Malissia R. Clinton

About Malissia R. Clinton

Malissia R. Clinton, age 56, has served on the 3D Systems Board since 2019 (six years as of the 2025 proxy) and is currently Chair of the Compliance, Corporate Governance & Sustainability (CCGS) Committee; she is deemed independent under NYSE standards with no material relationships to the Company identified by the Board . Clinton is Executive Vice President and General Counsel of Meritage Homes Corporation (since April 2022) and previously served as Senior Vice President, General Counsel and Secretary at The Aerospace Corporation (2009–March 2022), with earlier legal roles at Northrop Grumman, TRW Space Technology, and Tuttle & Taylor—experience the Board cites as strong in compliance and in aerospace, a key vertical for DDD .

Past Roles

External Roles

Board Governance

• Independence and leadership: Clinton is independent; Board Chair is an independent director (role separated from CEO), supporting oversight rigor .
• Committee leadership: Clinton chairs the CCGS Committee (oversees board composition, independence, governance policies, ESG oversight, and related-person transactions). She also chaired the Compliance Committee until its dissolution on Oct 1, 2024 (duties moved to CCGS) .
• Meetings and attendance: Board met 5 times in 2024; each director attended at least 75% of Board and relevant committee meetings. Independent directors hold regular executive sessions at least quarterly; all directors attended the 2024 annual meeting .
• Tenure policy: 10-year term limits (effective Dec 2019) and mandatory retirement age of 75, promoting refreshment .
• Related-party oversight: CCGS reviews/approves related-person transactions under a formal policy; no related-party transactions in 2024 other than a 2025 film investment involving Director Emeritus Chuck Hull reviewed/approved by the Board. No Clinton-related transactions disclosed .
• Say-on-Pay context: Average support 94% over last five annual meetings; 88% at 2024—considered by the Compensation Committee in 2025 PSU design .

Committee Assignments and Responsibilities

Fixed Compensation (Director)

Director fee policy (effective Oct 1, 2024):

• Board cash retainers (annual): Chair $250,000; Member $50,000 .
• Committee retainers (annual): Audit Chair $30,000/Member $15,000; Compensation Chair $30,000/Member $15,000; CCGS Chair $30,000/Member $15,000 (increased from $10,000/$5,000 effective Oct 1, 2024); Technology Applications Chair $30,000/Member $15,000 (member increased from $10,000) .
• Equity: Annual immediately-vested stock equal to $150,000 at re-election; for 2024, a one-time 10% reduction to $135,000 approved May 14, 2024 .

Performance Compensation (Director)

• No performance-vested equity applies to non-employee directors; awards vest immediately and are part of the standardized director program .
• Director Deferral Plan (adopted Dec 2022) allows deferral of director equity compensation; availability disclosed (individual elections not disclosed for Clinton) .

Other Directorships & Interlocks

Expertise & Qualifications

• Board-cited qualifications: strong experience in compliance matters and aerospace industry exposure, a key vertical for DDD .
• Independence, governance, and ESG oversight credentials via CCGS Chair role .
• Background depth: executive-level GC roles in regulated, aerospace, and industrial contexts .

Equity Ownership

• Stock ownership guidelines: non-employee directors must maintain holdings equal to 5× the annual cash retainer; directors must retain awarded shares until the minimum is met. All directors either comply or retain 50% of net shares until compliant .
• Hedging/pledging: Company policy prohibits hedging and prohibits directors from pledging or holding shares in margin accounts .
• Section 16 compliance: No delinquent filings reported for directors in 2024 .

Insider Trades

Note: The proxy does not list individual Form 4 transactions; only compliance status is disclosed .

Governance Assessment

• Positives

  • Independent director with legal/compliance expertise aligned to DDD’s aerospace and regulated end-markets; chairs the CCGS Committee overseeing independence, board evaluations, ESG, and related-party approvals—key levers of board effectiveness .
  • Strong governance architecture: independent Board Chair, regular executive sessions, term limits and retirement age, formal related-party policy, and structured board/committee self-evaluations—supports investor confidence in oversight quality .
  • Director pay design emphasizes equity with stock ownership requirements (5× cash retainer) and anti-hedging/pledging policy, aligning director incentives with shareholders; 2024 one-time 10% reduction in director equity demonstrates restraint amid conditions .
  • Attendance threshold met across directors in 2024; CCGS met 4 times, Compliance Committee (pre-dissolution) met 2 times—indicative of active committee work under her chairmanship .

• Watch items

  • Director equity awards are immediately vested (no performance conditions), partially offset by robust ownership and holding requirements; investors may prefer minimum holding periods beyond guideline thresholds to strengthen long-term alignment .
  • External executive role (EVP & GC at Meritage Homes) adds workload; the Board affirmed independence and disclosed no material relationships—continue monitoring for potential time/attention constraints or future related-party ties (none disclosed) .
  • Company approved a 2025 related-party film investment involving a director emeritus; not related to Clinton but underscores the importance of vigilant related-party oversight by her committee .

• Shareholder feedback signal

  • Say-on-Pay support of 88% in 2024 (avg. 94% over last five meetings) remains solid but trended down; Compensation Committee adjusted PSU design in 2025—ongoing engagement advisable .