SEC Form DEF 14A filed by 3D Systems Corporation

333 Three D Systems Circle

Rock Hill, South Carolina 29730

April 4, 2025

Dear Fellow Stockholder:

We are pleased to invite you to 3D Systems Corporation’s 2025 Annual Meeting of Stockholders.

At 3D Systems, we are driven by relentless curiosity and our legacy as the pioneers of 3D printing, delivering the highest value application-driven solutions to empower our customers to innovate without limitations - Transforming Manufacturing for a Better Future.

Over the last few quarters, macro-economic and geopolitical uncertainty has presented an unfavorable climate for capital expenditure investments by our customers. This has largely driven a decline in our hardware systems revenues, but it has also demonstrated resilient usage of our solutions and consumables across our installed base, which is the largest in the industry. Importantly, while new printer sales have been sluggish, the demand and interest from customers for new additive applications continues to be incredibly robust, which we believe bodes well for future demand. Over the course of the last 12 months, we have focused on driving innovation, performance, and reliability through consistent investment in our core technologies, bringing to market a record number of new printers, materials, and software enhancements. In order to maintain the health of our business and deliver value to our shareholders, restructuring our company to define a path to profitability remains an on-going focus. We have taken a variety of steps in support of this, including insourcing manufacturing, reducing our facilities footprint, and right sizing our operating structure, predominantly across G&A functions. These actions enable us to remove unnecessary costs from the business while continuing to heavily invest in R&D to support future growth. Additionally, we’ve organized our company into two distinct business units: Healthcare and Industrial. This structure allows us to develop targeted strategies for our core end markets including dental, medical devices, personalized health services, aerospace & defense, transportation & motorsports, and AI infrastructure. While the last year has been painful, by having a strong balance sheet, focusing on cost efficiencies while maintaining critical investments in long-term organic growth, we will emerge from this period even stronger and better positioned for meaningful value creation in the future.

We encourage you to participate in the Annual Meeting to be held on May 16, 2025, at 2:00 p.m. Eastern Daylight Time. We look forward to reviewing the past year with you, listening to your suggestions, and answering any questions that you may have. This meeting will be held virtually 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. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote your shares as soon as possible to ensure 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 2025 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 18, 2025, are entitled to notice of, to attend, and to vote at the Annual Meeting. On or about April 4, 2025, this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), and proxy card are being mailed to stockholders.

Regardless of whether you plan to participate in the Annual Meeting, we encourage you to vote on the proposals to be considered at the Annual Meeting electronically at www.proxydocs.com/DDD. You may also vote by telephone or by mailing your completed and signed proxy card or voting instruction form as set forth on your proxy card or any voting instruction form provided to you. 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 62 of this Proxy Statement for additional details on how to participate in the Annual Meeting.

By Order of the Board of Directors

Andrew W.B. Wright

Secretary

Rock Hill, South Carolina

April 4, 2025

TABLE OF CONTENTS

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BOARD OF DIRECTORS

Proposal 1: Election of Directors

NOMINATION AND ELECTION OF DIRECTORS

Each of our nine director nominees is a current 3D Systems director, and, if elected, each of the director nominees will serve for a one-year term expiring at the Annual Meeting to be held in 2026. Proxies cannot be voted for a greater number of individuals than the number of nominees.

Our Amended and Restated By-Laws (“By-Laws”) provide that a director nominee is elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee). Stockholders can vote to “abstain,” but that vote will not have an effect in determining the election results. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director” until the director’s successor is elected and qualified or until the director’s earlier resignation or removal. However, under our Corporate Governance Guidelines, each director must submit an advance, contingent, and irrevocable resignation that the Board may accept if stockholders do not re-elect that director. In that situation, our Compliance, Corporate Governance and Sustainability (“CCGS”) 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 CCGS 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.

 

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

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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 19.

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 CCGS 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 2024 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 CCGS 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 19 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.

While we do not currently have a policy regarding whether the Chair and CEO roles must be combined or separated, the Board believes that the roles of the Chair and CEO should be separate as an aid in the Board’s oversight of management and to allow the CEO to focus primarily on management responsibilities.

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. 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

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

DIRECTOR QUALIFICATIONS

In nominating each of the director nominees, the Compliance, CCGS Committee and the Board considered, among other things, the Corporate Governance Guidelines, which were adopted in 2004 and most recently amended in December 2024, and the Qualifications for Nomination to the Board, which were adopted in 2004 and most recently reviewed in December 2024. 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 background, as well as whether the candidate is independent under applicable

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listing standards and financially literate. The CCGS Committee and the Board also took into consideration the following factors relating to each director since the 2024 Annual Meeting:

The CCGS Committee and the Board considered each nominee’s overall business experience, contributions to Board activities during 2024, 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 COMPOSITION AND REFRESHMENT

The Board is committed to building a Board with various 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.

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 is based on voluntary self-identification by each individual. Additional biographical information on each nominee begins on page 2.

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MEETINGS AND MEETING ATTENDANCE

During 2024, the Board of Directors held 5 meetings. In 2024, each member of the Board of Directors attended at least 75 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 CCGS 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 2024 Annual Meeting) or in person. All the directors then in office virtually attended our 2024 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. The Board has reappointed Mr. Hull to a fifth term as Director Emeritus ro serve through the conclusion of the 2026 Annual Meeting.

As the founder of the entire 3D Printing industry, co-founder of our Company and in his role as Director Emeritus, Mr. Hull attends meetings of the Technology Applications Committee.

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 CCGS 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 CCGS 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 CCGS 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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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 19.

On February 16, 2025, in recognition of potential future marketing benefits to the Company, the Board approved a Film Financing Agreement (the “Film Financing Agreement”) between the Company and Chuck Hull Legacy Media Corp., a film production company co-owned by Charles W. Hull, our director emeritus and EVP, Chief Technology Officer for Regenerative Medicine, and Mr. Hull’s spouse. The Film Financing Agreement provided for the investment by the Company of $1 million towards the production of a documentary film depicting Mr. Hull in exchange for a twenty-two percent (22%) share of the net proceeds from such film, such share to be adjusted to be proportionate with future financial investments in the film in certain circumstances. There were no other related party transactions in 2024.

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

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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 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.

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 (or other head 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,” 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 CCGS Committee engages in periodic discussions with our Chief Compliance Officer regarding major environment, health, and safety risks and engages in ongoing discussion with the Chief Compliance Officer and the Chief Legal Officer (or other head 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 26.

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SUSTAINABILITY

We deliver leading additive manufacturing solutions for industrial and healthcare applications using innovative 3D printing technologies, powered by the expertise of our global team. Innovation is core to who we are and how we work. Our solutions enable our customers to meet key product needs and advance their business models.

We address risks and consider our ability to positively impact climate change, circular economy, and social, economic, and health challenges around the globe as we design and execute our sustainability strategy. Our sustainability strategy is organized into four pillars: Empowering Innovation, Evolving the Future of Manufacturing, Advancing Customer Solutions, and Upholding Responsible Business Practices.

Empowering Innovation

We are focused on empowering innovation through our people to drive industry-leading solutions to maintain a competitive edge in additive manufacturing. We leverage core talent strategies for the development of people and the engagement of our global workforce.

Talent Development: We invest in talent programs to support employees with opportunities to grow, contribute, develop, and thrive. Throughout the year, we guide managers and employees to leverage our talent management processes to further enable leaders to develop and provide employee feedback through performance reviews, goal setting, and career development planning. We also perform strategic workforce and succession planning, as well as ongoing reviews of our organizational design, culture, and values, to address the evolving needs of our business.

Connection and Engagement: We are committed to fostering an environment where inclusion and belonging are central to how we work across our global teams and create opportunities for our diverse global workforce to connect. In 2024, we regularly engaged with employees to provide updates on our strategic priorities and company progress, as well as solicit feedback through ongoing communications, global all-hands meetings, and business town hall updates. We promoted participation in our Employee Resource Groups and site activities across the globe and launched educational resources and dedicated space on our Company intranet to celebrate the unique perspectives of colleagues around the world. We extend our focus of inclusion within our local communities and strive to make a positive impact by serving the underserved in our communities through our 3D Gives Back volunteer program.

Innovation Rewards: One of the core values of our Company is to ‘Innovate with Purpose’ to drive long-term value. As such, we are focused on encouraging and recognizing impactful innovation through several key initiatives. We periodically host global Technology Summits which bring engineering and operations teams around the world together to further drive collaboration, refine strategic ideas, and explore future additive manufacturing solutions as a collective team, leveraging our diverse technical expertise. We also have a Technical Fellow Program, which recognizes and establishes a career path for highly skilled engineers, designed to foster technical excellence and innovative leadership in the field of additive manufacturing.

Cross-Functional Collaboration: We enable cross-functional collaboration to bring together diverse expertise across engineering, operations, and customer-facing teams to harness the collective problem solving of our teams. This allows us to accelerate the transition from engineering design to manufacturing, improve operational performance and efficiency, and timely deliver comprehensive solutions to address our customers’ needs.

Evolving the Future of Manufacturing

We offer a broad portfolio of additive manufacturing products and services and are evolving the future of manufacturing for our customers. Innovation and speed to market are critical for our customers, and leveraging additive manufacturing capabilities enables our customers to shorten their innovation cycle while reducing their environmental impact.

Optimize Supply Chains and Reduce Lead Times: Our products and solutions enable on-demand production, which can help our customers to reduce on-hand inventory levels and minimize product lead times. By reducing the constraints of traditional manufacturing, our solutions empower customers to respond more quickly to business needs.

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Enable Localized Production: We enable customers to manufacture products closer to their end markets, which can support our customers in reducing transportation emissions, lowering logistics costs, enhancing supply chain resilience, and taking advantage of incentives for domestic manufacturing, where applicable.

Advancing Material Design: Our additive manufacturing solutions focus on advancing material design and engineering capabilities to meet customers’ unique needs and requirements, with the ability to select the most suitable materials for their specific applications.

Utilizing Digitization for Prototyping: Our digitized prototyping processes enable rapid iteration and customization of product designs, which can minimize waste and optimize material usage. This empowers our customers to iterate quickly, test concepts efficiently, and refine designs, thereby reducing the generation of physical prototypes and associated waste.

We are a member of the Additive Manufacturing Green Trade Association (AMGTA) whose mission is to educate and share knowledge with other members about the positive environmental benefits of additive manufacturing, develop best practices, and promote the adoption of additive manufacturing as an alternative to traditional manufacturing.

Advancing Customer Solutions

We provide solutions to empower our customers to address their evolving sustainability priorities. Our unique offerings of hardware, software, materials, and services provide application-specific solutions powered by the expertise of our global team of application engineers. We are progressing our product development activities to address our customers’ environmental and social priorities.

Circular Economy Solutions: We are contributing to a circular economy by evaluating the recyclability of materials, reducing parts and components in our products, and working on opportunities to extend product lifespans. By evolving our product design, we are adopting modular technology and interchangeable components, supporting longevity and ease of repair.

Decarbonization Solutions: We are focusing on decarbonization solutions for our products by reducing material use and weight, improving energy and resource efficiency, and driving carbon capture and storage technologies. 3D Systems is working with leading innovators in the direct air capture space to create components that remove carbon from the atmosphere through a system of filters, heat exchangers, condensers, gas separators, and compressors using our additive manufacturing solutions. The benefits of 3D printing solutions can accelerate the effectiveness of carbon capture, through attributes such as design optimization, long service life, speed of iteration, scalability, and supply chain efficiencies.

Patient-Centered Healthcare Solutions: Customers leverage our additive manufacturing solutions to deliver high-quality, patient-centered healthcare solutions. Our personalized solutions can optimize patient care by enhancing patient comfort, functionality, and accuracy, which may result in increased patient satisfaction, well-being, and quality of life. Personalization can promote healthcare accessibility with the capability of addressing unique individual needs.

Upholding Responsible Business Practices

We hold ourselves accountable to operate in a responsible and ethical manner, comply with applicable laws and regulations, and adhere to corporate governance standards to sustain the long-term value of our Company. We leverage this foundation to influence our sustainability strategy, including utilizing our governance structure for oversight of our sustainability program.

Program Governance: Our sustainability program is led by our Chief People Officer and Chief Administrative Officer, and the Board of Directors has delegated oversight of the Company’s sustainability program to its CCGS Committee. In 2024, we provided periodic updates on our sustainability program strategy, annual priorities, and progress to the CCGS Committee, with materials available to the full Board.

Workplace Safety: We operate responsibly across our sites through practices to promote a safe, secure, healthy, and injury-free workplace. To fulfill this commitment, we provide annual global and site-specific safety communications and company-wide safety trainings. We also have robust, site-specific safety programs in place, which includes

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requiring 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 evolve our safety programs.

Product Quality and Safety: We prioritize product quality and safety in our design, manufacturing, and operational end use to meet product quality requirements and environmental compliance standards and comply with applicable product safety laws and regulations. This includes compliance with laws such as RoHS, REACH, TSCA, and Prop 65 and WEEE.

Environmental Measures: We are committed to being responsible stewards of the environment as we operate our business, collecting data on our Scope 1 and Scope 2 greenhouse gas emissions, waste, and water use across our sites, and Scope 3 greenhouse gas emissions across our value chain. In 2024, we continued our reporting on climate activities in alignment with the Task Force on Climate-Related Financial Disclosures (TCFD) and expanded disclosures, using these measures to provide insights to management as we evaluate environmental strategies around further reducing greenhouse gas emissions, conserving energy, and minimizing waste.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors maintains four standing committees: Audit, Compensation, Compliance, Corporate Governance and Sustainability, and Technology Applications. The Board of Directors also maintained a Compliance Committee until October 1, 2024, when it was dissolved. The CCGS Committee assumed the duties of the Compliance Committee following its dissolution. 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. In his role as Director Emeritus, Mr. Hull attends meetings of the Technology Applications Committee.

The Board has determined that each member of the Audit, Compensation, Compliance, Corporate Governance and Sustainability, 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”).

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CORPORATE GOVERNANCE

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 19 for the availability of each committee charter.

The “Report of the Audit Committee” is set forth beginning on page 60.

The “Compensation Committee Report” is set forth on page 44.

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CORPORATE GOVERNANCE

Compensation Committee Interlocks and Insider Participation

None of our current executive officers served during 2024 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 2024 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 31.

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CORPORATE GOVERNANCE

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 2024

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, 2024.

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CORPORATE GOVERNANCE

Director Fees

Director compensation is set by the Board, based upon the recommendation of the CCGS Committee through the periodic review and approval of the Non-Employee Director Compensation Policy, which the Board last updated effective October 1, 2024 in connection with a restructuring of the Board’s committees. We pay the following cash compensation to our non-employee directors:

Non-employee directors also receive annual equity awards. We also reimburse directors for their expenses for attending 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 2024.

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EXECUTIVE COMPENSATION MATTERS

PROPOSAL 2: Approval, on an Advisory Basis, of the Compensation Paid to Our Named Executive Officers in 2024

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 2024 compensation of our NEOs.

The say-on-pay vote is advisory, and, therefore, not binding on the Company, the Compensation Committee, or our Board of Directors. 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 2023 Annual Meeting, and, as a result, our Board has adopted a policy of holding an annual say-on-pay vote until the next vote on the frequency of say-on-pay votes at the 2029 Annual Meeting.

The affirmative vote of a majority of the shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote is required to approve this proposal. Abstentions from voting on this proposal will have the same effect as a vote against this proposal. Broker non-votes will not be treated as votes cast on this matter and therefore will not have any effect on determining the outcome.

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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 the other tables located in this “Executive Compensation Matters” section of the Proxy Statement.

OUR NAMED EXECUTIVE OFFICERS FOR 2024

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EXECUTIVE COMPENSATION MATTERS

COMPENSATION CONSIDERATIONS

Sound Pay Practices

Below we highlight certain of our key practices that we consider good governance features of our executive compensation program.

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EXECUTIVE COMPENSATION MATTERS

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 essential 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 across the industries in which we operate is intense, and we maintain focus on attracting, rewarding, and retaining a highly qualified executive team. 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:

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EXECUTIVE COMPENSATION MATTERS

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

Compensation  Component

Form

Description

Period

Purpose

Base Salary

Cash

The only fixed element of total compensation

One-Year

Provide a competitive fixed rate of pay relative to similar positions in the market   Enable the Company to attract and retain critical executive talent

Short-Term  Incentives

Cash or Stock Awards

Annual award tied to the achievement of Company financial goals

One-Year

Focus NEOs on achieving progressively more challenging short-term performance goals that align with the Company’s annual operating plan and result in long-term value creation

Long-Term  Incentives

Performance Share Units (“PSUs”) (50%)

Equity- denominated awards that vest based on attainment of performance goals

Three-year cliff vest to the extent performance goals are achieved

Rewards achievement of longer-term goals   Foster alignment between longer-term shareholder value creation and financial rewards

Restricted Stock Awards (50%)

Equity- denominated awards that vest based on service

Vest in equal installments over three- years

Fosters retention and ownership culture

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

A significant percentage of the compensation program of our NEOs, including our CEO, is performance-based and/or at-risk. The table below details differences between target total direct compensation and the sum of realized and realizable compensation for each of fiscal years 2022, 2023 and 2024. The information provided in the table below is intended to supplement, not replace, the information contained in the Summary Compensation Table regarding our CEO’s compensation for fiscal years 2022, 2023 and 2024, as presented and calculated in compliance with SEC rules.

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EXECUTIVE COMPENSATION MATTERS