3D Systems (DDD) DEF 14ADefinitive proxy

333 Three D Systems Circle

Rock Hill, South Carolina 29730

April 5, 2023

Dear Fellow Stockholder:

We are pleased to invite you to 3D Systems Corporation’s 2023 Annual Meeting of Stockholders. Our meeting will be held virtually on May 16, 2023, at 2:30 PM Eastern Time, to accommodate our stockholders around the world who will be able to listen, vote, and submit questions from their homes or any remote location with internet connectivity.

We use the internet as our primary means of furnishing proxy materials to our stockholders, including the notice and proxy statement, a proxy card, and our 2022 annual report. The notice and proxy statement contain important information about proxy voting and the business to be conducted at the meeting.

We encourage you to participate in the Annual Meeting so that we can review the past year with you, listen to your suggestions, and answer any questions that you may have. Whether or not you plan to participate in the Annual Meeting, please vote your shares as soon as possible so that your vote will be counted.

Thank you for your continued support of 3D Systems.

Sincerely,

Dr. Jeffrey A. Graves

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF

3D SYSTEMS CORPORATION

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of 3D Systems Corporation, a Delaware corporation (the “Company,” “3D Systems,” “we,” and “us”), will be held:

Items of Business

Stockholders of record at the close of business on March 20, 2023, are entitled to notice of, to attend, and to vote at the Annual Meeting. On or about April 5, 2023, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”), and proxy card are being mailed or made available to stockholders.

We encourage you to vote on the proposals to be considered at the Annual Meeting electronically at www.proxydocs.com/DDD. If you have requested delivery of a printed version of the materials, you will receive a proxy card that you may use to vote your shares. You may also vote by telephone as set forth on the Notice of Internet Availability, your proxy card, or any voting instruction form provided to you.

Regardless of whether you plan to participate in the Annual Meeting, we encourage you to vote your shares electronically on the internet, by telephone, or by proxy card. Please vote today to ensure that your votes are counted.

If you participate in the Annual Meeting, you will be able to vote your shares electronically during the Annual Meeting if you so desire, even if you previously voted. See page 55 of this Proxy Statement for additional details on how to participate in the meeting.

By Order of the Board of Directors

Andrew M. Johnson

Secretary

Rock Hill, South Carolina

April 5, 2023

TABLE OF CONTENTS

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BOARD OF DIRECTORS

Proposal 1: Election of Directors

NOMINATION AND ELECTION OF DIRECTORS

Each of our 10 director nominees is a current 3D Systems director, and, if elected, each of the director nominees will serve for a one-year term expiring at the Annual Meeting to be held in 2024.

Our Amended and Restated By-Laws (“By-Laws”) provide that a director nominee is elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee). Stockholders can vote to “abstain,” but that vote will not have an effect in determining the election results. For more information, see “Frequently Asked Questions” on page 55. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Under our Corporate Governance Guidelines, each director must submit an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not re-elect that director. In that situation, our Corporate Governance and Sustainability Committee would make a recommendation to the Board about whether to accept or reject the resignation or whether to take other action instead. Within 90 days from the date of the certified election results, the Board would act on the Corporate Governance and Sustainability Committee’s recommendation and publicly disclose its decision and the rationale behind it.

If any nominee becomes unavailable for any reason or if a vacancy should occur before the election, the holders of proxies may vote the shares represented by such duly executed proxies in favor of such other person as they may determine. Alternatively, in lieu of designating a substitute, the Board may reduce the number of directors.

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CORPORATE GOVERNANCE AT 3D SYSTEMS

ROLE OF THE BOARD OF DIRECTORS

Our Board oversees the management of the Company’s business and affairs. Stockholders elect the members of the Board to act on their behalf and to oversee their interests. Unless reserved to the stockholders under applicable law or our By-Laws, all corporate authority resides in the Board as the representative of the stockholders. The Board selects and appoints executive officers to manage the day-to-day operations of the Company while retaining ultimate oversight responsibilities. Together, the Board and management share an ongoing commitment to the highest standards of corporate governance and ethics. The Board reviews all aspects of our governance policies and practices, including our Corporate Governance Guidelines and the Company’s Code Conduct and Code of Ethics, at least annually and makes changes as necessary. The Company’s Governance documents are available at “Availability of Information” on page 18.

CODE OF CONDUCT AND CODE OF ETHICS

Our Code of Conduct applies to all of our employees worldwide, including all of our officers. We separately maintain a Code of Ethics that applies to our CEO, CFO, principal accounting officer, and all other senior financial executives and to directors of the Company when acting in their capacity as directors.

These documents are designed to set high standards of business conduct and ethics for our activities and to help directors, officers, and employees resolve ethical issues. The purpose of our Code of Conduct and our Code of Ethics is to provide assurance to the greatest possible extent that our business is conducted in a consistently legal and ethical manner. Employees may submit concerns or complaints regarding ethical issues on a confidential basis by means of our 3D Systems Open Line, which includes a toll-free telephone number and website. Communications through the 3D Systems Open Line are monitored on a daily basis, and all messages are reported to the Chief Compliance Officer and the Chair of the Compliance Committee.

We intend to disclose amendments to, or waivers from, any provision of the Code of Ethics that applies to our CEO, CFO, or principal accounting officer, and persons performing similar functions and that relates to any element of the Code of Ethics described in Item 406(b) of Regulation S-K by posting such information on our website. There have been no such waivers since the date of the proxy statement for our 2022 Annual Meeting.

CORPORATE GOVERNANCE GUIDELINES

Our Board of Directors is committed to sound and effective corporate governance practices, to exercising its oversight responsibilities diligently with respect to our business and affairs consistent with the highest principles of business ethics, and to meeting the corporate governance requirements that apply to us. We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefit of our stockholders. We regularly review and consider our corporate governance policies and practices, taking into account the Securities and Exchange Commission’s (the “SEC”) corporate governance rules and regulations, the corporate governance standards of the New York Stock Exchange (the “NYSE”), and stockholder feedback.

The Board has adopted Corporate Governance Guidelines that provide a framework for the governance of the Company as a whole and describe the principles and practices that the Board follows in carrying out its responsibilities. Our Corporate Governance Guidelines address, among other things:

The Corporate Governance and Sustainability Committee is responsible for overseeing our Corporate Governance Guidelines, periodically assessing their adequacy, and modifying them to meet new circumstances. See “Availability of Information” on page 18 for instructions on how to view the Company’s Corporate Governance Guidelines.

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CORPORATE GOVERNANCE

BOARD LEADERSHIP

The Board has separated the position of its Chair from the position of CEO. Mr. McClure, an independent director, serves as Chair of the Board of Directors. Mr. McClure was appointed Chair in October 2018.

We do not have a policy regarding whether the Chair and CEO roles should be combined or separated. Rather, the Board of Directors prefers to retain flexibility to choose its leadership structure and Chair in any way that it deems best for the Company and its stockholders at any given time. The Board periodically reviews the appropriateness and effectiveness of its leadership structure. The Board believes that the current Board leadership structure allows Dr. Graves to focus on managing the daily operations of the Company in his role as CEO while permitting Mr. McClure to oversee the Board’s significant functions. The Board also believes that the current structure aids in the efficient conduct of Board meetings as the directors discuss key business and strategic matters and other critical issues.

While the Board believes that the separation of the positions of Chair and CEO has been beneficial to the Company, the Board does not view any particular Board leadership structure as being preferable to any other. Accordingly, if any future change in the Board’s leadership structure occurs (which the Board does not currently expect to happen), the Board will take such actions with respect to its leadership structure as it then considers to be appropriate.

DIRECTOR INDEPENDENCE

Nine of the 10 director nominees are “independent” directors. Under the corporate governance standards of the NYSE, at least a majority of our directors and all of the members of the Audit Committee, Compensation Committee, and Corporate Governance and Sustainability Committee must be “independent” directors. The corporate governance standards of the NYSE provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company). The Board has affirmatively determined that director nominees Malissia R. Clinton, William E. Curran, Claudia N. Drayton, Thomas W. Erickson, Jim D. Kever, Charles G. McClure, Jr., Kevin S. Moore, Vasant Padmanabhan, and John J. Tracy satisfy the bright-line criteria of the corporate governance standards of the NYSE and that they have no material relationships with us. In making its determination, the Board and the Corporate Governance and Sustainability Committee reviewed the following relationships:

DIRECTOR QUALIFICATIONS

In nominating each of the director nominees, the Corporate Governance and Sustainability Committee and the Board considered, among other things, the Corporate Governance Guidelines, which were adopted in 2004 and most recently amended in February 2022, and the Qualifications for Nomination to the Board, which were adopted in 2004 and most recently reviewed in February 2021. Our corporate governance guidelines, practices, and policies are available on our website at investor.3dsystems.com/governance. These qualifications include, among other factors, a candidate’s ethical character, experience, and diversity of background, as well as whether the candidate is independent under applicable

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listing standards and financially literate. The Corporate Governance and Sustainability Committee and the Board also took into consideration the following factors relating to each director since the 2022 Annual Meeting:

The Corporate Governance and Sustainability Committee and the Board considered each nominee’s overall business experience, contributions to Board activities during 2022, and independence in their evaluation of each nominee in conjunction with the factors discussed above but did not otherwise give greater weight to any of the factors cited compared with any of the others. While the Board considers self-identified diversity characteristics and diversity of experience in its nomination decisions, we do not maintain a diversity policy relating to the composition of the Board of Directors. The Board believes that each of the nominees for director is well qualified to continue to serve as a director of the Company and that the nominees provide the mix of experience that is required to enable the Board to perform its functions.

BOARD DIVERSITY AND REFRESHMENT

The Board is committed to building a Board with diverse experiences and backgrounds that has the right mix of skills, experience, and perspectives to support our future strategic direction. Our directors reflect diverse perspectives, including a complementary mix of skills, experience, and backgrounds that we believe are paramount to our ability to represent the interests of our stockholders. Our three most-recently elected independent directors each identify as gender or ethnically diverse.

SKILLS, QUALIFICATIONS AND DIVERSITY

The following matrix highlights the mix of key skills, qualities, attributes, and experiences of each director nominee and is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. The demographic information presented below is based on voluntary self-identification by each individual. Additional biographical information on each nominee begins on page 2.

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CORPORATE GOVERNANCE

MEETINGS AND MEETING ATTENDANCE

During 2022, the Board of Directors held 8 meetings. In 2022, each member of the Board of Directors attended at least 85 percent of the aggregate number of meetings of the Board of Directors held during the period for which he or she was a director and of the committees of the Board on which he or she served during the periods that he or she served.

The Board holds executive sessions with only non-employee directors in attendance at its regular meetings and at other meetings when circumstances warrant those sessions. The CEO and other members of management are excused from these executive sessions. The Chair of the Board or the Chair of the Corporate Governance and Sustainability Committee presides over such non-management sessions of the Board. Additionally, the independent directors meet in executive session at least quarterly. The CEO, any other non-independent directors, and other members of management are excused from such meetings, and the Chair of the Board presides over such meetings.

It is expected that all incumbent directors and director nominees will attend our annual meetings of stockholders whether held virtually (as for the 2022 Annual Meeting) or in person. All the directors then in office virtually attended our 2022 Annual Meeting of Stockholders.

DIRECTOR TENURE AND RETIREMENT AGE

The Board generally believes that a mix of long- and short-tenured directors promotes an appropriate balance of views and insights and allows the Board as a whole to benefit from the historical and institutional knowledge that longer-tenured directors possess, and the fresh perspectives contributed by newer directors. In support of Board refreshment efforts, the Board has implemented both 10-year term limits (effective beginning December 2019) and a mandatory retirement age of 75 for directors.

Director Emeritus Program

The Board has created a Director Emeritus program to avail itself of the counsel of directors retiring from the Board due to age or term-limit restrictions who have made and can continue to make unique contributions to the deliberations of the Board. Under the program, the Board may, at its discretion, designate a retiring director as Director Emeritus to serve one or more annual terms subject to reappointment as Director Emeritus by the Board

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after each annual meeting of stockholders. A Director Emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board or its committees but may not vote, be counted for quorum purposes, have any of the duties or obligations imposed on our directors or officers under applicable law, or otherwise be considered a director.

In conjunction with the implementation of a retirement age for directors in 2021, Charles W Hull, a founder of the Company and our current Executive Vice President and Chief Technology Officer for Regenerative Medicine, transitioned to Director Emeritus status following the 2021 Annual Meeting. The Board believes that Mr. Hull continues to provide valuable knowledge and leadership to the Company’s efforts in the field of regenerative medicine and other matters, and the Board recognizes the unique insight and guidance he can provide as a Director Emeritus. It is the Board’s intention to appoint Mr. Hull to a second term as Director Emeritus at the conclusion of the 2023 Annual Meeting.

STOCKHOLDINGS OF DIRECTORS

Among the factors considered under our “Corporate Governance at 3D Systems—Director Qualifications” discussed on page 8 is an expectation that each director will hold during his or her term of office a meaningful number of shares of our Common Stock. Several of our directors beneficially own substantial numbers of shares of our Common Stock. See “Director Compensation—Stock Ownership and Holding Requirements for Non-Employee Directors” and “Security Ownership of Certain Beneficial Owners and Management” for more details.

BOARD EVALUATIONS

Our Corporate Governance Guidelines further require that the Board, acting through the Corporate Governance and Sustainability Committee, conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. In addition, our Corporate Governance Guidelines require that each committee conduct an annual self-evaluation to assess its compliance with the requirements of its charter and the Corporate Governance Guidelines, as well as ways in which committee processes and effectiveness may be enhanced.

We are committed to providing transparency about our Board and committee evaluation process. Our Chair of the Board and Chair of the Corporate Governance and Sustainability Committee lead the Board’s self-evaluation process. Each director completes a comprehensive questionnaire evaluating the performance of the Board as a whole and the committees on which the director serves. The directors’ responses are aggregated and anonymized to encourage the directors to respond candidly and to maintain the confidentiality of their responses. The directors’ responses about the performance of the Board as a whole and the committees are summarized and shared with the Board. The annual evaluation process provides the Board with valuable insight regarding areas where the Board believes it functions effectively and, more importantly, areas where the Board believes it can improve.

RELATED PARTY TRANSACTION POLICY AND PROCEDURES

In addition to the provisions of our Code of Conduct and Code of Ethics that deal with conflicts of interest and related-party transactions, we have adopted a Related Party Transaction Policy that is designed to confirm our position that related-party transactions should be avoided except when they are in our interests and to require that certain types of transactions that may create conflicts of interest or other relationships with related parties are approved in advance by (a) the Board of Directors and (b) the Corporate Governance and Sustainability Committee or a committee composed of directors who are independent and disinterested with respect to the matter under consideration. This policy applies to transactions meeting the following criteria:

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CORPORATE GOVERNANCE

In adopting this policy, the Board reviewed certain types of transactions and deemed them to be pre-approved even if the amount involved exceeds $120,000. These types of transactions include:

Under the terms of our Related Party Transaction Policy, when considering whether to approve a proposed related party transaction, factors to be considered include, among other things, whether such transaction is on terms no more favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. A copy of our Related Party Transaction Policy is posted on our website. See “Availability of Information” on page 18.

There were no related-party transactions in 2022.

SUCCESSION PLANNING

We maintain a succession plan for the position of CEO and other executive officers. To assist the Board with this requirement, the CEO annually leads the Board of Directors in a discussion of CEO and senior management succession. The annual review includes an evaluation of the requirements for the CEO and each senior management position and an examination of potential permanent and interim candidates for CEO and other senior management positions.

RISK OVERSIGHT

Consistent with Delaware law, our business is managed by our officers under the direction and oversight of the Board. In this regard, our management, including our corporate officers, is responsible for the day-to-day management of the risks facing us, including macroeconomic, financial, strategic, operational, public reporting, legal, regulatory, political, compliance, organizational, security, and reputational risks. They carry out this responsibility through a coordinated effort among themselves in the management of our business.

In exercising its oversight responsibilities, as permitted by law, the Board receives and relies on reports and other information provided by management, reviews and approves matters that it is required or permitted to approve by law or our Certificate of Incorporation or By-Laws, and receives information relating to, and inquiries into, such other matters as it deems appropriate, including our strategic outlook, business plans, prospects and performance, succession planning, risk management, cybersecurity, and other matters for which it has oversight responsibility. The Board carries out its general oversight responsibility both by acting as a whole as well as through its committees. Among other things, the Board periodically reviews our processes for identifying, ranking, and assessing risks that affect our organization as well as the output of those processes. The Board also receives

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periodic reports from our management on various risks, including risks of the types mentioned facing our businesses, risks presented by transactions that are presented to the Board for approval, and risks arising out of our corporate strategy.

As discussed below, the Board also maintains several standing committees with risk oversight responsibility for various Board functions. Although the Board has ultimate responsibility for overseeing risk, its standing committees perform certain of its risk oversight responsibilities. For example, the Audit Committee engages in ongoing discussions regarding major financial and accounting risk exposures and the process and system employed to monitor and control such exposures. In addition, the Audit Committee engages in periodic discussions with management concerning the process by which risk assessment and management are undertaken, and it exercises oversight regarding the risk assessment and management processes related to, among other things, internal controls, credit, capital structure, liquidity, cybersecurity, and insurance programs. In carrying out these responsibilities, the Audit Committee, among other things, regularly reviews with the Internal Audit Director the audits or assessments of significant accounting and audit risks conducted by Internal Audit personnel based on their audit plan, and the Audit Committee regularly meets in executive sessions with the Internal Audit Director. The Audit Committee also regularly reviews with management our internal control over financial reporting, including any significant deficiencies or material weaknesses. As part of these reviews, the Audit Committee reviews steps taken by management to monitor, control, and mitigate risks. The Audit Committee also regularly reviews with the Chief Legal Officer significant legal, regulatory, and compliance matters that could have a material impact on our financial statements or business. Finally, from time-to-time, executives who are responsible for managing particular risks, such as cybersecurity, report to the Audit Committee on how those risks are being controlled and mitigated.

Other Board committees also exercise responsibility to oversee risk within their areas of responsibility and expertise. For example, as noted in the section entitled “Risk Assessment of Compensation Policies and Practices” below, the Compensation Committee oversees risk assessment and management with respect to our compensation policies and practices, and it exercises oversight with respect to our 401(k) plan; the Corporate Governance and Sustainability Committee engages in periodic discussion with our Chief Compliance Officer regarding major environment, health, and safety risks; and the Compliance Committee engages in ongoing discussion with the Chief Compliance Officer and the Chief Legal Officer regarding regulatory and compliance matters, including compliance with applicable export controls, government contracts, FDA, compliance, and similar governmental regulatory regimes.

In those cases where committees have risk oversight responsibilities, the Chairs of the committees regularly report to the full Board the significant risks facing the Company, as identified by management, and the measures undertaken by management for controlling and mitigating those risks.

RISK ASSESSMENT OF COMPENSATION POLICIES AND PRACTICES

Our Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors, and reviewed these items with its independent consultant, Meridian Compensation Partners, LLC (“Meridian”). In addition, our Compensation Committee asked Meridian to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business.

For more information regarding our compensation program, see the section entitled “Compensation Discussion and Analysis” beginning on page 25.

GLOBAL RESPONSIBILITY AND SUSTAINABILITY

Sustainability Program

3D Systems recognizes that sustainability is important to how we do business. The context in which our business operates is transforming due to the effects of climate change and heightened social, economic, and health challenges around the globe. The Company believes that it is well positioned to respond to these challenges by

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integrating sustainable business activities into our strategy and operations to deliver long-term value. We continue to enhance our environmental, social, and governance (“ESG”) activities in alignment with our long-term sustainability strategy.

Governance

We uphold strong corporate governance practices and demonstrate integrity as we leverage this foundation to influence our sustainability activities. The Company’s sustainability program is led by our Chief People Officer and Chief Administrative Officer, and the Board has delegated oversight of these efforts to the Governance Committee. The committee has primary responsibility for reviewing and monitoring the Company’s sustainability strategy, ESG priorities with alignment to our business strategy, and the program’s progress in support of driving long-term value. Through collaboration across our business functions, we identify priorities and evolve our sustainability program and related governance activities to address changing global trends.

Board and Management Oversight: In 2022, we focused our efforts on expanding ESG disclosures and maturing aspects of our ESG activities within our sustainability program. We formalized Board oversight by executing updates to the Governance Committee at least twice a year from the Chief Administrative Officer. The Governance Committee’s materials are available to the full Board, and the Board receives periodic updates on our sustainability program strategy, annual goals, and program measures. We also named executive sponsors for our ESG strategies to drive program priorities, manage risks, and monitor progress against plans.

Stakeholder Engagement: Understanding expectations of key stakeholders is an important part of evolving our sustainability program. We seek feedback from our employees in areas such as culture, career development, inclusivity, integrity, employee success, and environmental stewardship. Additionally, we perform in-depth analysis on our largest investors and customers to further influence our program today and well into the future. From our reviews, we noted key stakeholder priorities include addressing climate and energy efficiency, health, safety and wellbeing, product stewardship, diversity, equity and inclusion, and training and development.

Environmental Responsibility

We acknowledge our role in decarbonizing the global economy and are committed to being a responsible steward of the environment as we grow and operate our business.

Our Products and Customers: As we develop and innovate our product portfolio, we consider emerging global trends which influence the design of our future products and materials. Our unique offerings of hardware, software, materials, and services provide application-specific solutions powered by the expertise of our application engineers. These engineers collaborate with our customers to transform how they deliver their products and services. We will further focus on developing solutions to enable our customers to address evolving sustainability challenges, considering strategies such as advance materials, production on demand, and improved efficiencies through additive manufacturing capabilities.

Our Operations: In 2022, we expanded our reporting on climate activities in alignment with the Task Force on Climate-Related Financial Disclosures (TCFD). A climate risk assessment was conducted to identify and assess 3D Systems’ climate-related transition risks, physical risks, and opportunities. We engaged a third-party climate advisor to document our value chain, review peer risks and opportunities, conduct interviews on value chain segments, and conduct workshops to validate climate risks and opportunities. In 2022, we also expanded our reporting on scope 1 and scope 2 greenhouse gas (“GHG”) emissions based on requirements defined by the World Resource Institute’s (WRI) Greenhouse Gas Protocol. Details on 3D Systems’ GHG footprint and year over year performance can be found on our Company’s Sustainability webpage. See “Availability of Information” on page 18 for details on accessing this information.

Additionally, we conducted a screen of our key manufacturing facilities using the Aqueduct^™ Water Risk Atlas tool to identify operations in high water-stressed or scarce locations to understand potential impacts. While none of our key manufacturing facilities operate in high-risk or very high-risk watersheds, we will continue to monitor our locations and seek opportunities to manage resources efficiently across our portfolio. Our facility metrics and environmental assessments will be used to provide insights to management and the Board as we evaluate environmental strategies, commitments, and define goals around further reducing GHG emissions, conserving energy, and minimizing waste.

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Social Responsibility

We are committed to supporting the health, safety, and well-being of our teams and of the communities where we live and work.

Health & Safety: Our focus is to reduce health and safety risks and continue to drive a strong safety culture through communication, awareness, and visible leadership. To fulfill this commitment, we provide ongoing global and site-specific communications and company-wide safety training. We have robust, site-specific safety programs in place, which includes proper safety equipment at our facilities for those working in potentially high-hazard environments. We monitor injury and illness health and safety metrics across the Company to continually evaluate our safety programs and meet the needs of our teams. The Company continues to monitor the impact of COVID-19 and we tailor our response efforts to trends identified across the globe.

Our Communities: It is important that we make a positive impact on society by serving the communities where our employees live and work. We support our teams’ passion for serving through our 3D Systems Gives Back volunteer program, built on the purpose of serving our underserved populations to drive equity and inclusion within our local communities. Our employees at sites around the world are allotted time each year for volunteering and are encouraged to select nonprofit organizations or community service activities that focus on access to education, basic needs, and support services within our local communities.

Talent Management Strategies: Our highly skilled employees are vital to our success, and we depend on them to innovate and deliver extraordinary to our customers. We prioritize our talent management strategies to attract and hire top talent, develop our teams to build key capabilities, and engage, motivate, and retain our employees to do their best work each day. In 2022, we launched robust talent management standards, guidance, and tools to ensure consistency of approach in reviewing our talent across the Company. These resources further enable leaders to develop employees through performance reviews, annual goal setting, and career development goal planning. We also expanded our succession planning processes as part of our efforts to build our future leadership pipeline.

Inclusion & Belonging: We are passionate about broadening the diversity of our workforce to propel our culture of innovation and our ability to deliver forward-thinking solutions. We are committed to fostering an environment where inclusion and belonging are central to how we work across our global teams and support employees with opportunities to grow, contribute, develop, and thrive. We engage our employees through activities such as the following:

3D Systems Employee Resources Groups have been established over the years to promote networking, mentor relationships, and a sense of belonging across our teams. In 2022, we increased the number and type of ERGs and expanded ERG participation to our global locations.

Women Networking Events are in place to further build network opportunities for women internally across our global offices and externally through memberships with outside professional organizations. In 2022, we established more formal networking programs for women across our Company.

Outreach efforts were expanded in 2022 to focus on building long-term relationships with HBCUs and minority serving organizations to increase exposure and education to additive manufacturing and 3D technology to prepare diverse talent for future job opportunities. We also participated in a variety of select diversity events, career fairs, and other collegiate activities to advance the promotion of our intern program and entry level new hire positions to a broader, diverse audience. Within our 2022 intern program, we increased our diversity talent profile compared to 2021 to better reflect the communities in which we live and work.

3D Culture Connections is a designated space on our Company intranet dedicated to celebrating the diversity of our 3D employees. It highlights the unique perspectives of colleagues around the world and provides educational resources to further build our culture of inclusion and belonging.

As we evolve our talent strategies, we will continue to advance our commitments and human capital strategies and goals.

Our ESG policies are available on our website at www.3dsystems.com/make-an-impact. See “Availability of Information” on page 18 for a list of our ESG policies.

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COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors maintains five standing committees: Audit, Compensation, Corporate Governance and Sustainability, Compliance, and Technology Applications. The key responsibilities of each committee, together with their current membership and the number of meetings held in 2022, are set forth below. Each Committee Chair meets regularly with management during the year to discuss committee business, shape agendas, and facilitate efficient meetings. The Board Chair, Mr. McClure, attends all committee meetings to serve as a resource and to identify topics requiring the full Board’s attention.

The Board has determined that each member of the Audit, Compensation, Corporate Governance and Sustainability, Compliance and Technology Applications Committees is independent according to applicable SEC and NYSE requirements and our Corporate Governance Guidelines. In addition, the Board has also determined that each member of the Audit Committee also meets the heightened standards of independence applicable to audit committee members as prescribed by the SEC and that each member of the Compensation Committee meets the heightened standards of independence applicable to compensation committee members as prescribed by the NYSE and is a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).

Each of the committees operates under a written charter that has been approved by the Board and is posted on our website. Each committee annually reviews its charter and updates its charter as necessary. See “Availability of Information” on page 18 for the availability of each committee charter.

The “Report of the Audit Committee” is set forth beginning on page 53.

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The “Compensation Committee Report” is set forth on page 38.

Compensation Committee Interlocks and Insider Participation

None of our current executive officers served during 2022 as a director of any entity with which any of our outside directors is associated or whose executive officers served as one of our directors, and none of the members of the Compensation Committee has been an officer or employee of the Company or any of our subsidiaries.

Retainer of Independent Compensation Consultant

The Compensation Committee has sole authority to retain, compensate, and terminate a compensation consultant to assist it in the evaluation of CEO or senior executive compensation. The Compensation Committee retained Meridian as its independent compensation consultant with respect to the Company’s 2022 executive compensation program. Meridian does not provide any other services to the Company, and the Compensation Committee has determined, based on its assessment of the relevant factors set forth in the applicable SEC rules, that Meridian’s work for the Compensation Committee does not raise any conflict of interest. For additional information on the role of the compensation consultant in setting executive compensation see “Executive Compensation—Compensation Discussion and Analysis—Compensation Consultant and Compensation Peer Group” on page 27.

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AVAILABILITY OF INFORMATION

Our corporate governance guidelines, practices, and policies are available on our website at investor.3dsystems.com/governance, including the following documents:

Our ESG policies and practices documents are available on our website at www.3dsystems.com/make-an-impact, including the following documents:

Information on, or that can be accessed through, our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

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CORPORATE GOVERNANCE

DIRECTOR COMPENSATION

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

Director Compensation for 2022

The following table sets forth information concerning all compensation of each of our non-employee directors for their services as a director during the year ended December 31, 2022.

Director Fees

Director compensation is set by the Board, based upon the recommendation of the Corporate Governance and Sustainability Committee through the periodic review and approval of the Non-Employee Director Compensation Policy. We pay the following cash compensation to our non-employee directors:

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CORPORATE GOVERNANCE

As discussed below, non-employee directors also receive annual equity awards. We also reimburse directors for their expenses of attendance at meetings of the Board of Directors or its committees.

Dr. Graves, who is an employee of the Company, received no additional compensation for service as a director in 2022.

Director Equity Awards

Pursuant to the Non-Employee Director Compensation Policy, our directors receive annual grants of immediately vested restricted stock equal to $150,000 in total value under the 2015 Incentive Plan upon their re-election by stockholders to serve as directors. In addition, new directors, upon their election to the Board, receive an immediately vested restricted stock award equal to such number of shares having a value equal to $75,000 and a prorated annual award for the year in which he or she is elected to the Board. All shares of Common Stock issued to directors as compensation for their services as directors are fully vested when issued.

Stock Ownership and Holding Requirements for Non-Employee Directors

Consistent with the Board-adopted Qualifications for Nomination to the Board (publicly disclosed as Addendum A to the Corporate Governance and Sustainability Committee Charter), each non-employee director is expected to hold during his or her term of office a meaningful number of shares of Common Stock. As such, our Corporate Governance Guidelines require our non-employee directors to acquire and maintain an equity stake in the Company with a minimum value equivalent to five times the annual cash retainer paid to non-employee directors (as set forth in the Non-Employee Director Compensation Policy) by 2025 or within 5 years of joining the Board.

Each of our non-employee directors are required to retain all shares of Common Stock that have been awarded to them under the 2015 Incentive Plan until the minimum holding requirement is met; however, they may sell up to 50% of the shares of Common Stock covered by any award to satisfy any tax obligation arising from such grant or grants. In addition, non-employee directors are required to retain all shares of Common Stock that were awarded to them under the 2004 Restricted Stock Plan for Non-Employee Directors (which was depleted in 2019) as long as they remain a director of 3D Systems; however, they may (a) sell up to 50% of an award to cover the tax obligation arising from such grant or grants and (b) make certain transfers of shares received under the 2004 Restricted Stock Plan for Non-Employee Directors to members of their immediate family or to a trust or other form of indirect ownership established by the director for his or her benefit or for the benefit of the members of his or her immediate family.

Shares for the purposes of determining compliance with our stock ownership policy are defined as Common Stock held outright (by the director or his or her spouse), restricted stock units, restricted stock awards, and shares or share equivalents held in a Company savings plan or deferred compensation plan. Stock options, stock appreciation rights, and PSUs are excluded from the definition of shares.

All directors currently comply with their respective ownership requirements or are retaining 50% of all net shares (post-tax) that vest until achieving their minimum share ownership requirement.

DEFERRED DIRECTOR FEES

In December 2022, the Board adopted the 3D Systems Corporation Non-Employee Director Deferral Plan to allow non-employee directors to defer receipt of all or a portion of their equity compensation in a tax efficient manner.

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CORPORATE GOVERNANCE

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth (a) as of the date indicated in the applicable Schedule 13D or 13G with respect to each person identified as having filed a Schedule 13D or 13G and (b) as of March 20, 2023, with respect to the other persons listed in the table, the number of outstanding shares of Common Stock beneficially owned:

Except as otherwise indicated in the footnotes to the table, and subject to any applicable community property laws, each person has the sole voting and investment power with respect to the shares beneficially owned. The address of each person listed is in care of 3D Systems Corporation, 333 Three D Systems Circle, Rock Hill, South Carolina 29730, unless otherwise noted.

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CORPORATE GOVERNANCE

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our executive officers and directors and any person owning 10 percent or more of the outstanding shares of our Common Stock to file reports with the SEC to report their beneficial ownership of and transactions in our securities and to furnish us with copies of those reports. Based upon a review of those reports submitted to us, no executive officer, director, or 10 percent beneficial owner failed to file, on a timely basis, the reports required by Section 16(a) of the Exchange Act for the year ended December 31, 2022, except that Michael Crimmins, our former Senior Vice President and Chief Accounting Officer, filed a late filing to report a retention equity award on June 15, 2022; David Leigh, our former Executive Vice President and Chief Technology Officer, filed a late filing to report shares withheld to cover the tax obligation from the a vesting of shares on December 9, 2022; and Phyllis Nordstrom, our Executive Vice President and Chief Administrative Officer, filed a late filing to report a recognition equity award on June 15, 2022 and a late filing to report a promotional grant on December 2, 2022.

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EXECUTIVE COMPENSATION MATTERS

PROPOSAL 2: Approval, on an Advisory Basis, of the Compensation Paid to Our Named Executive Officers in 2022

We are asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”) as described in this Proxy Statement, including the section entitled “Compensation Discussion and Analysis” and the accompanying compensation tables and the related narrative discussion. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEO’s compensation.

As described in detail under the heading “Compensation Discussion and Analysis,” we design our executive compensation program and pay executive compensation in order to, among other things, attract, motivate, and retain the key executives who drive our success and industry leadership. Compensation that reflects performance and alignment of that compensation with the interests of long-term stockholders are key principles that underlie our compensation program design. Please read the “Executive Compensation Matters” section of this Proxy Statement, including the “Compensation Discussion and Analysis” section, for additional details about our executive compensation program, including information about the 2022 compensation of our NEOs.

The say-on-pay vote is advisory, and, therefore, not binding on the Company, the Compensation Committee, or our Board. However, the Compensation Committee and our Board value the views of our stockholders and will carefully review and consider the voting results for this proposal when evaluating our executive compensation program and making future executive compensation decisions.

Our stockholders last approved an annual say-on-pay frequency at our 2017 Annual Meeting and, as a result, our Board has adopted a policy of holding an annual say-on-pay vote. We are asking our stockholders to vote on the frequency of future advisory votes on executive compensation at the Annual Meeting. See Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation on page 51. Subject to our stockholders’ vote concerning Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation, we expect the next say-on-pay vote will be held at our 2024 Annual Meeting.

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EXECUTIVE COMPENSATION MATTERS

EMPLOYEE COMPENSATION MATTERS

We view compensation as one part of our employees’ total rewards they receive in exchange for committing their time and talent to the Company. We design our compensation programs to be competitive and equitable to support employees in sharing in the success of 3D Systems and tailor our compensation programs to attract and retain top talent to drive success in our current business priorities and emerging strategies. Additionally, we recognize that employees thrive when they have the resources to meet their needs and the time and support to succeed in their professional and personal lives. In support of this, we offer a wide variety of market competitive benefits to employees around the world.

We have established a consistent and unified market-based job architecture that serves as the framework for all employee compensation decisions Company-wide. All employees receive base compensation, either as hourly or annual amounts, and have the opportunity to participate in a short-term incentive plan, either as part of the annual bonus program based on Company performance or a sales incentive plan based on sales related goals. Some employees also have the opportunity to participate in the Company’s various long-term equity incentive plans.

Except with respect to his own compensation, our CEO oversees our employee compensation programs and makes recommendations to the Compensation Committee with respect to the compensation of each of his direct reports and other Section 16 officers.

As discussed under “Corporate Governance at 3D Systems–Risk Oversight–Risk Assessment of Compensation Policies and Practices,” we believe that our compensation practices do not create inappropriate or unintended risks and that any risks that do exist are not reasonably likely to result in a material adverse effect on us. We endeavor to manage any of these risks that may arise through our system of internal financial and operational controls and the Board- and management-oversight processes.

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EXECUTIVE COMPENSATION MATTERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides detailed information and analysis regarding the compensation of our named executive officers (“NEOs”) as reported in the Summary Compensation Table and other tables located in this “Executive Compensation” section of the Proxy Statement.

OUR NAMED EXECUTIVE OFFICERS FOR 2022

Mr. Narula resigned from 3D Systems on May 20, 2022. As the former Chief Financial Officer, his inclusion in this Compensation Discussion and Analysis is required by SEC rules. Mr. Narula’s departure was voluntary. In connection with his departure, Mr. Narula forfeited his participation in the fiscal 2022 Annual Bonus Program and all outstanding unvested equity awards, including restricted stock and performance share units (“PSUs”).

Mr. Pensky was appointed interim Chief Financial Officer, effective May 21, 2022. Pursuant to the terms of an Executive Service Agreement, he was paid $40,000 per calendar month (prorated for any partial month worked) and an immediately vested restricted stock award with a value of $100,000 upon the termination of the agreement in August 2022.

Mr. Turner was appointed our new Executive Vice President and Chief Financial Officer on August 29, 2022. In connection with his hire, Mr. Turner received a cash sign-on bonus of $225,000 that is subject to clawback if he is terminated for cause within the first 24 months of his employment with the Company and an equity sign-on award of time-based restricted stock award with a value of $1,500,000 that vests in three equal annual installments on the first, second and third anniversaries of August 29, 2022, the date of grant, subject to his continued employment.

BUSINESS PROFILE

Our corporate purpose is to deliver leading additive manufacturing solutions for Industrial and Healthcare applications. Over the course of the last two years, we executed an aggressive four-phased plan to reorganize, restructure, divest non-core assets, and invest for accelerated growth. This plan was completed in the third quarter of 2021 including reorganizing into 2 business units, Healthcare Solutions and Industrial Solutions, restructuring to gain efficiencies, and divesting non-core assets. Our two key verticals span a range of industries. Healthcare Solutions includes dental, medical devices, personalized health services, and regenerative medicine. Industrial Solutions includes aerospace, defense, transportation, and general manufacturing.

After completion of our transformation activities, we prioritized our focus on driving innovation, performance, and reliability and empowering our customers to create products and models never before possible. We provide full-service solutions, powered by the experience of our application engineers who collaborate with customers to transform how they deliver their products and services.

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EXECUTIVE COMPENSATION MATTERS

COMPENSATION CONSIDERATIONS

Compensation Philosophy

Our compensation philosophy is centered on pay for performance to drive long-term value for our stockholders. We believe that deep industry experience and technical knowledge is critical to our ability to innovate and provide full-service solutions to our customers and that the expertise of our executives and employees are critical factors to the Company’s success. The competition for talent in our industry is highly competitive, and we maintain focus on attracting, rewarding, and retaining executive talent. Our executive compensation program and practices reflect the Board’s commitment to strong corporate governance and the recognition of achievements that create sustainable Company value.

We pursue this philosophy by designing our executive compensation program incorporating the following principles:

The key elements of our compensation programs for our NEOs include:

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EXECUTIVE COMPENSATION MATTERS

Key Compensation Actions in 2022

Our Compensation Committee, which consists entirely of independent directors, sets the compensation of our NEOs. Mr. Pensky’s compensation was pursuant to the terms of an Executive Service Agreement. For 2022, the Compensation Committee took the following actions with respect to the compensation of our other NEOs:

Compensation Consultant and Compensation Peer Group

For 2022, the Compensation Committee directly engaged Meridian Compensation Partners, LLC (“Meridian”) and considered its guidance in the establishment of the 2022 executive compensation program. Meridian provided no services to the Company other than to the Compensation Committee.

Based on its consideration of the various factors set forth in the rules promulgated by the SEC and the NYSE, the Compensation Committee has determined that the work performed by Meridian did not raised any conflict of interest concerns.

In November 2021, Meridian assisted the Compensation Committee in developing a peer group to serve as a market reference for establishing and evaluating the 2022 compensation programs for our NEOs. Our 2022 peer group was composed of 17 publicly traded, industry-specific companies. Companies selected are generally one-half to two times our revenue and one-third to three times our market capitalization, with some exceptions to foster year-over-year continuity or to include companies that are clear product and service competitors or likely to compete with us for executive talent. These companies were selected after the consideration of the following criteria:

The 2022 peer group included:

Relative to our 2021 peer group, three companies (Harmonic Inc., iRobot Corporation, and Varex Imaging Corporation) were removed to develop our 2022 peer group roster, in part to improve our alignment with the peer

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EXECUTIVE COMPENSATION MATTERS

group medians for size and valuation statistics. The new additions to the peer group roster for 2022, Altair Engineering, ESCO Technologies, LivaNova PLC, Rogers Corporation, and Tandem Diabetes Care, provide a slightly more robust sample size and increase the representation of companies developing solutions for the healthcare market. At the time of selection, our twelve month trailing revenues approximated the 55^th percentile relative to the 2022 peer group, while our twelve month average market capitalization approximated the 50^th percentile.

The Compensation Committee uses peer group data as a reference point (if available for a comparable position) and/or other compensation market data, including surveys such as the Radford Global Compensation Database. Relative to compensation market data, the Compensation Committee targets each element of executive compensation generally near the 50^th percentile. Variation in competitive positioning by executive will occur based on various factors including experience, the scope and complexity of the executive’s position relative to what is typical in the market, tenure, and other contributions.

Say-on-Pay

We provide stockholders with an advisory vote (“say-on-pay”) on the compensation of our NEOs. We currently hold this say-on-pay vote on an annual basis. At the 2022 Annual Meeting, 98.2% of the votes cast on the say-on-pay proposal approved the 2021 compensation of our NEOs on an advisory basis. The Compensation Committee considered the stockholders’ strong support of our say-on-pay vote at the 2022 Annual Meeting when designing our executive compensation program for 2023. The Compensation Committee will consider the results of future advisory votes on executive compensation as our compensation philosophy continues to evolve and compensation decisions are made each year.

DETERMINING EXECUTIVE COMPENSATION

The Compensation Committee is responsible for setting the compensation of all executive officers, including the NEOs. It is also responsible for setting the compensation of each other officer of the Company subject to Section 16 of the Exchange Act (“executive officers”) and each direct report of the CEO. For additional information about the responsibilities of the Compensation Committee, see “Corporate Governance at 3D Systems—Committees of the Board—Compensation Committee”.

The Compensation Committee reviews the CEO’s recommendation for each of the other NEO’s compensation during the first quarter of each year. The purpose of this annual review is:

As part of this review, our CEO gives the Compensation Committee a recommendation for incentive compensation payouts for the prior year, salary adjustments for the current year, and target incentive compensation amounts for the current year for each of the other NEOs. These recommendations are developed using our market-based job architecture for all employees to ensure appropriate levels of pay at each employee classification across the Company. Our CEO uses the market-based job architecture and evaluation of each individual NEO’s contribution to strategic objectives to guide his compensation recommendations to the Compensation Committee. The Compensation Committee reviews those recommendations and modifies them to the extent it considers appropriate. As part of this process, the Compensation Committee approves the payout amount of any annual incentive compensation to be awarded to each individual with respect to the preceding calendar year, approves the amount of any adjustments to be made to the annual salary of each such individual for the current year, approves the terms of our incentive compensation program for the current calendar year, and establishes target incentive bonus and equity awards for the current year for each of our NEOs and each of the other individuals whose compensation it oversees. The Compensation Committee may also approve adjustments to compensation for specific individuals at other times during any year when there are significant changes in the responsibilities of such individuals or under other circumstances that the Compensation Committee considers appropriate.

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EXECUTIVE COMPENSATION MATTERS

Our CEO’s compensation is determined under similar principles but follows a different process. This process is designed to comply with applicable law and listing requirements. After discussing his self-evaluation with him and receiving the views of other independent directors, the Compensation Committee evaluates his performance and reviews that evaluation with him. Based on that evaluation and review, in conjunction with consideration of the Company’s performance (including stockholder returns) and competitive market data specific to our peer group as compiled by Meridian, the Compensation Committee determines his compensation and personal annual incentive objectives for the coming calendar year. Our CEO is excused from meetings of the Compensation Committee and the independent members of the Board during voting or deliberations regarding his compensation.

While Meridian advised the Compensation Committee on the form and amount of compensation, the Compensation Committee (or the Board in the case of the CEO) made all decisions regarding the compensation of our NEOs.

ELEMENTS OF EXECUTIVE COMPENSATION

Our executive compensation program is designed to focus executive behavior on achievement of both our short- and long-term objectives and strategy to encourage the creation of sustainable, long-term value. We provide a mix of compensation elements that support our goals of attracting and retaining top executive talent and incentivizing key performance objectives for both the short and long term. The elements of executive compensation are designed to drive behavior that supports sustained stockholder return and pay-for-performance outcomes over time. To that end, our executive compensation program consists of the following principal elements:

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

In reviewing annual base salaries, target annual bonus awards, and annual long-term equity compensation targets, the Compensation Committee reviews each executive’s compensation history with the Company (including prior equity awards or grants), benchmarking information and recommendations provided by the independent compensation consultant, and internal parity. The Compensation Committee is guided by its own judgment and those sources of information (including, when deemed appropriate, compensation surveys) that the Compensation Committee considers relevant and the recommendations of its independent compensation consultant.

The Compensation Committee believes that the prudent use of judgement in determining compensation will generally be in our best interests and those of our stockholders. Accordingly, the Compensation Committee does not rely exclusively upon fixed formulas and, from time to time in exercising its judgement, the Compensation Committee may approve changes in compensation that it considers to be appropriate to award performance or otherwise to provide incentives toward achieving our objectives.

The Compensation Committee seeks to strike a balance that it considers to be appropriate in its discretion between fixed elements of compensation, such as base salaries, and variable performance-based elements represented by annual bonus awards and long-term equity compensation. As a general matter, the Compensation Committee believes that our NEOs should have at least one-third of their annual cash compensation opportunity at risk under variable performance-based elements of our incentive compensation program, including, in particular, our Annual Bonus Program.

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EXECUTIVE COMPENSATION MATTERS

The charts below illustrate the relative weighting of our NEO compensation components at target in 2022. Dr. Graves’ compensation is displayed for “Components of CEO Compensation” and the average of our other NEOs (excluding Messrs. Pensky and Turner, whose compensation packages did not include all compensation elements for 2022) is displayed for “Components of Other NEO Compensation.”

Base Salaries

Annual base salaries are intended to provide a base level of compensation to executives, including our NEOs, for serving as senior leaders of the Company and are aligned with the level of experience, capabilities, and scope of responsibilities of the executive. We pay annual salaries to provide executives a base level of compensation for services rendered during the year. Base salaries are also designed to help achieve our objectives of attracting and retaining executive talent. Adjustments to base salaries are based on the Company’s market-based job architecture, which takes into consideration the responsibilities of the executives, the Compensation Committee’s evaluation of the market demand for executives with similar capability and experience, and each individual NEO’s progress towards assigned strategic imperatives and concrete personal objectives.

2022 Salaries

The following table shows the 2022 annual base salary amounts for each NEO.

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EXECUTIVE COMPENSATION MATTERS

Mr. Pensky’s services were provided pursuant to an Executive Services Agreement under which he was compensated $40,000 a month as a contract employee.

The Compensation Committee maintained 2022 base salaries for all NEOs at the same levels in effect at the end of 2021, except for a 3.8% increase for Mr. Johnson (to $400,000) and a 10% increase for Mr. Narula (to $453,000), prior to his resignation in May 2022, in light of individual performance and to more closely align with market compensation.

Annual Bonus Program

Our Annual Bonus Program is designed to motivate our executives, including our NEOs, to achieve defined financial performance targets that can be measured and evaluated on an annual basis.

This program is adopted annually and designed with our strategic objectives in mind. The Annual Bonus Program is designed so that the pool available for payout thereunder is based 100% on the achievement of pre-determined corporate financial objectives established during the Company’s annual financial planning process. Under the Annual Bonus Program, if the pre-determined corporate financial objectives are achieved and the pool is funded, the allocation of the pool among participants is based on each participant’s level within the Company’s job architecture. Annual bonus awards are not guaranteed and are not awarded unless the pre-determined corporate financial objectives are achieved at pre-defined levels. Even if the pre-determined corporate financial objectives are achieved, our Compensation Committee retains discretion to reduce the funding of the Company-wide Annual Bonus Program pool or any individual participant’s award. This pay-for-performance plan aligns executive performance with the Company’s annual financial performance.

As an overriding condition, a failure to perform in accordance with our Code of Conduct or Code of Ethics may serve as a basis for a participant in this program not to receive a bonus payout. We consider this aspect of our Annual Bonus Program to be consistent with sound principles of corporate governance.

As part of its goal-setting process, the Compensation Committee establishes current-year target incentive awards for each NEO with the following principles in mind:

Financial objectives are determined based upon our annual business plan for the year. This business plan is developed by management and approved by the Board of Directors. The Compensation Committee maintains the ability to adjust performance objectives for extraordinary items and other items as it deems appropriate based on pre-approved guidelines the Compensation Committee has set regarding the potential impact to performance objectives due to extraordinary transactions.

With respect to financial measures, 100% of each NEO’s bonus related to each financial measure would generally be deemed to have been earned if the target for that financial measure is fully achieved.

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EXECUTIVE COMPENSATION MATTERS

2022 Annual Bonus Program

Consistent with the principles discussed above, in December 2021, the Compensation Committee approved an annual bonus program for 2022. The 2022 target bonus awards for each NEO were set at 60% of their 2022 base salaries, except for Dr. Graves, whose 2022 target incentive award was set at 100% of his 2022 base salary. The 2022 threshold and maximum annual bonus award for all NEOs were set at 50% and 150%, respectively, of the target annual bonus award.

The Compensation Committee approved the following performance objectives, selected to reflect the Company’s focus on top-line revenue growth and alignment with investor focus and strategic business plan priorities, for the funding of the 2022 Annual Bonus Program:

Adjusted EBITDA is a non-GAAP measure defined as net income, plus income tax (provision)/ benefit, interest and other income/(expense), net, stock-based compensation expense, amortization of intangibles, depreciation expense and other non-recurring and/or non-cash items, including costs incurred in connection with acquisitions and divestitures, such as legal, consulting and advisory fees; restructuring charges, impairment charges, including goodwill, divestiture gains or losses, and severance charges pertaining to senior level employees; and certain compensation expense related to the 2021 Volumetric acquisition.

Each performance objective is independent of the other and could be earned irrespective of achievement of the other objective. The Compensation Committee set revenue and adjusted EBITDA goals for 2022 consistent with the Company’s consolidated budget approved by the Board, with revenue targeted at $619.4 million and adjusted EBITDA targeted at $42.5 million, noting that performance assessments should be adjusted for impact of any loss or gain to revenue or adjusted EBITDA due to divestitures (or any significant corporate actions taken in response to divestitures or acquisitions) in 2022. The Compensation Committee further determined that partial payout could be earned based upon 90% and 80% achievement of revenue and adjusted EBITDA targets, respectively, which would pay out at 50% of target, and that payout above target could be earned based upon 110% and 120% achievement of revenue and adjusted EBITDA targets, respectively, which would pay out at 150% of target.

The results of the Company’s 2022 financial performance were measured against these pre-established performance goals after the completion of the Company’s 2022 audit. For 2022, revenue was reported at $537.9 million and adjusted EBITDA was reported at $(6.0) million. These results failed to meet the threshold performance levels for both revenue and adjusted EBITDA; therefore, the Compensation Committee determined no payout should be made to any NEO under the 2022 Annual Bonus Program.

Long-Term Equity Compensation

Our long-term equity compensation program is designed to attract, retain and motivate our executives, including our NEOs, and to align their interests with those of our stockholders and the Company’s long-term strategic objectives. Our equity program is a key component in our strategy to hire and retain top talent in a highly competitive environment.

The Compensation Committee administers our 2015 Incentive Plan. Under that plan, the Compensation Committee is authorized to grant restricted stock awards, restricted stock units (“RSUs”), stock options, stock appreciation rights and other awards that are provided for under the 2015 Incentive Plan to our employees and the employees of our subsidiaries as the Compensation Committee determines to be eligible for awards. Awards granted to a participant are based upon a number of factors, including the recipient’s position, salary and performance, as well as our overall corporate performance.

The 2015 Incentive Plan is intended to provide an effective method of motivating performance from key employees, including our NEOs, and for creating an alignment of interests in participants with the interests of our stockholders. Awards are made under the 2015 Incentive Plan as long-term incentive compensation to NEOs and other key employees when the Compensation Committee believes such awards are appropriate. The Compensation Committee makes awards both to reward performance and to motivate the recipient’s long-term performance.

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Long-Term Incentive Compensation Program

The Compensation Committee divides long-term equity grants for executives equally between restricted stock awards with time-based vesting conditions and PSUs. Time based awards are used to drive retention of executive talent, while PSUs drive alignment of executive performance with long-term stockholder value. The PSUs typically are granted in the first quarter of the performance year upon completion of the budgeting process to support the selection of appropriate performance targets. Historically, PSU awards can only be earned by the NEOs upon our achievement of pre-determined levels of financial performance.

In determining 2022 LTI target award amounts, the Compensation Committee considered corporate performance, competitive market data for each individual, the level of the individual’s responsibility, prior compensation and retentive impact of that prior compensation and individual contributions to the Company.

The values below are the target long-term equity compensation amounts approved by the Compensation Committee for each of our NEOs, which are then converted into a number of shares of a combination of restricted stock and target PSUs using an approved formula based on stock price. For the accounting grant date fair value of such awards, see the “Summary Compensation Table” on page 39.

Messrs. Pensky and Turner did not receive 2022 LTI awards under this program. As described above, Mr. Turner instead received an equity sign-on award of time-based restricted stock award with a value of $1,500,000 that vests in three equal annual installments on the first, second and third anniversaries the date of grant, subject to his continued employment. Mr. Narula forfeited his 2022 LTI awards upon his voluntary resignation in May 2022.

Long-Term Equity Features

Restricted stock awards and PSU awards issued pursuant to the 2015 Incentive Plan remain subject to forfeiture until the vesting of such shares pursuant to the terms of the applicable award.

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

2022 Long-Term Incentive Awards

In February 2022, the Compensation Committee made LTI awards of restricted stock and PSUs under the 2015 Incentive Plan to executives, including the NEOs, to reflect the contributions that those individuals have made to our operations and financial condition, to provide motivation toward achieving our future strategic objectives and to further align the interests of those individuals with our stockholders. Restricted stock awards vest ratably over

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three years beginning on the first anniversary of the date of grant, subject to continued employment. The PSUs only vest if both performance and service-based criteria are met.

The Compensation Committee approved the use of relative total stockholder return (“TSR”) as the performance objective for the 2022 PSUs awarded to our NEOs. The continued transition from Company-specific financial objectives to a market-based measure reflects the desire to focus executives on the execution of the Company’s long-term strategic objective of increasing stockholder value. TSR will be assessed relative to the Total 3D Printing Index published by Solactive (Bloomberg Ticker: 3DPRNT Index) (“3DPRNT”). The Company’s TSR will be calculated by subtracting the beginning stock price of $17.25 (i.e., the average closing price of the Company’s Common Stock over the 60 consecutive trading days immediately prior to April 1, 2022) from the ending stock price (i.e., the average closing price of the Company’s Common Stock over the 60 consecutive trading days ending on March 31, 2025), adding any dividends paid during the period for the performance period from April 1, 2022 through March 31, 2025, and then dividing the result by the Company’s beginning stock price. Similarly, 3DPRNT’s TSR will be calculated by subtracting the 3DPRNT beginning stock price of $142.88 (i.e., the average closing price of 3DPRNT’s stock price over the 60 consecutive trading days immediately prior to April 1, 2022, as reported in U.S. dollars on Bloomberg) from the 3DPRNT ending stock price (i.e., the average closing price of 3DPRNT’s stock price over the 60 consecutive trading days ending on March 31, 2025, as reported in U.S. dollars on Bloomberg) for the performance period of April 1, 2022 to March 31, 2025, adding any dividends during the period, and then dividing the result by the 3DPRNT beginning stock price. The target PSUs will be adjusted for performance between 0% and 250% based on the comparison of the TSR of the Company relative to the TSR of 3DPRNT during the performance period as follows:

At the end of the performance period, if the performance-based criteria are met, all PSUs earned will convert into immediately vested stock.

In April 2025, the Compensation Committee will certify performance under the 2022 PSUs and determine, within a range of 0-250% of target, the number of shares earned.

Employment Agreements and Other Agreements with NEOs

The Company entered into employment agreements with each of our NEOs. Each of these agreements was determined based on negotiations with the applicable NEO and took into account his background and qualifications and the nature of his position. We believe that these compensation packages are appropriate in light of the intense competition for top executives in our industry and among similarly situated companies, and that the terms of these arrangements are consistent with our executive compensation goals, including the balancing of short-term and long-term compensation to properly motivate our NEOs.

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EXECUTIVE COMPENSATION MATTERS

Our employment agreements with each of Dr. Graves and Messrs. Turner, Ellis, Johnson, and Puthenveetil provide for an initial two-year employment term that automatically extends for additional one-year periods unless terminated by the NEO or us upon at least 30 days’ prior written notice of intention not to renew. The agreements may also be terminated by us or the NEO for other reasons and, subject to the conditions set forth in the employment agreements, provide for certain payments and benefits in connection with certain termination events or a change of control as described under “Potential Benefits upon Termination or Change of Control” beginning on page 42 below.

Dr. Jeffrey A. Graves

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

Dr. Graves’ employment agreement automatically extended for an additional one-year period in May 2022.

Michael Turner

Mr. Turner’s employment agreement provides for a minimum base annual salary of $450,000 (pro-rated for 2022) and a target bonus opportunity of not less than 60% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Turner to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. Pursuant to Mr. Turner’s employment agreement he was granted the following initial awards:

Menno Ellis

Mr. Ellis’ employment agreement provides for a minimum base annual salary of $330,000. Mr. Ellis is also entitled to receive cash performance bonuses, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Ellis to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. His agreement also provides that his primary work location will be his home office in Dallas, Texas.

Mr. Ellis’ employment agreement automatically extended for an additional one-year period in November 2022.

Andrew M. Johnson

Mr. Johnson’s employment agreement provides for a minimum base annual salary of $333,000. Mr. Johnson is also entitled to receive cash performance bonuses, with the exact amount of any such bonus to be based upon the

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EXECUTIVE COMPENSATION MATTERS

achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Johnson to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs.

Mr. Johnson’s employment agreement automatically extended for an additional one-year period in June 2022.

Reji Puthenveetil

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

Vesting of the equity awards described above will continue on the original schedule if Mr. Puthenveetil is terminated without cause or he terminates his employment as a result of constructive discharge (as defined in his agreement) on a date prior to March 31, 2024.

Mr. Puthenveetil’s employment agreement automatically extended for an additional one-year period in October 2022.

Jagtar Narula

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

Mr. Narula’s employment agreement terminated upon his departure from the Company in May 2022.

Change of Control Severance Policy

On February 22, 2018, the Compensation Committee adopted the Company’s Change of Control Severance Policy (the “COC Severance Policy”). The COC Severance Policy is intended to provide eligible officers with reasonable financial security in their employment and position with the Company without distraction from uncertainties regarding their employment created by the possibility of a potential or actual change of control. The COC Severance Policy applies to our CEO and all Executive Vice Presidents and Senior Vice Presidents, which includes all of our NEOs. For a more detailed discussion of the benefits payable to our NEOs under the COC Severance Policy, see “Potential Benefits upon Termination or Change of Control” beginning on page 42 below.