero for 2023 if AOI is below 84% of the target amount (the threshold amount). AOI payouts increase above threshold in amounts specified by the compensation and talent committee, to the degree that AOI exceeds the threshold amount, up to a maximum of 200%. For AOI performance between threshold and target, the payout factor increased proportionately between 40% and 100%, or about 0.3 percentage points for each basis point in additional AOI, and between target and maximum, the payout factor would increase proportionately between 100% and 200%, or about 0.3 percentage points for each basis point in additional AOI. The following table summarizes the 2023 thresholds and targets for the revenue factor and the AOI factor approved by the compensation and talent committee and the actual performance during 2023 in terms of both revenue and AOI, as well as the related payout factors:

  25. Annual Incentive Program

    | Objective | 2023 Threshold (%) | 2023 Threshold ($) | 2023 Target (%) | 2023 Target ($) | Actual Performance (%)(1) | Actual Performance ($)(1) | Final Payout Factor | | Consolidated Revenue(2) | — | $480.1M | — | $535.5M | — | $499.9M | 60.7% | | United States Revenue(3) | — | $363.0M | — | $407.5M | — | $363.9M | 31.7% | | EMEA Revenue(4) | — | $67.8M | — | $72.6M | — | $70.1M | 82.2% | | Consolidated Adjusted Operating Income Margin | 11.8% | — | 14.1% | — | 11.8% | — | 40.7% |

  26. Annual Incentive Program

    (1)Our actual revenue performance is equal to our 2023 revenue adjusted for the effects of 2023 budgeted foreign currency exchange rates. Actual AOI performance is equal to adjusted operating margin achieved in 2023. Our actual revenue performance is equal to our 2023 revenue ($503.9 million), adjusted for the effects of 2023 budgeted foreign currency exchange rates ($4.0 million). (2)For consolidated revenue performance between threshold and target, the payout factor would increase proportionately between 30% and 100%, or about 1.3 percentage points for each $1 million in additional consolidated revenue. (3)For United States revenue performance between threshold and target, the payout factor would increase proportionately between 30% and 100%, or about 1.6 percentage points for each $1 million in additional United States revenue. (4)For EMEA revenue performance between threshold and target, the payout factor would increase proportionately between 30% and 100%, or about 14.5 percentage points for each $1 million in additional EMEA revenue. The annual incentive amount paid to, as well as such amount’s percentage of target achieved for, each named executive officer in 2023 were as follows:

  27. Annual Incentive Program

    | Name | 2023 Actual Incentive Amount ($) | Percent of Annual Incentive Target Achieved (%) | | Robert Bodor | $334,063 | 56% | | Daniel Schumacher | $130,285 | 56% | | Michael R. Kenison | $87,348 | 42% | | Bjoern Klaas | $114,748 | 66% | | Oleg Ryaboy | $97,435 | 56% |

  28. 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 2023, 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 “Other Compensation and Equity-Related Policies—Equity Award Approval Policy.” In accordance with our pay-for-performance philosophy, under which the Company’s under performance is reflected in the named executive officers’ compensation, the compensation and talent committee determined that none of the PSUs granted in 2018, 2019, 2020 or 2021 were earned or vested because our Company’s performance was below the performance goal thresholds. In addition, a majority of outstanding stock options held by the named executive officers were underwater as of December 31, 2023.

  29. 2023 Long-Term Equity-Based Compensation

    2023 Long-Term Equity-Based Compensation As noted above, in 2023 the compensation and talent committee awarded stock options, RSUs and PSUs to our named executive officers, with target value proportions illustrated below(1). (1)These charts exclude one-time stock option grants in lieu of base salary, which were not granted under our long-term incentive program. Such grants, which were made in 2023 pursuant to the 2022 Long-Term Incentive Plan ("LTIP"), were as follows:

  30. 2023 Long-Term Equity-Based Compensation

    | Name | Targeted Value of 2023 Equity Awards | Number of RSUs Awarded | Number of Stock Options Awarded for 2023 Long Term Incentives | Target Number of PSUs Awarded | | Robert Bodor | $3,000,000 | 22,164 | 42,061 | 44,327 | | Daniel Schumacher | $700,000 | 5,172 | 9,815 | 10,343 | | Michael R. Kenison | $550,000 | 8,127 | 7,712 | 4,064 | | Bjoern Klaas | $450,000 | 6,649 | 6,310 | 3,325 | | Oleg Ryaboy | $700,000 | 10,343 | 9,815 | 5,172 |

  31. 2023 Long-Term Equity-Based Compensation

    The value of equity awarded to Dr. Bodor in 2023 closely aligns his equity-based compensation with comparable peers in the market. Further, 88% of Dr. Bodor’s compensation is considered to be “at risk”. The stock options awarded to our named executive officers 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 Company's long-term incentive program will vest and becomes exercisable as to 25% of the shares in four annual installments beginning on February 13, 2024 and has a 10-year term. For stock options granted prior to an individual becoming a named executive officer, the vesting date and schedule may differ. 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 will vest as to 25% of the shares in four annual installments beginning on February 13, 2024. For RSUs granted prior to an individual becoming a named executive officer, the vesting date and schedule may differ. 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 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, 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 is as follows:

  32. 2023 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% |

  33. 2023 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.

  34. PSUs Granted in 2021

    PSUs Granted in 2021 The PSUs awarded to our named executive officers in 2021 were expressed in terms of a target number of PSUs, with between 0% and 150% of that target number of shares capable of being earned and vesting at the end of the January 1, 2021 to December 31, 2023 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 2021 PSU grants was as follows:

  35. PSUs Granted in 2021

    | Relative TSR Percentile | PSU Payout (% of Target) | | Below 25th percentile | 0% | | 25th percentile | 50% | | 50th percentile | 100% | | 75th percentile or greater | 150% |

  36. PSUs Granted in 2021

    If our cumulative TSR is negative over the performance period, the number of PSUs earned is capped at 100% of target. The Company’s three-year relative TSR was at the 23rd percentile, 0% of target. As such, none of the PSUs granted in 2021 were earned by the named executive officers.

  37. Employment Agreements

    Employment Agreements

  38. Employment Agreement with Dr. Bodor

    Employment Agreement with Dr. Bodor Dr. Bodor’s employment agreement, dated January 29, 2021 (the “CEO Agreement”), provides that his employment with the Company is at-will and his employment may be unilaterally terminated by Dr. Bodor or the Company at any time for any reason, subject to the terms of the CEO Agreement. Pursuant to the CEO Agreement, Dr. Bodor receives an initial annual base salary of $500,000 (currently $600,000) and is eligible for an annual target cash incentive bonus payment equal to 100% of his annual base salary. Dr. Bodor will be eligible for an annual equity grant on terms and conditions that are comparable to those applicable to grants made to other senior executives of the Company. Dr. Bodor’s severance benefits are summarized under “Potential Payments Upon Termination or Change in Control.”

  39. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We have entered into severance arrangements on our form of severance agreement with our named executive officers, with the exception of Dr. Bodor, 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.

  40. Equity Award Approval Policy

    Equity Award Approval Policy Our equity award approval policy permits us to make equity-based awards at any time other than during “blackout periods” provided for in our insider trading policy, which generally run from the eleventh of the month in which each fiscal quarter closes through the end of the second trading day following the public release of our financial results for that quarter. The policy does, however, permit us to approve an award during a blackout period, provided the effective date of the grant and the concurrent pricing of the grant occur on the first trading day after the blackout period ends.

  41. 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.

  42. 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:

  43. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Robert Bodor(6) President and Chief Executive Officer | 2023 | 600,000 | — | 3,311,588 | 870,010 | 334,063 | 11,200 | 5,126,861 | | | 2022 | 600,000 | — | 3,064,725 | 700,020 | 243,600 | 11,200 | 4,619,545 | | | 2021 | 473,277 | — | 1,430,533 | 825,044 | 282,062 | 11,200 | 3,022,116 | | Daniel Schumacher(7) Chief Financial Officer | 2023 | 360,000 | — | 772,719 | 211,023 | 130,285 | 9,102 | 1,483,129 | | | 2022 | 360,000 | 50,000 | 507,491 | 165,438 | 62,532 | 8,241 | 1,153,702 | | | 2021 | 206,799 | — | 316,783 | 83,255 | 38,465 | 7,933 | 653,235 | | Michael R. Kenison(8) Vice President/General Manager - Americas | 2023 | 350,200 | — | 509,867 | 172,525 | 87,348 | 11,200 | 1,131,140 | | | 2022 | 350,200 | 20,487 | 415,025 | 112,518 | 29,729 | 6,379 | 934,338 | | | 2021 | 291,795 | — | 253,478 | 126,560 | 101,730 | 6,745 | 780,308 | | Bjoern Klaas Vice President and Managing Director -Europe, Middle East and Africa | 2023 | 346,734 | — | 417,146 | 147,525 | 114,748 | 13,503 | 1,039,656 | | | 2022 | 346,734 | — | 415,025 | 112,518 | 54,702 | 13,455 | 942,434 | | | 2021 | 336,635 | — | 568,525 | 145,942 | 31,945 | 14,108 | 1,097,155 | | Oleg Ryaboy(9) Chief Technology Officer | 2023 | 350,000 | — | 648,885 | 210,024 | 97,435 | 11,200 | 1,317,544 | | | 2022 | 350,000 | — | 375,002 | 125,015 | 23,683 | — | 873,700 | | | 2021 | — | — | — | — | — | — | — |

  44. Summary Compensation Table

    (1)Mr. Schumacher received a $50,000 annual incentive amount for his role as Interim CFO in 2022. Mr. Kenison was awarded a discretionary annual incentive award of 20% of target to partially offset the 2022 bonus amounts which were not earned due to unexpected negative economic impact on the achievement of regional objectives for the Americas region in 2022. (2)Amounts shown in this column reflect the aggregate grant date fair value of the RSUs and PSUs (at target) granted in 2023, 2022 and 2021 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, 2023 contained in our Annual Report on Form 10-K for the year ended December 31, 2023, based on the closing stock price on the grant date. The grant date fair value of RSUs granted in 2023 and the grant date fair value of the PSUs granted in 2023 if target performance and maximum performance is achieved are as follows:

  45. Summary Compensation Table

    | Name | RSUs | PSUs | | | | | Grant Date Fair Value | Target Value(a) | Target Grant Date Fair Value | Maximum Grant Date Fair Value | | Robert Bodor | $750,030 | $1,500,000 | $2,561,558 | $5,123,116 | | Daniel Schumacher | $175,020 | $350,000 | $597,699 | $1,195,398 | | Michael R. Kenison | $275,018 | $137,500 | $234,849 | $469,698 | | Bjoern Klaas | $225,002 | $112,500 | $192,144 | $384,288 | | Oleg Ryaboy | $350,007 | $175,000 | $298,878 | $597,756 |

  46. Summary Compensation Table

    a.The Target Value is the target number of PSU shares awarded to our NEOs in 2023 multiplied by our stock price of $33.84 on the date of grant. These amounts align with our compensation philosophy, particularly the proportion of performance-based awards granted as part of our 2023 long-term equity-based compensation program as described above. (3)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, 2023 contained in our Annual Report on Form 10-K for the year ended December 31, 2023, and disregarding the effects of any estimates of forfeitures related to service-based vesting. The fair values by one-time option grants and options granted as part of our long-term equity-based incentive program, as described above, is as follows:

  47. Summary Compensation Table

    | Name | Grant Date Fair Value of One-Time Option Grants | Grant Date Fair Value of LTI Option Grants | | Robert Bodor | $120,007 | $750,003 | | Daniel Schumacher | $36,009 | $175,014 | | Michael R. Kenison | $35,010 | $137,515 | | Bjoern Klaas | $35,010 | $112,515 | | Oleg Ryaboy | $35,010 | $175,014 |

  48. Summary Compensation Table

    (4)Amounts shown in this column represent amounts earned under our annual incentive program during each respective year and paid early in the following year. (5)Amounts shown in this column for all named executive officers for 2023 represent Company contributions to our 401(k) retirement plan. (6)Effective March 1, 2021, Dr. Bodor began serving as President and CEO. Prior to being named CEO, Dr. Bodor served as Vice President/General Manager – Americas. (7)Mr. Schumacher began serving as CFO on June 3, 2022. Prior to being named CFO, Mr. Schumacher served as Interim CFO and Vice President of Investor Relations and FP&A of our Company. (8)Mr. Kenison began serving as Vice President/General Manager – Americas on July 1, 2021. Prior to being named Vice President/General Manager – Americas, Mr. Kenison served as Vice President of Manufacturing – Americas. (9)Mr. Ryaboy joined the Company as Chief Technology Officer on September 9, 2022.

  49. 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 2023 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, 2023:

  50. 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 (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Robert Bodor | | | $195,000 | $600,000 | $1,200,000 | | | | | | | | | | 2/14/2023 | 2/9/2023 | | | | | | | 22,164 | | | 750,030 | | | 2/14/2023(5) | 2/9/2023 | | | | | | | | 10,448 | 33.84 | 120,007 | | | 2/14/2023(6) | 2/9/2023 | | | | | | | | 42,061 | 33.84 | 750,003 | | | 2/14/2023 | 2/9/2023 | | | | 22,164 | 44,327 | 88,654 | | | | 2,561,558 | | Daniel Schumacher | | | $76,050 | $234,000 | $468,000 | | | | | | | | | | 2/14/2023 | 2/9/2023 | | | | | | | 5,172 | | | 175,020 | | | 2/14/2023(5) | 2/9/2023 | | | | | | | | 3,135 | 33.84 | 36,009 | | | 2/14/2023(6) | 2/9/2023 | | | | | | | | 9,815 | 33.84 | 175,014 | | | 2/14/2023 | 2/9/2023 | | | | 5,172 | 10,343 | 20,686 | | | | 597,699 | | Michael R. Kenison | | | $68,289 | $210,120 | $420,240 | | | | | | | | | | 2/14/2023 | 2/9/2023 | | | | | | | 8,127 | | | 275,018 | | | 2/14/2023(5) | 2/9/2023 | | | | | | | | 3,048 | 33.84 | 35,010 | | | 2/14/2023(6) | 2/9/2023 | | | | | | | | 7,712 | 33.84 | 137,515 | | | 2/14/2023 | 2/9/2023 | | | | 2,032 | 4,064 | 8,128 | | | | 234,849 | | Bjoern Klaas | | | $56,344 | $173,367 | $346,734 | | | | | | | | | | 2/14/2023 | 2/9/2023 | | | | | | | 6,649 | | | 225,002 | | | 2/14/2023(5) | 2/9/2023 | | | | | | | | 3,048 | 33.84 | 35,010 | | | 2/14/2023(6) | 2/9/2023 | | | | | | | | 6,310 | 33.84 | 112,515 | | | 2/14/2023 | 2/9/2023 | | | | 1,663 | 3,325 | 6,650 | | | | 192,144 | | Oleg Ryaboy | | | $56,875 | $175,000 | $350,000 | | | | | | | | | | 2/14/2023 | 2/9/2023 | | | | | | | 10,343 | | | 350,007 | | | 2/14/2023(5) | 2/9/2023 | | | | | | | | 3,048 | 33.84 | 35,010 | | | 2/14/2023(6) | 2/9/2023 | | | | | | | | 9,815 | 33.84 | 175,014 | | | 2/14/2023 | 2/9/2023 | | | | 2,586 | 5,172 | 10,344 | | | | 298,878 |

  51. Grants of Plan-Based Awards

    (1)In accordance with the terms of our equity grant timing policy, the RSUs, PSUs and stock option grants to our named executive officers identified in the table were granted effective as of the end of the second trading day following the public release of our financial results for the fourth quarter of 2023, even though the compensation and talent committee approved the grants on an earlier date. (2)As discussed above in “Compensation Discussion and Analysis—Elements of Executive Compensation,” amounts in this column represent an award of PSUs under 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. 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. (3)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 13, 2024. 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. (4)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, 2023 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. (5)Amounts in this row represent awards of stock options granted in lieu of salary increases in 2023. As described above, as a result of the Company's performance in 2022, in lieu of base salary increases in 2023, each of our named executive officers received a one-time equity grant of stock options with a grant date value equal to 20% of base salary for Dr. Bodor and approximately 10% of base salary for all other named executive officers. The options vest in full after one year and expire after three years. 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. (6)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 13, 2024. 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.

  52. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table provides information on each named executive officer’s outstanding equity awards as of December 31, 2023.

  53. Outstanding Equity Awards at 2023 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) | | Robert Bodor | 02/13/14 | 1,632 | — | 78.59 | 02/13/24 | | | | | | | | 02/09/15 | 3,998 | — | 67.15 | 02/09/25 | | | | | | | | 02/08/16 | 5,673 | — | 57.88 | 02/08/26 | | | | | | | | 02/13/17 | 3,628 | — | 58.35 | 02/13/27 | | | | | | | | 02/12/18 | 3,004 | — | 105.75 | 02/12/28 | | | | | | | | 02/11/19 | 3,204 | — | 104.99 | 02/11/29 | | | | | | | | 02/10/20 | 2,751 | 917 | 96.72 | 02/10/30 | | | | | | | | 02/16/21 | 1,094 | 1,096 | 180.46 | 02/16/31 | | | | | | | | 03/01/21 | 4,826 | 4,826 | 150.86 | 03/01/31 | | | | | | | | 02/15/22 | 6,286 | 18,861 | 59.40 | 02/13/32 | | | | | | | | 02/14/23 | — | 10,448 | 33.84 | 02/14/26 | | | | | | | | 02/14/23 | — | 42,061 | 33.84 | 02/14/33 | | | | | | | | | | | | | 02/10/20 | 768 | 29,921 | | | | | | | | | | 02/16/21 | 1,552 | 60,466 | | | | | | | | | | 03/01/21 | 2,155 | 83,959 | | | | | | | | | | 02/15/22 | 8,839 | 344,367 | | | | | | | | | | 02/14/23 | 22,164 | 863,509 | | | | | | | | | | | 35,478(3) | 1,382,222 | | | | | | | | | | 02/15/22 | | | 23,570(4) | 918,287 | | | | | | | | 02/14/23 | | | 44,327(5) | 1,726,980 | | Daniel Schumacher | 05/16/18 | 186 | — | 117.55 | 05/16/28 | | | | | | | | 05/15/19 | 532 | — | 106.85 | 05/15/29 | | | | | | | | 05/19/20 | 768 | 257 | 117.00 | 05/20/30 | | | | | | | | 05/18/21 | 968 | 968 | 95.40 | 05/18/31 | | | | | | | | 08/30/22 | 2,151 | 6,454 | 39.11 | 08/30/32 | | | | | | | | 02/14/23 | — | 3,135 | 33.84 | 02/14/26 | | | | | | | | 02/14/23 | — | 9,815 | 33.84 | 02/14/33 | | | | | | | | | | | | | 05/19/20 | 212 | 8,260 | | | | | | | | | | 05/18/21 | 874 | 34,051 | | | | | | | | | | 08/30/22 | 6,291 | 245,097 | | | | | | | | | | 02/14/23 | 5,172 | 201,501 | | | | | | | | | | | 12,549(6) | 488,909 | | | | | | | | | | 08/30/22 | | | 3,077(4) | 119,880 | | | | | | | | 02/14/23 | | | 10,343(5) | 402,963 |

  54. Outstanding Equity Awards at 2023 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 | 1,560 | 521 | 117.00 | 05/20/30 | | | | | | | | 05/18/21 | 1,471 | 1,472 | 95.40 | 05/18/31 | | | | | | | | 02/15/22 | 1,010 | 3,032 | 59.40 | 02/13/32 | | | | | | | | 02/14/23 | — | 3,048 | 33.84 | 02/14/26 | | | | | | | | 02/14/23 | — | 7,712 | 33.84 | 02/14/33 | | | | | | | | | | | | | 05/19/20 | 430 | 16,753 | | | | | | | | | | 05/18/21 | 1,329 | 51,778 | | | | | | | | | | 02/15/22 | 2,841 | 110,685 | | | | | | | | | | 02/14/23 | 8,127 | 316,628 | | | | | | | | | | | 12,727(7) | 495,844 | | | | | | | | | | 02/15/22 | | | 1,894(4) | 73,790 | | | | | | | | 02/14/23 | | | 4,064(5) | 158,333 | | Bjoern Klaas | 02/11/19 | 2,136 | — | 104.99 | 02/11/29 | | | | | | | | 02/10/20 | 1,833 | 612 | 96.72 | 02/10/30 | | | | | | | | 02/16/21 | 912 | 914 | 180.46 | 02/16/31 | | | | | | | | 02/15/22 | 1,010 | 3,032 | 59.40 | 02/13/32 | | | | | | | | 02/14/23 | — | 3,048 | 33.84 | 02/14/26 | | | | | | | | 02/14/23 | — | 6,310 | 33.84 | 02/14/33 | | | | | | | | | | | | | 02/10/20 | 512 | 19,948 | | | | | | | | | | 02/16/21 | 1,183 | 46,090 | | | | | | | | | | 02/15/22 | 2,841 | 110,685 | | | | | | | | | | 02/14/23 | 6,649 | 259,045 | | | | | | | | | | | 11,185(8) | 435,768 | | | | | | | | | | 02/15/22 | | | 1,894(4) | 73,790 | | | | | | | | 02/14/23 | | | 3,325(5) | 129,542 | | Oleg Ryaboy | 09/09/22 | 1,576 | 4,731 | 40.06 | 09/09/32 | | | | | | | | 02/14/23 | — | 3,048 | 33.84 | 02/14/26 | | | | | | | | 02/14/23 | — | 9,815 | 33.84 | 02/14/33 | | | | | | | | | | | | | 09/09/22 | 7,021 | 273,538 | | | | | | | | | | 02/14/23 | 10,343 | 402,963 | | | | | | | | | | | 17,364(9) | 676,501 | | | | | | | | | | 02/14/23 | | | 5,172(5) | 201,501 |

  55. Outstanding Equity Awards at 2023 Year-End

    (1)With the exception of the February 14, 2023 option awards that vested in full on February 13, 2024 and expire on February 14, 2026, 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 each year. The May option awards vest as to 25% of the shares subject to each award in four annual installments on May 20 each year. (2)Based on the $38.96 per share closing price of our common stock on the NYSE on December 29, 2023, the last trading day of 2023. •768 shares subject to the units on February 13, 2024, •776 shares subject to the units on each of February 13, 2024 and 2025, •1,077 shares subject to the units on each of February 13, 2024, 2025, and 2026, •2,946 shares subject to the units on each of February 13, 2024, 2025, and 2026, and •5,541 shares subject to the units on each of February 13, 2024, 2025, 2026, and 2027. (4)PSUs vest on December 31, 2024 based on our Company’s three-year cumulative TSR performance relative to the Russell 2000 Growth Index and the award recipient’s continued employment. (5)PSUs vest on December 31, 2025 based on our Company’s three-year cumulative TSR performance relative to the Russell 2000 Growth Index and the award recipient’s continued employment. (6)In the order presented in the table, the RSUs listed vest as to: •212 shares subject to the units on May 20, 2024, •437 shares subject to the units on each of May 20, 2024 and 2025, •2,097 shares subject to the units on each of May 20, 2024, 2025, and 2026. and •1,293 shares subject to the units on each of February 13, 2024, 2025, 2026 and 2027. (7)In the order presented in the table, the RSUs listed vest as to: •430 shares subject to the units on May 20, 2024, •664 shares subject to the units on each of May 20, 2024, and 2025, •947 shares subject to the units on each of February 13, 2024, 2025, and 2026, and •2,032 shares subject to the units on each of February 13, 2024, 2025, 2026 and 2027. (8)In the order presented in the table, the RSUs listed vest as to: •512 shares subject to the units on February 13, 2024, •591 shares subject to the units on each of February 13, 2024, and 2025, •947 shares subject to the units on each of February 13, 2024, 2025, and 2026, and •1,662 shares subject to the units on each of February 13, 2024, 2025, 2026 and 2027. (9)In the order presented in the table, the RSUs listed vest as to: •2,340 shares subject to the units on each of February 13, 2024, 2025, and 2026, and •2,586 shares subject to the units on each of February 13, 2024, 2025, 2026 and 2027.

  56. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  57. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Robert Bodor | — | — | 6,275 | 214,793 | | Daniel Schumacher | — | — | 2,900 | 96,720 | | Michael R. Kenison | — | — | 2,505 | 82,833 | | Bjoern Klaas | — | — | 2,522 | 86,328 | | Oleg Ryaboy | — | — | 2,340 | 80,098 |

  58. Option Exercises and Stock Vested in 2023

    (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. No options were exercised in 2023. (2)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.

  59. Pension Benefits

    Pension Benefits We do not offer any defined benefit pension plans.

  60. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not offer any nonqualified deferred compensation plans.

  61. 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, 2023 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.

  62. 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 or their beneficiaries upon termination in various circumstances, assuming termination on December 31, 2023. In the following table, unless indicated otherwise, all equity is listed at its dollar value as of December 31, 2023 and all stock options are valued based on the difference between $38.96, the closing price for one share of our common stock on the NYSE on December 29, 2023 (the last trading day of 2023), and the applicable exercise price.

  63. 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 ($) | | Robert Bodor | | | | | | | | | Base Salary Payment | 600,000 | 1,200,000 | 1,200,000 | — | — | — | — | | Incentive Payment | 600,000 | 1,200,000 | 1,200,000 | 600,000 | 600,000 | — | — | | Benefits Continuation | 5,563 | 8,344 | 8,344 | — | — | — | — | | Accelerated Option Vesting | 107,331 | 268,846 | 268,846 | 268,846 | 268,846 | — | — | | Accelerated RSU Vesting | 432,800 | 1,382,222 | 1,382,222 | 1,382,222 | 1,382,222 | — | — | | Accelerated PSU Vesting(3) | — | — | — | 1,187,851 | — | 1,187,851 | — | | Daniel Schumacher | | | | | | | | | Base Salary Payment | 360,000 | 360,000 | 360,000 | — | — | — | — | | Incentive Payment | 234,000 | 468,000 | 468,000 | — | — | — | — | | Benefits Continuation | — | — | — | — | — | — | — | | Accelerated Option Vesting | 28,611 | 66,304 | 66,304 | 66,304 | 66,304 | — | — | | Accelerated RSU Vesting | 157,359 | 488,909 | 488,909 | 488,909 | 488,909 | — | — | | Accelerated PSU Vesting(3) | — | — | — | 214,241 | — | 214,241 | — | | Michael R. Kenison | | | | | | | | | Base Salary Payment | 350,200 | 350,200 | 350,200 | — | — | — | — | | Incentive Payment | 210,120 | 420,240 | 420,240 | — | — | — | — | | Benefits Continuation | 13,578 | 13,578 | 13,578 | — | — | — | — | | Accelerated Option Vesting | 25,477 | 55,091 | 55,091 | 55,091 | 55,091 | — | — | | Accelerated RSU Vesting | 158,694 | 495,844 | 495,844 | 495,844 | 495,844 | — | — | | Accelerated PSU Vesting(3) | — | — | — | 101,971 | — | 101,971 | — | | Bjoern Klaas | | | | | | | | | Base Salary Payment | 346,734 | 346,734 | 346,734 | — | — | — | — | | Incentive Payment | 173,367 | 346,734 | 346,734 | — | — | — | — | | Benefits Continuation | — | — | — | — | — | — | — | | Accelerated Option Vesting | 23,680 | 47,913 | 47,913 | 47,913 | 47,913 | — | — | | Accelerated RSU Vesting | 144,649 | 435,768 | 435,768 | 435,768 | 435,768 | — | — | | Accelerated PSU Vesting(3) | — | — | — | 92,374 | — | 92,374 | — | | Oleg Ryaboy | | | | | | | | | Base Salary Payment | 350,000 | 350,000 | 350,000 | — | — | — | — | | Incentive Payment | 175,000 | 350,000 | 350,000 | — | — | — | — | | Benefits Continuation | 8,500 | 8,500 | 8,500 | — | — | — | — | | Accelerated Option Vesting | 28,165 | 65,859 | 65,859 | 65,859 | 65,859 | — | — | | Accelerated RSU Vesting | 191,920 | 676,501 | 676,501 | 676,501 | 676,501 | — | — | | Accelerated PSU Vesting(3) | — | — | — | 67,167 | — | 67,167 | — |

  64. 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, 2024 and 2025, 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, 2023, prorated based on the portion of the original performance periods that had elapsed prior to December 31, 2023 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.

  65. CEO Pay Ratio

    CEO Pay Ratio We determined that the 2023 annual total compensation of the median employee, determined as of December 31, 2023, other than our CEO, Robert Bodor, was $56,038; Dr. Bodor’s 2023 annual total compensation was $5,126,861; and the ratio of these amounts was 91-to-1. As of December 31, 2023, our total population consisted of 2,415 employees. 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 salary 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.

  66. 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 fiscal years ending in 2020, 2021, 2022, and 2023:

  67. Pay Versus Performance

    | Year | Summary Compensation Table Total for Current CEO(1) | Compensation Actually Paid (CAP) to Current CEO(1,2) | Summary Compensation Table Total for Former CEO(1) | Compensation Actually Paid (CAP) to Former CEO(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) | | | | 2023 | $5,126,861 | $6,729,460 | NA | NA | $1,242,867 | $1,552,217 | $38 | $148 | $17,220 | $504,044 | | 2022 | $4,619,545 | $2,034,934 | NA | NA | $1,017,900 | $550,832 | $25 | $123 | ($103,462) | $500,005 | | 2021 | $3,022,116 | $504,316 | $178,812 | ($5,566,128) | $1,187,153 | ($354,016) | $51 | $177 | $33,372 | $484,799 | | 2020 | NA | NA | $3,407,218 | $6,736,558 | $1,028,556 | $2,350,811 | $151 | $144 | $50,867 | $433,379 |

  68. Pay Versus Performance

    (1)The current CEO is Robert Bodor, who began serving as CEO effective March 1, 2021. The former CEO is Victoria M. Holt, who retired effective February 28, 2021.

  69. Pay Versus Performance

    | Year | Current CEO | Former CEO | Non-CEO NEOs | | 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 | Victoria Holt | Daniel Schumacher, Arthur R. Baker III, Michael R. Kenison, Bjoern Klaas, and John A. Way | | 2020 | | Victoria Holt | Robert Bodor, Arthur R. Baker III, Bjoern Klaas, and John A. Way |

  70. 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: 2023 CAP for the current CEO and the average CAP for the non-CEO NEOs reflects the following adjustments from Total Compensation reported in the SCT:

  71. Pay Versus Performance

    | | Current CEO | Average | | | | Non-CEO NEOs | | Total 2023 Compensation reported in Summary Compensation Table (SCT) | $5,126,861 | $1,242,867 | | Adjustments for stock and option awards | | | | Subtract SCT amounts of stock and option awards | (4,181,598) | (772,429) | | Add fair value at year-end of awards granted during fiscal year 2023 that are outstanding and unvested at year-end | 4,901,078 | 899,352 | | +/- The difference between fair value of awards from the end of fiscal year 2022 to the end of fiscal year 2023 for awards granted in any prior fiscal year that are outstanding and unvested at year-end | 793,909 | 152,781 | | Add the fair value as of the vesting date for awards granted and vesting during fiscal year 2023 | — | — | | +/- The change in fair value from the end of fiscal year 2022 to the vesting date for awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during fiscal year 2023 | 89,210 | 29,646 | | Subtract fair value at end of prior year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during fiscal year 2023 | — | — | | Add dividends or other earnings paid on stock or option awards in 2023 prior to vesting if not otherwise included in total compensation for fiscal year 2023 | — | — | | Compensation Actually Paid for Fiscal Year 2023 (as calculated) | $6,729,460 | $1,552,217 |

  72. 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, 2019, including reinvestment of any dividends. (4)Our selected peer group is the peer group discussed in "Compensation Discussion and Analysis: Peer Group" (our "CD&A Peer Group"). In our pay versus performance disclosures for 2022, we used the Russell 2000 Growth Index as our peer group. Pursuant to SEC guidance, we have changed our peer group. Our CD&A Peer Group included the following companies for the fiscal years ending in 2020, 2021, 2022 and 2023:

  73. Pay Versus Performance

    | Year | CD&A Peer Group | | 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. | | 2022 | 3D Systems Corporation, Badger Meter, Inc., Cerence Inc., Enerpac Tool Group Corp., ESCO Technologies Inc., FARO Technologies, Inc., Helios Technologies, Inc., Novanta Inc., Power Integrations, Inc. Raven Industries, Inc. RBC Bearings Incorporated, Semtech Corporation, SPS Commerce, Inc., Universal Display Corporation, and Vicor Corporation. | | 2021 | 3D Systems Corporation, Axon Enterprise, Inc., Badger Meter, Inc., Cognex Corporation, ESCO Technologies Inc., FARO Technologies, Inc., Helios Technologies, Inc., Monolithic Power Systems, Inc., Novanta Inc., Power Integrations, Inc., Raven Industries, Inc., RBC Bearings Incorporated, Semtech Corporation, SPS Commerce, Inc., and Universal Display Corporation. | | 2020 | 3D Systems Corporation, Axon Enterprise, Inc., Badger Meter, Inc., Cognex Corporation, ESCO Technologies Inc., FARO Technologies, Inc., Helios Technologies, Inc., Monolithic Power Systems, Inc., Novanta, Inc., Power Integrations, Inc., Raven Industries, Inc., RBC Bearings Incorporated, Shutterstock, Inc., SPS Commerce, Inc., and Universal Display Corporation. |

  74. 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:

  75. Pay Versus Performance

    | Value of $100 Initial Fixed Investment on December 31, 2019 | | | | | Year | PRLB | Russell 2000 Growth Index | CD&A Peer Group | | 2023 | $38 | $128 | $148 | | 2022 | $25 | $110 | $123 | | 2021 | $51 | $138 | $177 | | 2020 | $151 | $120 | $144 |

  76. 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 2023 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 9, 2024.

  77. 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, 2019, including reinvestment of any dividends.

  78. Compensation Actually Paid Versus Net Income (Loss)

    Compensation Actually Paid Versus Net Income (Loss)

  79. 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 four years reported.

  80. Compensation Actually Paid Versus Revenue in Constant Currency

    | DIRECTOR COMPENSATION |

  81. 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 compensation and talent committee periodically reviews the compensation arrangements for our non-employee directors and makes recommendations to our board of directors. In September 2023, 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. Despite findings that our director’s compensation is below the market median, the compensation and talent committee opted not to change the program. 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 follows:

  82. 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 at the following annual meeting of shareholders | | 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 |

  83. 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, 2023, all of our directors who are not significant shareholders have met these guidelines.

  84. Non-Employee Director Compensation for 2023

    Non-Employee Director Compensation for 2023 The following table sets forth information concerning annual compensation for our non-employee directors during the year ended December 31, 2023.

  85. Non-Employee Director Compensation for 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | Archie C. Black | 87,956 | 145,000 | — | 232,956 | | Sujeet Chand | 60,000 | 145,000 | — | 205,000 | | Moonhie Chin | 61,600 | 145,000 | — | 206,600 | | Rainer Gawlick | 113,444 | 145,000 | — | 258,444 | | Stacy Greiner | 58,000 | 145,000 | — | 203,000 | | Donald G. Krantz | 56,000 | 145,000 | — | 201,000 | | Sven A. Wehrwein | 74,000 | 145,000 | — | 219,000 |

  86. Non-Employee Directors - Outstanding Equity Awards at 2023 Fiscal Year-End

    Non-Employee Directors - Outstanding Equity Awards at 2023 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, 2023:

  87. Non-Employee Directors - Outstanding Equity Awards at 2023 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 | — | 4,513 | — | | Sujeet Chand | — | 4,513 | — | | Moonhie Chin | — | 4,513 | — | | Rainer Gawlick | 3,340 | 4,513 | — | | Stacy Greiner | — | 4,513 | — | | Donald G. Krantz | — | — | 4,513 | | Sven A. Wehrwein | 3,340 | 4,513 | — |

  88. Non-Employee Directors - Outstanding Equity Awards at 2023 Fiscal Year-End

    | PROPOSAL 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  89. Non-Employee Directors - Outstanding Equity Awards at 2023 Fiscal Year-End

    The audit committee has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm for fiscal 2024, 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 2024 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.

  90. Non-Employee Directors - Outstanding Equity Awards at 2023 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 2024. |

  91. Non-Employee Directors - Outstanding Equity Awards at 2023 Fiscal Year-End

    | AUDIT COMMITTEE REPORT |

  92. Non-Employee Directors - Outstanding Equity Awards at 2023 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, 2023 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, 2023. 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, 2024. 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

  93. Non-Employee Directors - Outstanding Equity Awards at 2023 Fiscal Year-End

    | FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  94. Non-Employee Directors - Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Fiscal Year | | | | 2023 | 2022 | | Audit Fees | $1,220,027 | $1,387,698 | | Audit-Related Fees | — | — | | Tax Fees | — | 3,571 | | All Other Fees | — | — | | Total | $1,220,027 | $1,391,269 |

  95. Non-Employee Directors - Outstanding Equity Awards at 2023 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. jurisdiction. “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 2023 and 2022, 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.

  96. Non-Employee Directors - Outstanding Equity Awards at 2023 Fiscal Year-End

    | PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION |

  97. Non-Employee Directors - Outstanding Equity Awards at 2023 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.” 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.

  98. Non-Employee Directors - Outstanding Equity Awards at 2023 Fiscal Year-End

    | THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY (NONBINDING) RESOLUTION. |

  99. Non-Employee Directors - Outstanding Equity Awards at 2023 Fiscal Year-End

    | PROPOSAL 4—APPROVAL OF THE AMENDED AND RESTATED PROTO LABS, INC. 2022 LONG-TERM INCENTIVE PLAN |