John J. Tracy
3D SYSTEMSAbout John J. Tracy
Dr. John J. Tracy, age 70, has served on the 3D Systems (DDD) Board since 2017 and is an independent director. He retired from Boeing in 2016 as Chief Technology Officer and Senior Vice President, Engineering, Operations & Technology, with 37+ years in aerospace. At DDD he chairs the Technology Applications Committee and serves on the Compliance, Corporate Governance & Sustainability (CCGS) Committee; the Board has affirmatively determined his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Chief Technology Officer & SVP, Engineering, Operations & Technology | Retired 2016 | Led engineering, operations and technology across Boeing’s businesses; deep expertise in aerospace manufacturing, structures, materials |
| Boeing Integrated Defense Systems | Vice President, Engineering & Mission Assurance | Not disclosed | Oversight of engineering quality and mission assurance in defense systems |
| Boeing Phantom Works | VP, Structural Technologies, Prototyping & Quality | Not disclosed | Advanced prototyping, structures and quality leadership |
| Hercules; McDonnell Douglas; Boeing | Roles of increasing responsibility | Not disclosed | Progressive technical/leadership roles in aerospace |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Academy of Engineering | Member | Not disclosed | Elected member; recognition of technical excellence |
| Project Kinship | Board/Trustee role (not specified) | Not disclosed | Community-focused organization involvement |
| Current public company boards | None | — | No other public directorships (reduces interlocks risk) |
| Prior public company boards (last 5 years) | None | — | None disclosed |
Board Governance
- Committee roles: Chair, Technology Applications Committee (3 meetings in 2024); Member, CCGS Committee (4 meetings in 2024); Member, Compliance Committee (dissolved Oct 1, 2024; 2 meetings in 2024).
- Independence: Board determined Dr. Tracy has no material relationship with the Company and satisfies NYSE independence criteria.
- Attendance/engagement: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings for which they served; directors attended the 2024 annual meeting.
- Board leadership: Independent Chair (Charles G. McClure) separate from CEO; independent directors meet in executive session at least quarterly.
- CCGS mandate includes board composition/refreshment, independence determinations, ESG oversight, director compensation recommendations, and related-person transactions approval.
- Term limits and retirement: 10-year term limits (effective Dec 2019) and mandatory retirement age of 75 support refreshment.
Committee Snapshot (2024)
| Committee | Role (Tracy) | Meetings | Key Oversight |
|---|---|---|---|
| Technology Applications | Chair | 3 | Technology strategy, IP, R&D plans, tech workforce and succession, tech investments/M&A |
| CCGS | Member | 4 | Governance policies, independence, board evaluation, director compensation, ESG, related-party transactions |
| Compliance (dissolved Oct 1, 2024) | Member | 2 | Export controls, government contracts, FDA/HIPAA compliance (duties assumed by CCGS) |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Cash fees (2024) | $91,250 | Director fees earned/paid in cash |
| Equity (2024) | $135,000 | 63,084 shares granted Aug 30, 2024; immediately vested; valued at $2.14/share on grant date |
| Total (2024) | $226,250 | Sum of cash and equity |
Director fee policy (effective Oct 1, 2024):
- Board member annual retainer: $50,000; Board Chair: $250,000.
- Committee chair fee: $30,000 (Audit, Compensation, CCGS, Technology Applications).
- Committee member fee: $15,000 (Audit, Compensation, CCGS, Technology Applications).
- Annual equity grant: Immediately vested stock equal to $150,000 upon re-election (one-time 10% reduction to $135,000 for 2024).
Performance Compensation
| Element | Structure | Metrics/Triggers |
|---|---|---|
| Annual director equity | Immediately vested restricted stock under 2015 Incentive Plan | No performance conditions; fully vested upon issuance at re-election; 2024 reduced to $135,000 |
| Options/PSUs (directors) | Not used | No director options; equity grants to directors are immediately vested stock; no director PSUs disclosed |
No performance metrics are tied to director compensation; equity awards for non-employee directors vest immediately and are not performance-conditioned.
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Current public boards | None |
| Prior public boards (last 5 years) | None |
| Compensation Committee interlocks | None; Compensation Committee composed solely of independent directors |
Expertise & Qualifications
- Aerospace engineering and manufacturing; structures and materials; recognized National Academy of Engineering member.
- Technology strategy, product development, and emerging technologies; governance/legal/compliance experience noted in board skills matrix.
- Industry applications experience relevant to aerospace defense verticals, an important DDD end-market.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| John J. Tracy | 151,642 | <1% | As of March 18, 2025; beneficial ownership per proxy table |
Additional ownership alignment:
- Director stock ownership guideline: Minimum value equal to 5x the annual cash retainer (i.e., 5 × $50,000 = $250,000 requirement), to be met by 2025 or within 5 years of joining the Board; directors must retain all shares until compliance (may sell up to 50% to cover taxes).
- Compliance status: All directors currently comply or are retaining 50% of net shares until meeting the requirement.
- Hedging/pledging: Prohibited for directors; pre-clearance required for any transactions.
- Value context: Using $3.28 closing price on 12/31/2024, Dr. Tracy’s shares equate to approximately $497,387 (151,642 × $3.28), exceeding the $250,000 guideline threshold (computed from policy/retainer).
Governance Assessment
- Board effectiveness: Tracy’s dual role as Technology Applications Chair and CCGS member places him at the nexus of technology oversight, governance, ESG, and related-party reviews—highly relevant for an IP- and R&D-centric company.
- Independence/engagement: Affirmed independent; Board met 5 times in 2024 with directors meeting at least 75% attendance; quarterly independent executive sessions support oversight.
- Ownership alignment: Meaningful personal stake and strict ownership/holding requirements for directors; hedging and pledging prohibited.
- Compensation structure: Cash retainer plus immediately vested stock; 2024 equity grant reduced 10% to $135,000—a modest discipline signal in a challenging year.
- Conflicts/related-party oversight: CCGS reviews and approves related-person transactions; Board approved a $1 million film financing agreement with an entity co-owned by Director Emeritus/EVP Chuck Hull (22% share of net proceeds), highlighting active conflict oversight processes.
RED FLAGS / Watch items
- Related-party transaction approved (film financing with entity co-owned by Director Emeritus and spouse); although reviewed and approved, continued monitoring of execution, disclosures, and proceeds allocation is prudent.
- Director equity grants are fully vested at issuance (not performance-based), which reduces direct pay-for-performance linkage at the director level; mitigated by ownership/holding requirements.
- Attendance detail is aggregate; individual attendance rates are not disclosed—monitor future proxies for individual director attendance granularity.
Say-on-Pay & Shareholder Feedback (context for governance)
- Historical average say-on-pay support: 94% across last five annual meetings; 88% in 2024 (down from 96% in 2023).
Insider Trades (Section 16 context)
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | No executive officer, director, or 10% holder failed to file required reports on a timely basis. |
Note: Proxy does not list individual Form 4 transactions for Dr. Tracy; analysis based on Section 16(a) compliance disclosure.