Proto Labs Inc
For the period ended May 23, 2024. Filed Apr 12, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 12, 2024
Contents
Pay Versus Performance
The following table sets forth additional compensation information of our CEO and our other NEOs (averaged) along with TSR, net income (loss), and revenue in constant currency for our fiscal years ending in 2020, 2021, 2022, and 2023:
| Year · Summary Compensation Table Total for Current CEO(1) · Compensation Actually Paid (CAP) to Current CEO(1,2) · Summary Compensation Table Total for Former CEO(1) · Compensation Actually Paid (CAP) to Former CEO(1,2) · Average Summary Compensation Table Total for Non-CEO NEOs(1) · AverageCompensationActually Paid(CAP) to Non-CEO NEOs(1,2) · Value of Initial Fixed $100 Investment Based On:(3) · Net Income (Loss) (in thousands) · Non-GAAP Revenue in Constant Currency (in thousands) (5) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company TSR · Peer Group TSR(4) | ||||||||||||
| 2023 | $5,126,861 | $6,729,460 | NA | NA | $1,242,867 | $1,552,217 | $38 | $148 | $17,220 | $504,044 | ||
| 2022 | $4,619,545 | $2,034,934 | NA | NA | $1,017,900 | $550,832 | $25 | $123 | ($103,462) | $500,005 | ||
| 2021 | $3,022,116 | $504,316 | $178,812 | ($5,566,128) | $1,187,153 | ($354,016) | $51 | $177 | $33,372 | $484,799 | ||
| 2020 | NA | NA | $3,407,218 | $6,736,558 | $1,028,556 | $2,350,811 | $151 | $144 | $50,867 | $433,379 | ||
(1)The current CEO is Robert Bodor, who began serving as CEO effective March 1, 2021. The former CEO is Victoria M. Holt, who retired effective February 28, 2021.
| Year | Current CEO | Former CEO | Non-CEO NEOs |
| 2023 | Robert Bodor | Daniel Schumacher, Michael R. Kenison, Bjoern Klaas, and Oleg Ryaboy | |
| 2022 | Robert Bodor | Daniel Schumacher, Michael R. Kenison, Bjoern Klaas, Oleg Ryaboy, and Arthur R. Baker III | |
| 2021 | Robert Bodor | Victoria Holt | Daniel Schumacher, Arthur R. Baker III, Michael R. Kenison, Bjoern Klaas, and John A. Way |
| 2020 | Victoria Holt | Robert Bodor, Arthur R. Baker III, Bjoern Klaas, and John A. Way |
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(2)We did not report a change in pension value for any of the years reflected in this table; therefore, an adjustment to the SCT totals related to pension value is not needed. To calculate compensation actually paid (“CAP”), the following adjustments were made to SCT Total Compensation:
2023 CAP for the current CEO and the average CAP for the non-CEO NEOs reflects the following adjustments from Total Compensation reported in the SCT:
| Current CEO | Average | |
|---|---|---|
| Non-CEONEOs | ||
| Total 2023 Compensation reported in Summary Compensation Table (SCT) | $5,126,861 | $1,242,867 |
| Adjustments for stock and option awards | ||
| Subtract SCT amounts of stock and option awards | (4,181,598) | (772,429) |
| Add fair value at year-end of awards granted during fiscal year 2023 that are outstanding and unvested at year-end | 4,901,078 | 899,352 |
| +/- The difference between fair value of awards from the end of fiscal year 2022 to the end of fiscal year 2023 for awards granted in any prior fiscal year that are outstanding and unvested at year-end | 793,909 | 152,781 |
| Add the fair value as of the vesting date for awards granted and vesting during fiscal year 2023 | — | — |
| +/- The change in fair value from the end of fiscal year 2022 to the vesting date for awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during fiscal year 2023 | 89,210 | 29,646 |
| Subtract fair value at end of prior year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during fiscal year 2023 | — | — |
| Add dividends or other earnings paid on stock or option awards in 2023 prior to vesting if not otherwise included in total compensation for fiscal year 2023 | — | — |
| Compensation Actually Paid for Fiscal Year 2023 (as calculated) | $6,729,460 | $1,552,217 |
(3)TSR, in the case of both our Company and our peer group, reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends.
(4)Our selected peer group is the peer group discussed in "Compensation Discussion and Analysis: Peer Group" (our "CD&A Peer Group"). In our pay versus performance disclosures for 2022, we used the Russell 2000 Growth Index as our peer group. Pursuant to SEC guidance, we have changed our peer group. Our CD&A Peer Group included the following companies for the fiscal years ending in 2020, 2021, 2022 and 2023:
| Year | CD&A Peer Group |
| 2023 | 3D Systems Corporation, Badger Meter, Inc., Cerence Inc., CTS Corporation, Enerpac Tool Group Corp, ESCO Technologies, Inc., FARO Technologies, Inc., Helios Technologies Inc., Lindsay Corporation, Novanta Inc., RBC Bearings Incorporated, Semtech Corporation, SPS Commerce, Inc., and Vicor Corporation. |
| 2022 | 3D Systems Corporation, Badger Meter, Inc., Cerence Inc., Enerpac Tool Group Corp., ESCO Technologies Inc., FARO Technologies, Inc., Helios Technologies, Inc., Novanta Inc., Power Integrations, Inc. Raven Industries, Inc. RBC Bearings Incorporated, Semtech Corporation, SPS Commerce, Inc., Universal Display Corporation, and Vicor Corporation. |
| 2021 | 3D Systems Corporation, Axon Enterprise, Inc., Badger Meter, Inc., Cognex Corporation, ESCO Technologies Inc., FARO Technologies, Inc., Helios Technologies, Inc., Monolithic Power Systems, Inc., Novanta Inc., Power Integrations, Inc., Raven Industries, Inc., RBC Bearings Incorporated, Semtech Corporation, SPS Commerce, Inc., and Universal Display Corporation. |
| 2020 | 3D Systems Corporation, Axon Enterprise, Inc., Badger Meter, Inc., Cognex Corporation, ESCO Technologies Inc., FARO Technologies, Inc., Helios Technologies, Inc., Monolithic Power Systems, Inc., Novanta, Inc., Power Integrations, Inc., Raven Industries, Inc., RBC Bearings Incorporated, Shutterstock, Inc., SPS Commerce, Inc., and Universal Display Corporation. |
A comparison of our TSR, the Russell 2000 Growth Index TSR, and our CD&A Peer Group TSR (adjusted for each respective year's group) is below:
| Value of $100 Initial Fixed Investment on December 31, 2019 | |||
|---|---|---|---|
| Year | PRLB | Russell 2000 Growth Index | CD&A Peer Group |
| 2023 | $38 | $128 | $148 |
| 2022 | $25 | $110 | $123 |
| 2021 | $51 | $138 | $177 |
| 2020 | $151 | $120 | $144 |
(5)Our Company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we used to link CAP for our NEOs for fiscal 2023 to our Company’s performance is our Company’srevenue in constant currency, a non-GAAP measure, which is GAAP revenue calculated to exclude the impact of foreign currency exchange rates. For information regarding GAAP revenue and the impact of foreign currency exchange rates, see our earnings release filed as an exhibit to our Current Report on Form 8-K filed on February 9, 2024.
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Required Tabular Disclosure of Most Important Measures to Determine 2023 CAP
The items listed below represent the most important financial metrics we used to determine CAP for fiscal year 2023 as further described in our CD&A within the sections titled “Annual Incentive Program,” “Long-Term Incentive Program” and “2023 Long-Term Equity-Based Compensation.”
Most Important Performance Measures
Revenue in Constant Currency(1)
3-Year Cumulative TSR Performance relative to Russell 2000 Growth Index
Adjusted Operating Income(2)
(1)Revenue in constant currency is a non-GAAP financial measure that consists of GAAP revenue which is then adjusted to eliminate the impact of changes in foreign currency exchange rates.
(2)Adjusted operating income is a non-GAAP financial measure that consists of GAAP income from operations which is then adjusted to eliminate the effect of items or events that the compensation and talent committee determines in its discretion should be excluded for compensation purposes.
Relationship Between Pay and Performance
The following charts present a graphical comparison of CAP to our current and former CEOs and the average CAP to our Non-CEO NEOs set forth in the Pay Versus Performance Table above, as compared against the following performance measures: our (1) TSR, (2) peer group TSR, (3) net income (loss), and (4) revenue in constant currency. The charts also provide a comparison of our TSR to the peer group TSR for the four-year period.
Compensation Actually Paid Versus TSR
TSR in the above chart, in the case of both our Company and our peer group, reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends.
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Compensation Actually Paid Versus Net Income (Loss)
Compensation Actually Paid Versus Revenue in Constant Currency
Compensation decisions at our Company are made independently of disclosure requirements. Therefore, the relationships between pay and performance as described above were not considered by the compensation and talent committee in determining CAP for any of the four years reported.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.