Reji Puthenveetil
3D SYSTEMSAbout Reji Puthenveetil
Executive Vice President, Additive Solutions, and Chief Commercial Officer at 3D Systems. His employment agreement dates to 2020 with initial long‑term equity on October 1, 2020, and it automatically extended for an additional year in October 2024, implying ~5 years of tenure and continued retention focus . In 2024, his role expanded to CCO, and the Compensation Committee raised his salary twice (to $500,000 in January and $525,000 in June), while setting his target annual bonus at 60% of base; no 2024 bonus was paid as revenue and adjusted EBITDA fell below threshold targets . His long-term incentives are split 50/50 between time-based restricted stock and PSUs tied to stock price/relative TSR, including a 2024 PSU program measured vs the Solactive Total 3D Printing Index and a 2025 multi‑tranche price-appreciation PSU; his 2021 PSU grant paid out at 150% based on certified price-hurdle achievement, underscoring market-based alignment . Beneficial ownership totals 359,081 shares (<1% of outstanding), with pledging prohibited and stock ownership guidelines requiring EVPs to maintain 2x salary in stock (NEOs are either compliant or retaining 50% of net shares until compliant) .
Past Roles
Not disclosed in the reviewed filings (latest DEF 14A and recent 8‑Ks) .
External Roles
Not disclosed in the reviewed filings (latest DEF 14A and recent 8‑Ks) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2023 (Year‑end base) | 412,000 | 60% (Other NEOs) | 0 (non‑equity comp shown as “—”) | — |
| 2024 (Year‑end base) | 525,000 | 60% | 0 (below threshold on both metrics) | Raised from 412,000 to 500,000 (Jan 2024) and to 525,000 (Jun 2024) upon CCO appointment/role criticality |
Performance Compensation
2024 Annual Bonus Program (Company-wide pool funding; applies to all NEOs)
| Metric | Threshold | Target | Maximum | Achieved | Weight | Payout Factor |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 446.5 | 496.1 | 545.7 | 440.1 | 50% | 0% |
| Adjusted EBITDA ($mm) | 4.4 | 8.8 | 13.2 | <0.0 | 50% | 0% |
| Total | — | — | — | — | 100% | 0% payout to all NEOs |
Definition: Adjusted EBITDA adds back taxes, net interest/other, stock‑based comp, amortization of intangibles, depreciation, and certain non‑recurring/non‑cash items .
Long‑Term Incentives (structure and design)
- 2024 LTI structure: 50% RSAs (time‑based), 50% PSUs; targets converted using $6.05 average price (20 trading days ending Jan 12, 2024) .
- 2024 PSUs metric: Relative TSR vs Solactive Total 3D Printing Index (3DPRNT); performance period 4/1/2024–3/31/2027; payout 0–200% with examples: 25pp below = 50%, at parity = 100%, 50pp above = 200% .
- 2025 PSUs: Three tranches (33%, 33%, 34%) measured on annualized stock price appreciation vs the 20‑day average through 3/31/2025; 20%/35%/50% annualized appreciation earn 50%/100%/200% of target; tranches measured through 3/31/2026, 3/31/2027, 3/31/2028; earned shares vest on third anniversary of grant .
- 2021 PSUs: Price‑hurdle TSR (base $13.00); certified in Jan 2024 at 150% payout after >100% increase achieved for 10 consecutive trading days in 2021 .
2024 Grants of Plan‑Based Awards (Reji Puthenveetil)
| Program / Grant | Grant Date | Threshold ($ or #) | Target ($ or #) | Maximum ($ or #) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 2024 Bonus Program | 1/22/2024 | $157,500 | $315,000 | $472,500 | — |
| 2024 LTI RSAs | 9/5/2024 | — | — | — | 193,387 |
| 2024 LTI PSUs | 9/5/2024 | 49,587 sh | 99,173 sh | 198,346 sh | 307,436 |
Vesting: 2024 RSAs vest ratably over three years; 2024 PSUs vest after performance/service over a ~3‑year period (2024 program certified in 2027) .
Equity Ownership & Alignment
Beneficial Ownership (as of record date March 18, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Components / Notes |
|---|---|---|---|
| Reji Puthenveetil | 359,081 | <1% | 215,088 direct + 143,993 time‑based restricted stock; excludes 39,130 PSUs (target) |
- Executive ownership guidelines: EVPs must hold 2x base salary; NEOs either currently comply or are retaining 50% of net shares until compliant; countdown period is five years from appointment/promotion .
- Hedging/pledging: Prohibited; execs must pre‑clear trades .
Outstanding Equity Awards at 12/31/2024 (Reji)
| Grant Date | Instrument | Unvested/Unearned (#) | Vesting Terms | Year‑End Value Basis |
|---|---|---|---|---|
| 3/15/2022 | RS (time‑based) | 13,602 | Vests on 3rd anniversary (3/15/2025) | $3.28 stock price on 12/31/2024 |
| 4/14/2023 | RS (time‑based) | 44,820 | Vests in equal installments on 2nd and 3rd anniversaries (4/14/2025, 4/14/2026) | $3.28 at 12/31/2024 |
| 9/5/2024 | RS (time‑based) | 99,173 | Vests ratably over three years (anniversaries of 9/5/2025–2027) | $3.28 at 12/31/2024 |
| 4/1/2022 | PSUs (target) | 39,130 | 3‑year perf period; settle based on TSR achievement | $3.28 at 12/31/2024 |
| 4/3/2023 | PSUs (target) | 65,661 | 3‑year perf period | $3.28 at 12/31/2024 |
| 9/5/2024 | PSUs (target) | 99,173 | 3‑year perf period (2024 program certified in April 2027) | $3.28 at 12/31/2024 |
2024 vesting activity: 106,514 shares vested for Reji (aggregate value realized $487,864); no options were exercised (the company does not currently grant options) .
Employment Terms
| Term | Summary |
|---|---|
| Agreement & Term | Employment agreement with initial two‑year term; auto‑extends for one‑year periods unless either party gives notice; Puthenveetil’s agreement auto‑extended in Oct 2024 . |
| Base Salary Minimum | Not less than $400,000 under agreement (committee may set higher) . |
| Target Bonus | Not less than 50% of base salary under agreement (2024 program used 60% for EVPs) . |
| Long‑Term Equity | Initial grants in 2020/2021 (time‑based RS + PSUs); ongoing LTI 50% RSAs / 50% PSUs . |
| Severance (No CIC) | If terminated without cause/for good reason: 12 months base salary paid monthly + up to 12 months COBRA premium differential; 2024 modeled value: $600,152 (as of 12/31/2024) . |
| Severance (CIC Double Trigger) | If terminated without cause/constructive discharge within 6 months prior to or 2 years after CIC: 2x (base + target bonus); acceleration of unvested time‑based RS; conversion of outstanding PSUs into immediately accelerated RSAs at target; 18 months COBRA premium differential; 2024 modeled value: $1,943,639 (at $3.28 stock) . |
| Clawback | Amended to comply with SEC/NYSE rules effective Oct 2, 2023; mandates recoupment of excess incentive comp after restatement, regardless of misconduct; no indemnification . |
| Hedging/Pledging | Prohibited for directors/executives; pre‑clearance required . |
| Perquisites | Eligible for executive physical (capped at $5,000); commuting/rent reimbursements permissible; in 2024 Reji received 401(k) match $4,200; rent/relocation $19,708; tax gross‑up $9,694; executive physical $3,975 (total $37,577) . |
Modeled severance values are based on the closing price of $3.28 on December 31, 2024 .
Investment Implications
- Pay-for-performance discipline: 2024 annual bonus paid 0% for all NEOs as both revenue ($440.1m) and adjusted EBITDA (<$0) fell below thresholds, demonstrating committee willingness to withhold cash when targets are missed .
- Retention and alignment: Significant unvested RSAs and multi‑year PSU cycles (notably 99,173 RSAs and 99,173 PSUs from 2024; plus prior cycles) create meaningful “golden handcuffs,” with near‑term vesting dates in 2025–2027 that can support retention and may add scheduled supply around vest dates .
- Upside leverage to equity performance: 2024 PSUs are tied to relative TSR vs 3DPRNT (0–200% payout), and 2025 PSUs require 20–50% annualized price appreciation for 50–200% payout, aligning realized pay with shareholder returns and emphasizing market-based outcomes .
- Change-of-control economics: Double‑trigger CIC protections (2x cash + equity acceleration/conversion at target) are standard but sizable; modeled at ~$1.94m for Reji as of year‑end 2024, indicating potential equity overhang if a transaction occurs and employment terminates .
- Governance safeguards: Prohibitions on hedging/pledging, updated clawback, and stock ownership guidelines (2x salary for EVPs) mitigate alignment and risk concerns; NEOs are compliant or retaining 50% of net shares until compliant .
These features collectively suggest near‑term insider selling pressure is most likely tied to scheduled vesting and tax-withholding rather than discretionary selling (no options outstanding, hedging/pledging barred), while incentive payout convexity is primarily through PSUs that require improved absolute/relative share performance to monetize .