Phyllis Nordstrom
Executive Vice President, Chief People Officer and Chief Administrative Officer; Interim Chief Financial Officer at 
3D SYSTEMS
3D SYSTEMSExecutive
About Phyllis Nordstrom
Phyllis Nordstrom is Interim Chief Financial Officer and Chief Administrative Officer of 3D Systems, appointed effective August 29, 2025; she previously served as Executive Vice President, Chief People Officer, and Chief Compliance Officer since August 2021 and became Chief Administrative Officer in December 2022. She is 46 and holds a Bachelor of Science in Accounting from Louisiana State University; prior roles include senior leadership positions in risk, compliance, finance, and internal audit at MTS Systems, PricewaterhouseCoopers, Target, and U.S. Bank. In Q3 2025, she emphasized financial discipline and balance sheet strength amid a 19% revenue decline to $91.2 million, gross margin contraction to 32.3%, net loss of $18.1 million, and improved adjusted EBITDA loss of $10.8 million, guiding for 8–10% sequential revenue growth in Q4 2025. Over 2021–2024, 3D Systems’ total shareholder return (TSR) deteriorated materially, with a $100 initial investment declining to $37 by 2024, reinforcing the company’s pivot to TSR-linked PSU design.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MTS Systems Corporation | Senior Vice President & Chief Risk & Compliance Officer | May 2016–July 2021 | Led business ethics, corporate compliance, sustainability, internal audit, and risk management |
| PricewaterhouseCoopers | Leadership roles (finance/risk) | Not disclosed | Built finance and compliance capabilities |
| Target | Leadership roles | Not disclosed | Held leadership positions in finance/operations |
| U.S. Bank | Leadership roles | Not disclosed | Held leadership positions in finance/risk |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in filings | — | — | No public company board roles disclosed for Ms. Nordstrom in DDD’s 2025 proxy and related filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 428,731 | 475,000 |
| Target Bonus (% of salary) | 60% (maintained from 2023 cycle) | 60% |
| Actual Annual Bonus Paid ($) | 281,638 | 0 (below threshold on revenue and adj. EBITDA) |
| Stock Awards ($ grant-date fair value) | 1,386,371 | 417,352 |
| All Other Compensation ($) | 0 disclosed for 2023 line items; total per SCT reflects compensation mix change | 11,362 (401k match $8,400; executive physical $2,962) |
| Total Compensation ($) | 2,096,740 | 903,714 |
Performance Compensation
Annual Bonus Program (2024)
| Metric | Weighting | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Revenue ($ millions) | 50% | 496.1 | 440.1 | 0% | Linear interpolation; below threshold |
| Adjusted EBITDA ($ millions) | 50% | 8.8 | <0.0 | 0% | Non-GAAP definition provided; below threshold |
| Total | 100% | — | — | 0% | No NEO payouts for 2024 |
Long-Term Incentive (LTI) Awards and PSU Design
| Component | Weighting | Shares (Target) | Grant Date | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | 50% of LTI | 82,644 | Sep 5, 2024 | 1/3 annually over 3 years | Service-based |
| Performance Share Units (PSUs) | 50% of LTI | 82,644 | Sep 5, 2024 | Cliff on performance certification | Relative TSR vs Solactive Total 3D Printing Index (3DPRNT) over 4/1/2024–3/31/2027; 0–200% payout based on TSR spread thresholds; certification in April 2027 |
2025 PSU Program: three tranches earned on annualized stock price appreciation of 20%/35%/50% measured on March 31, 2026/2027/2028 with straight-line interpolation and vesting at 3 years from grant.
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 158,973 (direct + restricted) |
| Shares Owned Directly | 39,573 |
| Restricted Shares (unvested time-based) | 119,400 |
| Performance Share Units (excluded from beneficial count until earned) | 21,739 PSUs outstanding at target |
| Ownership as % of Shares Outstanding | <1% (star in table indicates less than one percent) |
| Stock Ownership Guidelines | EVPs: 2x salary; CFO: 3x salary |
| Compliance Status | All NEOs comply or are retaining 50% of net shares until compliant; expected to meet guidelines within 5 years of appointment to SVP+ |
| Hedging/Pledging | Prohibited; directors and executives must pre-clear trades |
Vesting Schedules (Selected Awards)
| Grant | Shares | Vesting Schedule | Key Dates |
|---|---|---|---|
| RSAs granted 09/05/2024 | 82,644 | 1/3 annually over 3 years | 09/05/2025; 09/05/2026; 09/05/2027 |
| RSAs granted 04/14/2023 | 33,200 | Equal installments on 2nd and 3rd anniversaries | 04/14/2025; 04/14/2026 |
| RSAs granted 03/15/2022 | 7,556 | Full vest at 3rd anniversary | 03/15/2025 |
| RSAs granted 12/02/2022 | 3,556 | Full vest at 3rd anniversary | 12/02/2025 |
| 2024 PSUs | 82,644 target | Performance period; cliff vest upon certification | Performance window 04/01/2024–03/31/2027; certify April 2027 |
Note: DDD does not currently grant new stock options; option repricing prohibited without shareholder approval.
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Initial two-year term; automatically extends one year unless notice; Ms. Nordstrom’s agreement extended in August 2024 |
| Minimum Base Salary (agreement) | $350,000 |
| Target Bonus Opportunity | ≥60% of base salary, performance-based |
| Initial Equity Grants (on hire, Aug 2021) | $500,000 time-based RSAs vesting over 3 years; $100,000 time-based RSAs vesting at 1 year; 2021 bonus guaranteed at target pro-rata; relocation benefits to Charlotte metro area |
| Severance (without cause/good reason) | 12 months of base salary + COBRA reimbursement for 12 months; accrued but unpaid salary and eligible bonus per normal timing |
| Change-of-Control (double-trigger) | Lump sum: 2x (base + target bonus) + pro rata target bonus + COBRA for 18 months; accelerated vesting of unvested time-based RSAs and conversion of PSUs to time-based RSAs at target (for Ms. Nordstrom: 113,054 RSAs + 109,889 PSUs at assumed target), vest fully upon qualifying termination |
| Clawback Policy | Mandatory recovery of excess incentive compensation after accounting restatements, regardless of culpability; amended effective Oct 2, 2023 per SEC/NYSE rules |
| Hedging/Pledging | Prohibited for directors and officers; pre-clearance required |
| Defined Benefit Pension | None; executives participate in 401(k) on same basis as employees |
Performance Context
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – $100 initial investment value | $162 | $86 | $62 | $37 |
| Q3 2025 Results | Amount |
|---|---|
| Revenue ($ millions) | 91.2 (down 19% YoY) |
| Gross Profit Margin (%) | 32.3% (down from 36.9% YoY) |
| Net Loss ($ millions) | 18.1 (improved by $160.6 million vs prior year due to non-recurring benefits and lower opex) |
| Adjusted EBITDA ($ millions) | -10.8 (improved by $3.5 million YoY) |
| Cash and Equivalents ($ millions) | 95.5 (total cash $114.2 million incl. restricted) |
| Total Debt ($ millions) | 122.6; maturities $34.7m in Q4 2026, $92.0m in 2030 |
| Q4 2025 Outlook | Revenue +8–10% sequentially vs Q3; margins/opex in line |
| Interim CFO statement | Focused on financial discipline, cost structure streamlining, and balance sheet strength |
Investment Implications
- Pay-for-performance alignment and near-term cash discipline: Zero 2024 bonus underscores tight linkage to revenue and adjusted EBITDA outcomes; 2024 PSU design ties upside to relative TSR versus a 3D printing index, placing realized equity compensation at risk and aligned with shareholder value creation. Upcoming PSU certification timelines and RSA vest dates create identifiable supply overhang windows but are service/performance-gated.
- Retention and change-of-control economics: Standard severance (12 months salary + 12 months COBRA) lowers near-term exit cost; double-trigger COC (2x base+bonus, COBRA 18 months, accelerated equity including ~113k RSAs and ~110k PSUs at target) raises retention bar but could create accelerated share delivery upon a transaction, affecting float and insider alignment optics.
- Ownership and alignment: Beneficial stake of 158,973 shares (<1%), with 119,400 unvested time-based shares and PSUs excluded until earned; EVPs must hold 2x salary and CFOs 3x salary, with hedging/pledging prohibited—reducing misalignment risk and limiting leverage-induced selling pressure.
- Execution risk and performance baseline: TSR decayed from $162 to $37 (2021–2024), and Q3 2025 showed revenue contraction and negative adjusted EBITDA despite sequential improvement guidance—placing emphasis on Nordstrom’s finance oversight to stabilize liquidity and margins while PSU hurdles require outperformance versus sector peers.
- Governance signals: Say-on-pay support averaged 94% over five years (88% in 2024), with the committee engaging Meridian and adjusting PSU constructs—suggesting responsiveness to investor feedback but continued scrutiny as targets evolve.
Near-term focus: monitor Form 4 filings for settlement-related transactions around 03/15/2025, 04/14/2025, 09/05/2025, and 12/02/2025 RSA tranches, PSU certification in April 2027, and any CFO compensation adjustments post-appointment (company indicated such adjustments “not determined” at appointment).