Charles G. McClure, Jr.
3D SYSTEMSAbout Charles G. McClure, Jr.
Independent Board Chair at 3D Systems (DDD); age 71; director since 2017; appointed Chair in October 2018. He has 35+ years in the transportation industry, including CEO roles at Meritor, Federal-Mogul and Detroit Diesel, and earlier leadership roles at Johnson Controls; he currently serves on the Technology Applications Committee. The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meritor, Inc. | Chair, CEO, President | 2004–2013 | Led large auto supplier; operational and executive management experience relevant to DDD’s industrial end markets. |
| Federal-Mogul Corp. | CEO, President, Director | 2002–2004 (joined company 2001) | Chief Operating Officer and Director on joining; deep automotive operations expertise. |
| Detroit Diesel | President, CEO, Director | 1997–2001 | Led OEM; relevant to manufacturing and supply chain oversight. |
| Johnson Controls | Management positions | 14 years | Broad operations and executive experience; human capital and manufacturing insights. |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| DTE Energy Company | Director | Current | Public company board experience; potential utility/industrial network insights. |
| Crane Company | Director | Current | Public company board; industrial exposure; name updated in 2025 proxy. |
| CraneNXT, Co. | Director | Prior (within last five years) | Prior public directorship. |
| Henry Ford Health Systems | Director | Current | Non-profit board role. |
| Invest Detroit | Director | Current | Economic development board role. |
| Penske Corp | Director | Current | Private company board; automotive ecosystem exposure. |
| Detroit Regional Partnership | Director | Current | Regional economic organization. |
Board Governance
- Role and leadership: Independent Chair, distinct from CEO structure; Board reviews leadership appropriateness periodically; current structure considered effective.
- Committee assignments: Member, Technology Applications Committee in 2024–2025; the Compliance Committee was dissolved Oct 1, 2024, with duties absorbed by the CCGS Committee.
- Independence: Board determined McClure is independent with no material relationships with the Company.
- Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings; independent director executive sessions occur at least quarterly.
- Tenure policy: 10-year term limits (effective beginning Dec 2019) and mandatory retirement age 75; supports board refreshment.
- Evaluation: Annual board and committee self-evaluations led by Board Chair and CCGS Chair; anonymized, summarized results to improve effectiveness.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Board Chair Cash Retainer ($) | $250,000 | $250,000 | Chair does not receive committee fees. |
| Committee Fees ($) | $0 (Chair excluded) | $0 (Chair excluded) | Chair does not receive committee compensation. |
| Equity Award (Fair Value, $) | $150,000 | $135,000 (one-time 10% reduction) | Annual director equity was reduced for 2024. |
| Shares Granted (#) | 18,094 | 63,084 | Based on grant date valuation ($8.29 in 2023; $2.14 in 2024). |
| Total Director Comp ($) | $400,000 | $385,000 | Sum of cash and equity. |
- 2025 equity mix change: On May 16, 2025, Board adjusted annual director equity to $50,000 in restricted stock plus up to $100,000 in cash for 2025, given depressed stock price; annual cash compensation policy remained unchanged.
Performance Compensation
| Metric | Applicability | Structure |
|---|---|---|
| Performance-conditioned equity (PSUs/options) | Not used for non-employee directors | Directors receive immediately vested stock for annual grants; no performance metrics tied to director grants. |
Other Directorships & Interlocks
| Company | Relationship to DDD | Independence/Conflict Review |
|---|---|---|
| DTE Energy Company | External board role | Board affirmed independence; no material relationships disclosed with DDD. |
| Crane Company | External board role | Board affirmed independence; no material relationships disclosed with DDD. |
| Smith+Nephew; MW Industries (other directors) | Customer relationships with other directors, not McClure | Board reviewed and found no material interest for those directors; shows robust related-party review framework. |
Expertise & Qualifications
- Deep automotive/industrial operator: CEO/President roles at Meritor, Federal-Mogul, Detroit Diesel; broad operations/executive management experience aligned with DDD’s transportation and industrial verticals.
- Public board and governance: Current director at DTE Energy and Crane; brings public company board perspective and oversight experience.
- Technology oversight: Member of Technology Applications Committee overseeing technology strategy, R&D plans, IP, and technical workforce succession.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | As-of Date |
|---|---|---|---|
| Charles G. McClure, Jr. | 89,964 | <1% | July 2, 2024 |
| Charles G. McClure, Jr. | 153,048 | <1% | March 18, 2025 |
- Director stock ownership guidelines: Non-employee directors must hold a minimum value equivalent to 5x the annual cash retainer by the later of 2025 or within 5 years of joining; all current directors comply or are retaining 50% of net shares until meeting the requirement.
- Hedging/pledging: Company policy prohibits hedging and pledging; directors must pre-clear transactions.
- Deferred compensation: Directors may defer equity compensation under the Non-Employee Director Deferral Plan.
Fixed Compensation Details (Policy and Fees)
| Body/Committee | Chair Fee ($) | Member Fee ($) | Effective Notes |
|---|---|---|---|
| Board of Directors | 250,000 | 50,000 | Chair does not receive committee fees. |
| Audit Committee | 30,000 | 15,000 | – |
| Compensation Committee | 30,000 | 15,000 | – |
| CCGS Committee | 30,000 | 15,000 | Increased Oct 1, 2024. |
| Technology Applications | 30,000 | 15,000 | Member comp increased Oct 1, 2024. |
Committee Assignments (Change Over Time)
| Year | Board Chair | Committees |
|---|---|---|
| 2023–2024 | Charles G. McClure, Jr. | Compliance (member, 2023) |
| 2024–2025 | Charles G. McClure, Jr. | Technology Applications (member, 2024–2025); Compliance dissolved Oct 1, 2024; duties moved to CCGS. |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 88% support; five-year average support 94%.
- 2025 Annual Meeting votes: Say-on-pay received 55,494,097 For, 6,573,186 Against, 408,401 Abstentions.
Related-Party Transactions & Conflicts
- Policy: Transactions >$120,000 require pre-approval; Board/CCGS reviews independence and materiality; certain categories pre-approved under de minimis thresholds.
- 2024–2025 related-party disclosure: A $1 million Film Financing Agreement with a company co-owned by Director Emeritus Charles W. Hull and spouse was approved for potential marketing benefits; no other 2024 related-party transactions reported; none indicated for McClure.
- Independence: Board explicitly affirmed McClure’s independence and absence of material relationships with DDD.
Governance Assessment
- Board effectiveness: Independent Chair structure with periodic leadership reviews and robust committee oversight (audit, compensation, CCGS, technology) supports governance quality.
- Attendance and engagement: Meets ≥75% attendance threshold; independent executive sessions at least quarterly strengthen oversight.
- Alignment and incentives: Chair cash retainer balanced by annual equity grants; 2024 equity reduced 10% and 2025 mix shifted toward cash due to stock price—while reducing potential dilution, this modestly lowers equity-at-risk alignment for directors in 2025.
- Independence and conflicts: No material relationships disclosed for McClure; related-party policy and committee oversight active; specific 2025 related-party transaction pertains to Director Emeritus, not McClure.
- Shareholder signals: Strong say-on-pay support (88% in 2024; solid approval in 2025 meeting), indicating general investor confidence in compensation governance; monitoring ongoing restructuring and performance focus remains prudent.
RED FLAGS: None disclosed for McClure—no attendance shortfall, no related-party transactions involving him, and hedging/pledging prohibited by policy.