Stefan Krause
Independent
Tenure on this board
New nominee
2 nominees · 5 ballot items.
Elect two Class II directors; ratify Frank, Rimerman + Co. LLP as independent auditors; approve, on an advisory basis, named executive officer compensation; approve, on an advisory basis, the frequency of future say-on-pay votes; and approve an amendment to the 2021 Equity Incentive Plan to increase authorized shares by 2,860,000 (plus transact other business).
Elect two Class II directors (Stefan Krause and Lily Mei) to serve three-year terms expiring in 2029.
Ratify the appointment of Frank, Rimerman + Co. LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the disclosed compensation of the company's named executive officers (NEOs). The vote does not change pay but is intended to provide the Board and Compensation Committee with shareholder feedback on the overall philosophy, policies, and practices reflected in the disclosure. Management frames NEO compensation as a mix of base salary, cash incentives, and equity awards designed to align pay with performance, retain talent, and incentivize long-term value creation—particularly important for a growth-stage, capital-constrained company in a competitive additive-manufacturing labor market. The Board recommends a FOR vote and states it will consider the outcome when setting future compensation, reflecting a governance practice of responsiveness to shareholder views. The advisory nature means the Board retains discretion to modify compensation even if the vote is not in favor, but a negative vote would likely prompt more significant changes or additional engagement. Given the company’s reliance on equity to conserve cash and its planned one-time CEO performance award tied to market-cap milestones, investors should weigh retention and alignment benefits against dilution and pay-for-performance clarity. The management justification emphasizes transparency in Item 402 disclosures and positions the vote as an opportunity for shareholders to endorse the company’s compensation structure and recent changes (e.g., 2026 CEO pay adjustments). The voting outcome will serve as an input to the Compensation Committee’s decisions, potentially influencing the design, size, or performance linkages of future awards.
A non-binding vote asking shareholders to indicate whether the advisory say-on-pay vote should be held every one, two, or three years (or abstain); the Board recommends every one year.
This management proposal asks shareholders to indicate, on a non-binding basis, the frequency (one, two, or three years) with which the company should hold the advisory say-on-pay vote. Management recommends an annual vote, arguing yearly frequency best enables shareholder input and quicker Board responsiveness to compensation concerns. The advisory nature means the outcome is not binding, but the Board has said it will consider the result in setting future policy. For investors, the choice involves trade-offs: annual votes maximize governance engagement and accountability but can encourage short-termism in pay design; multi-year votes reduce administrative burden and allow pay programs to operate over longer performance cycles. The Board’s recommendation for one year signals a preference for frequent engagement, consistent with its broader governance posture emphasizing responsiveness and alignment. This proposal is relatively straightforward procedurally—shareholders select one of the options on the ballot—and institutional investors often favor annual votes, although some governance proponents accept triennial votes where long-term performance metrics dominate. Given the company’s growth-stage status and planned CEO performance award tied to multi-year market-cap milestones, investors may weigh the desire for frequent feedback against the need for multi-year incentive structures. The Company’s explicit recommendation and explanation provide transparency on how the Board balances these considerations.
Approve an amendment to the 2021 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 2,860,000 shares, raise the incentive stock option limit, and add governance features including a prohibition on repricing without stockholder approval.
This management proposal requests shareholder approval to amend the company's 2021 Equity Incentive Plan by adding 2,860,000 shares to the plan reserve, expanding the incentive stock option (ISO) limit substantially, and adopting a requirement that repricing of options or SARs requires stockholder approval. Management argues the increase is necessary to support anticipated equity needs for hiring, retention, competitive annual grants, and a planned one-time performance-based stock option award to the CEO that is expected to equal roughly 3% of outstanding shares at grant; without the amendment the company lacks sufficient shares to make that award in 2026. The amendment is presented alongside an existing evergreen provision; management expects the requested increase to cover approximately two years of projected equity usage and reduce the frequency of future requests for shareholder approval. The Compensation Committee considered dilution and governance trade-offs and emphasized features intended to align with best practices, including dividend-equivalent vesting alignment, non-employee director limits, and the repricing approval requirement. From a governance perspective, the proposal provides shareholders an explicit vote on share replenishment and repricing protections, while management points to equity as a key tool to conserve cash and retain specialized engineering talent in a competitive market. The planned CEO award includes rigorous performance-based vesting tied to market capitalization milestones over five years, which management frames as long-term and stockholder-aligned rather than an immediate windfall. Investors should weigh the near-term dilutive impact against the retention and incentive benefits, the presence of an evergreen mechanism, and the added anti-repricing safeguard. The Board recommends FOR, noting the amendment is in the company’s long-term interest to maintain a functioning equity program and execute retention and incentive strategies necessary for growth.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AWM Investment Company, Inc.Activist | 6.6% | 1,978,282 | $19M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.0% | 908,734 | $9M |
| 3 | MILLENNIUM MANAGEMENT LLC | 2.2% | 668,061 | $6M |
| 4 | BlackRock, Inc. | 0.9% | 260,190 | $2M |
| 5 | UBS Group AG | 0.7% | 204,707 | $2M |
| 6 | OPPENHEIMER CO INC | 0.5% | 159,387 | $1M |
| 7 | JANE STREET GROUP, LLC | 0.5% | 147,370 | $1M |
| 8 | Sender Co Partners, Inc. | 0.5% | 143,440 | $1M |
| 9 | DnB Asset Management AS | 0.5% | 141,362 | $1M |
| 10 | MORGAN STANLEY | 0.5% | 135,109 | $1M |
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