Joseph Zuiker

About Joseph Zuiker

Joseph “Joe” Zuiker is Executive Vice President, Engineering & Operations at 3D Systems, appointed effective December 12, 2022; his employment agreement auto‑renewed for one year in December 2024, indicating continued tenure and retention priority . He holds a PhD in Mechanical Engineering (RPI), an MS in Aerospace Engineering (University of Cincinnati), and a BS in Mechanical Engineering (University of Illinois Urbana‑Champaign), and is a Certified Six Sigma Master Black Belt; he was age 58 at appointment in December 2022 . Compensation outcomes in 2024 reflected a strict pay‑for‑performance posture: the Annual Bonus Program paid 0% due to revenue and adjusted EBITDA shortfalls, while long‑term incentives (50% RSAs, 50% PSUs) remained the main vehicle for alignment; company performance in 2024 included Net Income of $(256.9)m, Adjusted EBITDA of $(66.4)m, and a TSR index value of $37 (base $100), underscoring the no‑bonus result and heightened reliance on LTI for upside .

Past Roles

External Roles

No external public company directorships or committee roles disclosed for Zuiker .

Fixed Compensation

Perquisites and other compensation (2024):

Employment agreement cash terms (key points):

• Minimum base salary $400,000 and target bonus opportunity not less than 60% of base; $200,000 sign‑on bonus with 24‑month clawback if certain conditions unmet; relocation support to Charlotte, NC .
• Agreement commenced Dec 12, 2022; initial two‑year term with automatic 12‑month renewals; auto‑extended in Dec 2024 .

Performance Compensation

Annual bonus structure and 2024 outcomes:

• Metrics and weighting: 50% Revenue, 50% Adjusted EBITDA for all NEOs; no payout for 2024 .
• 2024 plan ranges (Zuiker): Threshold $124,500; Target $249,000; Maximum $373,500 .

2024 long‑term incentive (LTI) design and grants:

• Mix and targets: LTI equally split between time‑based RSAs and PSUs; 2024 target award for Zuiker $800,000, converted using $6.05 20‑day average price to 66,115 RSAs and 66,115 target PSUs; grants made Sep 5, 2024 .
• Grant date fair values (GAAP): RSAs $128,924; PSUs $204,957 (PSUs valued via Monte Carlo at target) .
• PSU performance metric: Relative TSR over a three‑year period; PSUs vest in full on or about Sep 5, 2027, subject to performance and service .

Vesting schedules (as disclosed):

• Initial time‑based RSA (new‑hire) vests in three equal annual installments on each anniversary of Dec 12, 2022, subject to continued service .
• 2023 time‑based awards vest in equal installments on the second and third anniversaries of Apr 14, 2023 .
• 2024 RSAs vest in equal installments on the first, second, and third anniversaries of Sep 5, 2024 .
• 2024 PSUs measured over a three‑year TSR period with certification after the performance period; vest on/around Sep 5, 2027 if earned .

Detailed 2024 incentive tables:

• Annual Bonus Program ranges

• 2024 Equity Grants

Equity Ownership & Alignment

Beneficial ownership and components (as of Mar 18, 2025 record date / Dec 31, 2024 for award status):

• Total beneficially owned: 146,498 shares; less than 1% of outstanding .
• Composition: 33,444 shares held directly; 113,054 shares of time‑based restricted stock (unvested) .
• Outstanding equity awards at 12/31/24 include: time‑based RSAs from 12/12/2022, 4/14/2023, 9/5/2024; unearned PSUs from 4/3/2023 and 9/5/2024 (target) .

Alignment policies and restrictions:

• Executive stock ownership guideline: EVPs must hold 2x annual base salary; NEOs either comply or retain 50% of net shares until compliant; five‑year expectation to achieve .
• Hedging and pledging: Directors and executive officers are prohibited from hedging and from holding/pledging company securities in margin accounts or as collateral; pre‑clearance required for transactions .

Insider selling/vesting pressure indicators:

• Near‑term vesting cadence includes annual tranches from the 2022 new‑hire grant (through Dec 2025), two‑year split vesting on the 2023 grants (Apr 2025 and Apr 2026), and three‑year ratable vesting from the 2024 RSAs (Sep 2025–Sep 2027), creating periodic supply from time‑based awards; hedging/pledging prohibitions and ownership retention rules partially mitigate net sell pressure .

Employment Terms

Key provisions from Zuiker’s employment agreement and company policies:

• Term and renewal: Commenced Dec 12, 2022; initial two‑year term; auto‑renews for 12‑month periods unless either party gives notice; auto‑extended in Dec 2024 .
• Severance (non‑change‑in‑control): If terminated without cause or resigns for good reason, 12 months of base salary paid in installments plus up to 12 months COBRA contribution at active‑rate cost; 2025 proxy quantifies the scenario at $481,400 as of 12/31/24 .
• Change‑of‑Control (double‑trigger) economics: Company COC Severance Policy applies to EVPs—two times the sum of current base salary and target cash bonus, accelerated vesting of unvested time‑based RSAs, conversion of outstanding PSUs at target into immediately‑vested RSAs, and 18 months COBRA; proxy quantifies Zuiker at $1,366,817 using $3.28 stock price and assuming target PSU payout (accelerating 113,054 time‑based RSAs and 109,889 PSUs at target) .
• Employment agreement CoC clause: Provides 150% of (base salary + target bonus) in a lump sum plus 18 months COBRA and equity conversion/acceleration; the proxy indicates the broader Company COC policy governs EVPs and provides the higher 2x multiple .
• Clawback: Company‑wide clawback compliant with NYSE standards (effective Oct 2, 2023) applies to all executive officers .
• Restrictive covenants: 12‑month non‑compete (global scope as tailored by court if necessary), 12‑month non‑solicitation of customers and employees, confidentiality, and non‑disparagement; arbitration in Rock Hill, SC for disputes (except injunctive relief) .
• Relocation/sign‑on: $200,000 sign‑on (net repayment required if certain conditions within 24 months), and relocation benefits to Charlotte, NC per policy .

Performance & Track Record

• 2024 company performance (context for incentives): Total Shareholder Return index value $37 vs. peer index $151; Net Income $(256.9)m; Adjusted EBITDA $(66.4)m—Adjusted EBITDA was the most important measure linking pay to performance in 2024, at 50% of bonus weighting .
• 2024 bonus outcome for Zuiker and NEOs: 0% payout under Annual Bonus Program (50% revenue/50% adjusted EBITDA metrics), reinforcing pay‑for‑performance alignment .

Compensation Structure Diagnostics

• Mix shift and risk: Half of LTI in PSUs tied to TSR over 3 years, increasing performance leverage; RSAs used for retention. 2024 LTI was granted later (Sep) due to 2023 10‑K timing, potentially shifting measurement windows .
• Discretion and governance: Compensation Committee comprised entirely of independent directors; Meridian served as independent advisor with no conflicts; no stock options currently granted .
• Shareholder‑unfriendly elements: Presence of limited tax gross‑ups on certain relocation reimbursements (e.g., $2,601 for Zuiker in 2024), though amounts are small; robust clawback and anti‑hedging/pledging offset risks .

Equity and Severance Details (as of 12/31/2024)

Investment Implications

• Alignment and retention: Large time‑based RSA stack and 3‑year TSR PSUs create strong multi‑year alignment; ownership guidelines and pre‑clearance/anti‑hedge/anti‑pledge policies reduce governance risk and curtail aggressive monetization; auto‑renewal of employment in Dec 2024 signals retention focus .
• Near‑term supply dynamics: Regular RSA tranches vesting in 2025–2027 may introduce periodic sell pressure, partly mitigated by retention requirements and guidelines; monitor Form 4s around Apr 14 and Sep 5 dates for activity .
• Downside risk and severance leverage: In a strategic review or CoC, Zuiker’s package includes 2x cash multiple and full equity acceleration at target per policy, aligning continuity but adding deal‑related dilution risk if broadly triggered; non‑compete and non‑solicit reduce post‑exit competitive threat .
• Pay‑for‑performance stance: 0% 2024 bonus outcome and TSR‑weighted PSUs signal a higher hurdle for cash payouts; future upside for Zuiker is largely equity‑driven, contingent on operational execution that improves revenue and adjusted EBITDA trajectories .