TDSC Cabana Target Drawdown 10 ETF

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

				2023 PROXY STATEMENT

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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CORPORATE GOVERNANCE

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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CORPORATE GOVERNANCE

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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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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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.

 

		Fees Earned or Paid in Cash ($)				Stock Awards(1) ($)				All Other Compensation ($)				Total     ($)
Malissia R. Clinton			75,000				150,000				—				225,000
William E. Curran			105,000				150,000				—				255,000
Claudia N. Drayton			65,000				150,000				—				215,000
Thomas W. Erickson			70,000				150,000				—				220,000
Jim D. Kever			70,000				150,000				—				220,000
Charles G. McClure, Jr			250,000				150,000				—				400,000
Kevin S. Moore			95,000				150,000				—				245,000
Vasant Padmanabhan			60,000				150,000				—				210,000
John J. Tracy			90,000				150,000				—				240,000

 

(1)

Represents the aggregate grant date fair value of the restricted stock awards granted in 2022 to each non-employee director computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (“FASB”) ASC Topic 718). The amounts in this column reflect the award of 15,015 shares of Common Stock made to each director in office as their annual equity award under the 2015 Incentive Plan on May 24, 2022. The value of the restricted stock awards was determined by multiplying the number of shares awarded by the closing price of our Common Stock on the date of grant ($9.99 per share).

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:

 

Annual Retainers to Non-Employee Directors		Chair				Member
Board of Directors		$	250,000	(1)		$	50,000
Audit Committee		$	30,000			$	15,000
Compensation Committee		$	30,000			$	15,000
Compliance Committee		$	20,000			$	10,000
Corporate Governance and Sustainability Committee		$	10,000			$	5,000
Technology Applications Committee		$	30,000			$	10,000

 

(1)	The Chair of the Board of Directors does not receive fees for service on any committee.

 

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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:

 

•

by each person known to us to be the beneficial owner of more than five percent of our Common Stock;

 

•

by each current director and nominee for director and each of our NEOs; and

 

•

by all of our directors and executive officers as a group.

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.

 

		Number of Shares Beneficially Owned
Name of Beneficial Owner		Number of Shares				Percentage of Shares Owned(1)
BlackRock, Inc.			22,216,516	(2)			16.94	%
The Vanguard Group			13,839,058	(3)			10.55	%
Jeffrey A. Graves			478,460	(4)			*
Michael Turner			128,865	(5)			*
Menno Ellis			146,194	(6)			*
Andrew Johnson			162,013	(7)			*
Reji Puthenveetil			158,185	(8)			*
Jagtar Narula			35,444				*
Wayne Pensky			9,849				*
Malissia Clinton			53,376				*
William Curran			124,409				*
Claudia Drayton			18,391				*
Thomas Erickson			139,200				*
Jim Kever			404,672				*
Charles McClure			71,870				*
Kevin Moore			1,580,063	(9)			1.21	%
Vasant Padmanabhan			36,937				*
John Tracy			70,464				*
All executive officers and directors as a group (17 persons)			4,169,119	(10)			3.18	%

 

*	Less than one percent

 

(1)

Percentage ownership is based on the number of shares of Common Stock outstanding and entitled to vote as of March 20, 2023, the record date for the Annual Meeting. Common Stock numbers include, with respect to the stockholder in question, Common Stock which the stockholder could acquire within 60 days of the record date.

 

(2)	BlackRock, Inc. filed a Schedule 13G/A on February 10, 2023, indicating that it has sole voting power over 21,940,019 of these shares and sole dispositive power over 22,216,516 of these shares. The address for this beneficial owner is 55 East 52nd Street, New York, NY 10055.

 

(3)

The Vanguard Group filed a Schedule 13G/A on February 9, 2023, indicating that it has shared voting power over 91,558 of these shares, sole dispositive power over 13,629,286 of these shares, and shared dispositive power over 209,772 of these shares. The address for this beneficial owner is 100 Vanguard Blvd., Malvern, PA 19355.

 

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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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