Kevin S. Moore
3D SYSTEMSAbout Kevin S. Moore
Kevin S. Moore (age 70) has served on 3D Systems’ Board since 1999. He is Vice Chairman and Director of The Clark Estates, Inc., a private investment firm and major shareholder of 3D Systems, with more than 30 years at the firm. At 3D Systems he currently chairs the Compensation Committee and serves on the Audit Committee, where he is designated an Audit Committee Financial Expert. The Board classifies him as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clark Estates, Inc. | Vice Chairman & Director | 30+ years | Investment leadership at a major 3D Systems stockholder; strategic perspective on capital allocation and growth |
| 3D Systems Corporation | Director | Since 1999 | Compensation Committee Chair; Audit Committee member; Audit Committee Financial Expert |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Aspect Holdings, LLC | Director | Private company board |
| The Clark Foundation | Director/Trustee | Non-profit board |
| National Baseball Hall of Fame & Museum, Inc. | Director/Trustee | Non-profit board |
| Bassett Healthcare Network and Bassett Medical Center | Trustee | Non-profit healthcare boards |
| Fenimore Farm and Country Village | Director/Trustee | Private entity |
| Leatherstocking Corporation | Director/Trustee | Private entity |
| Templeton Foundation | Director/Trustee | Non-profit foundation |
Board Governance
- Independence and interlocks: The Board determined Moore is independent under NYSE rules. No compensation committee interlocks were disclosed for 2024.
- Committee assignments and expertise:
- Compensation Committee: Chair (6 meetings in 2024). Scope includes CEO/NEO pay, equity plans, succession, HCM oversight.
- Audit Committee: Member (8 meetings in 2024); designated Audit Committee Financial Expert. Scope includes ICFR, auditor oversight, disclosure controls, ERM, cybersecurity.
- Attendance and engagement: The Board met 5 times in 2024; each director attended at least 75% of Board and assigned committee meetings. Independent directors held executive sessions at least quarterly. All directors attended the 2024 annual meeting.
- Leadership structure and refreshment: Independent Chair (separate from CEO). Board has 10-year term limits (effective Dec 2019) and mandatory retirement age 75. Moore’s Board tenure is 26 years.
- Codes and policies: Robust Codes of Conduct/Ethics; Related Party Transaction Policy; Clawback Policy; Insider Trading Policy prohibits pledging/hedging by directors.
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Standard non-employee director retainer |
| Compensation Committee Chair fee | $30,000 | Increased to $30,000 effective 10/1/2024 |
| Audit Committee member fee | $15,000 | Standard member fee |
| Total cash fees (2024 actual) | $95,000 | Matches line item in director comp table |
| Annual equity (immediately vested stock) | $135,000 | One-time 10% reduction to $135k in 2024; 63,084 shares granted 8/30/2024 at $2.14 |
Director compensation totals for 2024: Fees earned $95,000; Stock awards $135,000; Total $230,000.
Performance Compensation
- Directors receive immediately vested stock as annual equity compensation; no performance metrics are applied to director equity grants. 2024 award: 63,084 shares granted on August 30, 2024 (grant-date value $135,000 at $2.14/share).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards (last 5 years) | None |
| Potential interlocks with DDD customers/suppliers | None disclosed for Moore; Board reviewed immaterial customer relationships for other directors (Smith+Nephew; MW Industries) and maintained independence conclusions. |
Expertise & Qualifications
- Financial and operational experience from long-standing role at The Clark Estates; perspective of a major shareholder on strategy and growth.
- Audit Committee Financial Expert designation (financial literacy and expertise).
- Board skills matrix credits Moore with financial expertise and human capital capabilities.
Equity Ownership
| Measure | Amount | Detail/Source |
|---|---|---|
| Total beneficial ownership | 1,661,241 shares | 1.23% of outstanding shares as of 3/18/2025 |
| Direct ownership | 104,934 shares | Held directly |
| Indirect ownership (trust) | 137,693 shares | Kevin S. Moore 2011 Revocable Trust |
| The Clark Estates, Inc. | 1,418,614 shares | Beneficially owned by The Clark Estates; Moore disclaims beneficial ownership and any pecuniary interest |
| Ownership guidelines | 5x annual cash retainer for non-employee directors; directors must retain shares until compliant; all directors in compliance or retaining 50% of net shares until achieved | |
| Hedging/pledging | Prohibited for directors (no pledging; no hedging) | |
| Section 16 filings | No delinquent filings for 2024 |
Insider transactions (recent):
| Date | Form 4 Code | Shares | Price | Post-Transaction Holdings | Notes |
|---|---|---|---|---|---|
| 6/11/2025 | A (Award) | 29,069 | $0 | 134,003 direct; 137,693 in trust | Stock award grant; filed 6/13/2025 (Attorney-in-Fact signed) |
Governance Assessment
-
Strengths
- Independent director with deep capital allocation and governance experience; designated Audit Committee Financial Expert, enhancing financial oversight depth.
- As Compensation Committee Chair, oversaw an at-risk, performance-aligned executive program (no 2024 bonuses due to below-threshold revenue/EBITDA), and uses an independent consultant (Meridian).
- Strong policy framework: clawback policy aligned with NYSE rules; prohibition on hedging/pledging; robust related party review; director ownership requirements; regular executive sessions and independent Chair.
- Say-on-Pay support remained high at 88% in 2024 (five-year average 94%), indicating broad investor support for compensation oversight.
-
Potential risks / watch items
- Long tenure (26 years) can raise perceived independence concerns among some shareholders, despite the Board’s formal independence determination. The Board has adopted term limits (10 years) and a retirement age of 75 as refreshment mechanisms.
- Affiliation with a major shareholder (The Clark Estates) may create perceived alignment-and-influence dynamics; however, the Board explicitly affirmed Moore’s independence and no material relationships, and he disclaims beneficial ownership of The Clark Estates’ shares.
- Related-party oversight: the 2025 proxy disclosed a $1 million film financing agreement with an entity co-owned by a director emeritus (not Moore). Continued vigilance on related-party transactions remains important for investor confidence.
-
Overall view: Moore brings shareholder-oriented perspective, financial rigor, and compensation oversight. The principal governance consideration is balancing his long tenure and major-shareholder affiliation with the Board’s independence determinations, policies, and ongoing refreshment practices.
Fixed Compensation (Detail Table)
| Year | Cash Fees | Equity Value | Total |
|---|---|---|---|
| 2024 | $95,000 | $135,000 | $230,000 |
| Citations: 2024 director compensation table (cash/equity/total) |
Performance Compensation (Detail)
| Grant Date | Instrument | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| 8/30/2024 | Immediately vested stock | 63,084 | $135,000 (at $2.14/share) | Immediate vesting |
| Citations: Award sizing/timing and per-share price |
Other Notes Relevant to Board Effectiveness
- Board/committee meeting cadence: Board (5); Audit (8, frequent executive sessions with Internal Audit and auditors); Compensation (6).
- Executive sessions: Non-management directors meet in executive session at regular meetings and at least quarterly for independent directors.