Jeffrey A. Graves
3D SYSTEMSAbout Jeffrey A. Graves
Dr. Jeffrey A. Graves, age 63, has served as President, Chief Executive Officer, and Director of 3D Systems since May 2020; he joined the Board in 2020 and is not independent under NYSE standards . He brings extensive executive and international operational experience from prior CEO roles at MTS Systems (2012–2020) and C&D Technologies (2005–2012), and leadership roles at Kemet, GE, Rockwell, and Howmet . Company performance indicators during his tenure show weak 2024 operating results (annual revenue achievement $440.1 million; adjusted EBITDA below zero) and significant TSR drawdown (value of $100 investment fell to $37 in 2024 from $121 in 2020) . Management highlights recent restructuring, insourcing, portfolio launches, and reorganization into Healthcare and Industrial units to drive profitability and future demand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MTS Systems Corporation | CEO, President, Director | 2012–May 2020 | Led global test/simulation systems company; relevant to industrial technology execution . |
| C&D Technologies, Inc. | President & CEO | 2005–2012 | Led power solutions manufacturer; turnaround/operations experience . |
| Kemet Corporation | COO; CEO | 2001–2003; 2003–2005 | Operational leadership and corporate strategy in components manufacturing . |
| GE; Rockwell; Howmet | Various leadership/technical roles | Not disclosed | Foundations in manufacturing and engineering . |
External Roles
| Organization | Role | Years/Status | Notes |
|---|---|---|---|
| Integra Lifesciences Holdings Corporation | Director | Current | Public company board service . |
| Hexcel Corporation | Director | Prior (within 5 years) | Aerospace materials; prior public board . |
| FARO Technologies | Director | Prior (within 5 years) | 3D measurement; prior public board . |
| MTS Systems Corporation | Director | Prior | Former employer board service . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 849,800 | 849,800 | 849,800 |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | 71,501 | 417,601 | 24,894 |
| Total ($) | 5,687,163 | 6,535,630 | 2,126,755 |
- Employment agreement minimum base salary: $825,000; target annual bonus: 100% of base salary .
Performance Compensation
Annual Bonus Program (2024)
| Metric | Weight | Threshold | Target | Max | Actual 2024 | Payout |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | 446.5 | 496.1 | 545.7 | 440.1 | 0% |
| Adjusted EBITDA ($mm) | 50% | 4.4 | 8.8 | 13.2 | <0.0 | 0% |
| CEO Target Bonus (% of Salary) | — | — | 100% | 150% | — | 0% |
- No annual bonuses paid to NEOs for 2024; realized CEO short-term incentives were $0 in 2022–2024, underscoring pay-for-performance .
Long-Term Incentives (Design and Outcomes)
| Plan/Grant | Metric | Targeting/Conversion | Performance Window | Payout Mechanics |
|---|---|---|---|---|
| 2024 PSUs | Relative TSR vs. Solactive Total 3D Printing Index (3DPRNT) | Target at 0 pp spread; 0–200% payout; threshold at −25 pp; max at +50 pp | Apr 1, 2024–Mar 31, 2027 | Cliff vest; earned shares vest immediately after certification . |
| 2021 PSUs (earned in 2024) | Company TSR vs. $13.00 base; 10-day hurdles | 50%↑=50%; 75%↑=100%; 100%↑=150% | Up to third anniversary of grant | Certified at 150% payout in Jan 2024 . |
| 2025 PSUs | Annualized stock price appreciation vs. Mar 31, 2025 baseline | Three tranches: 20%/35%/50% annualized → 50%/100%/200%; straight-line between points | Through Mar 31, 2026/2027/2028 per tranche | Earned shares vest on third anniversary of grant . |
2024 LTI Target Awards (Share-Based Conversion)
| Award | Grant Date | Shares | Vesting |
|---|---|---|---|
| Restricted Stock (RSA) | Sep 5, 2024 | 247,933 | Ratable over 3 years . |
| Performance Share Units (PSU) | Sep 5, 2024 | 247,933 target; 123,967 threshold; 495,866 max | Earned based on TSR; cliff vest post-certification . |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (CEO) | 1,073,010 shares; <1% |
| Direct common shares | 698,915 |
| Restricted stock (time-based, unvested) | 374,095 |
| PSUs excluded from “beneficial” count | 110,144 target PSUs (excluded until earned) |
| Executive stock-ownership guideline | CEO: 6× salary; others: 2–3× salary |
| Guideline compliance | Executives comply or are retaining 50% of net shares until compliant |
| Hedging/pledging policy | Prohibits hedging and pledging; pre-clearance required |
Outstanding Equity (12/31/2024) and Vesting
| Grant Date | Type | Units Outstanding | Vesting Schedule/Notes |
|---|---|---|---|
| Mar 15, 2022 | RSA | 38,291 | Vests at 3rd anniversary (Mar 15, 2025) . |
| Apr 14, 2023 | RSA | 126,162 | Vests equally on 2nd and 3rd anniversaries (Apr 14, 2025; Apr 14, 2026) . |
| Sep 5, 2024 | RSA | 247,933 | Vests ratably over three years (Sep 5, 2025/2026/2027) . |
| Apr 1, 2022 | PSUs | 110,144 target | 3-year performance period; payout at target shown for outstanding . |
| Apr 3, 2023 | PSUs | 184,824 target | 3-year performance period; payout at target shown for outstanding . |
| Sep 5, 2024 | PSUs | 247,933 target | 3-year performance period; payout at target shown for outstanding . |
- Insider selling pressure: multiple time-based RSAs and PSUs cliff conversions imply periodic vesting events through 2027; company policy forbids hedging/pledging, mitigating alignment concerns .
Employment Terms
| Term | CEO (Graves) |
|---|---|
| Employment agreement | Minimum base $825,000; target bonus 100% of salary; participates in standard benefits and equity programs; initial onboarding equity as detailed below; auto-renews annually (extended May 2024) . |
| Onboarding equity | $2,000,000 RSA (20%/40%/40% vesting); $2,500,000 split between 3-year RSA and PSUs with TSR hurdles (201–2023) . |
| Severance (without cause/constructive discharge) | 150% of base salary, paid over 18 months; accrued salary/vacation; bonus accrued; up to 18 months COBRA subsidy . |
| Change-in-control (double-trigger) | 2× (salary + target bonus) lump-sum; pro-rata target bonus; full acceleration of unvested time-based awards; PSUs convert to RSAs; 24 months COBRA subsidy . |
| Clawback | Dodd-Frank/NYSE-compliant clawback on restatements, regardless of fault; public disclosure of recoupment . |
| Excise tax gross-ups | None for severance/CIC; policy prohibits gross-ups of that type . |
| Perquisites (2024 examples) | 401k match $8,956; relocation-related reimbursements/gross-ups $15,938; executive physical $0 (capped at $5,000) . |
Board Governance
- Board service: Director since 2020; not independent; CEO, not Board Chair (chair is an independent director, Charles G. McClure Jr.) .
- Committee roles: Not listed on standing committees (Audit, Compensation, CCGS, Technology Applications); eight of nine nominees are independent .
- Meeting cadence: Board held 5 meetings in 2024; all directors attended ≥75% of Board/committee meetings; independent directors hold executive sessions at least quarterly .
- Director compensation: Dr. Graves receives no additional director compensation as an employee; non-employee directors receive cash retainers and annual equity grants per policy .
Director Compensation (Context for Governance Quality)
| Element | Amount/Policy |
|---|---|
| Non-employee annual Board retainer | Chair $250,000; Member $50,000 . |
| Committee retainer | Chairs/Members: Audit $30,000/$15,000; Compensation $30,000/$15,000; CCGS $30,000/$15,000; Technology $30,000/$15,000 (changes effective Oct 1, 2024) . |
| Annual equity grant (non-employee) | Immediately vested stock; $135,000 in 2024 (10% reduction) . |
| Director ownership guideline | ≥5× annual cash retainer; hold net shares until compliant . |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 investment (TSR) | 121 | 162 | 86 | 62 | 37 |
| Net Income ($mm) | (149.6) | 322.1 | (121.7) | (362.7) | (256.9) |
| Adjusted EBITDA ($mm) | 27.8 | 56.1 | (5.8) | (26.3) | (66.4) |
| Annual revenue achievement ($mm) | — | — | — | — | 440.1 |
- Strategic actions cited by management: insourcing manufacturing, footprint reduction, G&A right-sizing, continued R&D investment, and reorganization into Healthcare and Industrial units to sharpen focus and improve profitability .
Compensation Committee Analysis
- Committee composition: All independent; Chair Kevin S. Moore; members Drayton, Erickson, Kever; six meetings in 2024 .
- Independent consultant: Meridian Compensation Partners; no conflict; peer group benchmarking; targets generally near 50th percentile .
- Program features: Caps on payouts (bonus 150%; PSUs 200%); transparent metrics; ownership guidelines; clawback; prohibition on hedging/pledging and option repricing; no defined benefit pension; annual risk assessment (no material adverse risk) .
Say‑on‑Pay & Shareholder Feedback
- Average support 2019–2024: 94%; 2024 approval: 88% (down from 96% in 2023), incorporated into 2025 PSU design changes .
Compensation Structure Analysis
- Cash vs. equity mix: CEO salary flat 2022–2024; realized bonuses $0 across 2022–2024; equity realizable values compressed amid TSR declines, with CAP mechanics showing sensitivity to performance .
- Shift to market-based PSUs: 2024 PSUs tied to relative TSR; 2025 PSUs shift to annualized stock price appreciation tranches, tightening linkage to shareholder returns .
- Governance protections: Strong clawback; hedging/pledging prohibition; no excise tax gross-ups; no option repricing .
Risk Indicators & Red Flags
- Operating stress: 2024 adjusted EBITDA below zero; revenue below threshold; no bonus funding; indicates stringent pay-for-performance but also business pressure .
- TSR decline: $100 investment value at $37 in 2024; sustained multi-year drawdown .
- Tax gross-ups: Relocation-related tax gross-ups appear in “All Other Compensation” (e.g., $7,292 for Graves in 2024), albeit policy avoids excise tax gross-ups on CIC/severance .
- Related party transactions: None in 2024 except a Board-approved $1 million film financing with Chuck Hull’s entity; not directly involving Graves .
- Section 16 compliance: No delinquent filings in 2024 .
Equity Ownership & Alignment Details
| Policy/Guideline | Requirement | Status |
|---|---|---|
| CEO stock ownership | 6× salary | Compliant or retaining 50% net shares until compliant . |
| Insider trading policy | Pre-clearance; hedging/pledging prohibited | Applies to CEO/directors . |
| Director ownership | ≥5× cash retainer; hold until compliant | Board indicates compliance . |
Board Service History and Dual-Role Implications
- Dual-role considerations: Board separates Chair and CEO; independent Chair oversees Board, enabling CEO to focus on operations; Board reviews leadership structure periodically; current separation deemed appropriate .
- Independence: Graves is not independent; eight of nine nominees are independent; committees composed entirely of independent directors .
Director Compensation (Graves-specific)
| Item | Amount |
|---|---|
| Director fees/equity for Graves | None (employee; receives no additional compensation as director) . |
Investment Implications
- Alignment: Zero 2024 bonus and multi-year PSU structures show real pay-for-performance alignment; clawback and no hedging/pledging strengthen governance .
- Retention vs. selling pressure: Significant unvested RSAs and multi-year PSU cliffs create ongoing retention hooks; periodic vesting can introduce supply but policy guardrails reduce misalignment risk .
- Execution risk: TSR and EBITDA trends signal continued turnaround risk; management’s restructuring and segment focus need to translate into revenue/EBITDA recovery to unlock PSU value and improve say‑on‑pay optics .
- Change-of-control economics: Double-trigger 2× salary+bonus and full acceleration of equity could be material in a strategic transaction; investors should model dilution from PSU conversions at target .