Vasant Padmanabhan
3D SYSTEMSAbout Vasant Padmanabhan
Independent director of 3D Systems (DDD); age 58; director since 2020 (5 years of service). He is President, Global Ear, Nose & Throat Business Unit; President, Global Research & Development; and Executive Committee member at Smith+Nephew (since Aug 2016). Prior roles include Senior Vice President at Thoratec (June 2014–Oct 2015) and 18 years at Medtronic in product development and connected care leadership. The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith+Nephew | President, Global ENT BU; President Global R&D; Executive Committee member | Aug 2016–present | Senior operating and R&D leadership for global medical devices; Executive Committee governance |
| Thoratec (acquired by St. Jude Medical) | Senior Vice President | June 2014–Oct 2015 | Senior leadership through acquisition integration |
| Medtronic plc | Vice President Product Development (Implantable Defibrillator); Vice President Connected Care R&D & Operations | 18 years (dates not individually disclosed) | Led product development and connected care programs in cardiac rhythm management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith+Nephew | Executive Committee member | Aug 2016–present | Top-level governance and strategic oversight |
| Trice Medical | Board role (other directorship) | Not disclosed | Private company board involvement; specific committees not disclosed |
| Public company boards | None | N/A | No current public directorships |
Board Governance
- Committee assignments: Member, Compliance, Corporate Governance & Sustainability (CCGS); Member, Technology Applications; Member, Compliance Committee until dissolved Oct 1, 2024.
- Committee meeting cadence: Audit (8), Compensation (6), CCGS (4), Compliance (2 through Oct 1, 2024), Technology Applications (3).
- Independence: Board determined Padmanabhan has no material relationship with the Company; he is independent under NYSE rules.
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the 2024 annual meeting.
- Board leadership and executive sessions: Independent Chair (Charles G. McClure); non-management executive sessions held at least quarterly.
- Years on the Board: 5; Age: 58 (as of proxy publication).
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $72,500 | Cash retainer plus committee membership fees per policy (see schedule below) |
| Stock awards (aggregate grant date fair value) | $135,000 | Immediately vested; annual director equity grant (63,084 shares granted Aug 30, 2024 at $2.14) |
| Total (cash + equity) | $207,500 | No “all other compensation” disclosed for Padmanabhan |
Director fee schedule (effective Oct 1, 2024): Board member retainer $50,000; 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 Chair/$5,000 member); Technology Applications Chair $30,000 / member $15,000 (member increased from $10,000).
Equity grant policy: Annual immediately vested stock equal to $150,000 upon re-election; one-time 10% reduction approved May 14, 2024, resulting in $135,000 for 2024.
Performance Compensation
| Metric | Applied to Director Pay? | Details |
|---|---|---|
| Performance-based metrics (e.g., TSR, revenue/EBITDA goals) | None | Non-employee director equity awards are immediately vested stock; no PSUs/options or performance criteria apply to directors |
Note: Performance metrics and PSUs described in the proxy pertain to executive officers, not director compensation.
Other Directorships & Interlocks
- Current public company boards: None.
- External executive role interlock: Padmanabhan is an executive officer of Smith+Nephew, a customer that purchased software and on-demand services from 3D Systems in 2021–2024; each year’s transactions had aggregate value < $1 million, negotiated at arm’s length; Board determined he had no direct or indirect material interest and maintained independence.
- Other directorships: Trice Medical (non-public).
Expertise & Qualifications
- Specialized expertise: Healthcare industry, new product development, and business development; extensive R&D leadership and product development background.
- Skills matrix: Industry & applications; product development; emerging technologies; senior leadership experience.
- Education credentials: Not specifically disclosed in proxy beyond “Dr.” honorific.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 118,115 shares | Less than 1% of shares outstanding |
| Ownership % | <1% | As indicated by “*” in proxy table |
| Vested vs. unvested | Director equity grants are fully vested when issued | Non-employee director annual grants are immediately vested stock; directors must hold shares per guidelines |
| Shares pledged/hedged | Prohibited by policy; none disclosed | Insider Trading Policy prohibits hedging and pledging for directors and officers |
| Stock ownership guidelines | 5x annual cash retainer | Directors must reach guideline by 2025 or within 5 years of joining; must retain shares until met; all directors comply or are retaining 50% of net shares until compliant |
Governance Assessment
- Board effectiveness: Active role on CCGS (oversees board composition, director independence, ESG oversight, related-person transactions) and Technology Applications (oversees technology strategy, IP, engineering workforce, R&D spend), aligning with his healthcare/R&D expertise.
- Independence and conflicts: Smith+Nephew customer relationship reviewed annually; transactions < $1M/year and arm’s-length; Board concluded no material interest—monitor but not a red flag.
- Engagement: Met attendance threshold; participates in executive sessions framework; committees met regularly (CCGS 4; Technology 3).
- Compensation alignment: Modest cash fees and equity immediately vested; one-time 10% reduction to equity grants in 2024 signals cost discipline. Ownership guideline at 5x retainer strengthens alignment; hedging/pledging prohibited.
- Related-party oversight: As CCGS member (which approves related-person transactions), he sits on the committee that reviews RPTs (e.g., Board-approved $1M documentary investment tied to Director Emeritus Chuck Hull). Quality of process is disclosed; continue monitoring decisions for optics.
- Shareholder signals: Say‑on‑pay passed at 88% in 2024 (5‑year average 94%), slightly down from 96% in 2023—neutral but worth monitoring as broader sentiment on pay practices; independent comp consultant (Meridian) retained, no conflicts.
Watch items (not red flags):
- Ongoing commercial ties with Smith+Nephew (small, arm’s‑length)—monitor for trend or concentration changes.
- CCGS oversight of related‑party film financing—ensure robust documentation and rationale as proceeds structure unfolds.
RED FLAGS: None disclosed for Padmanabhan (no low attendance, pledging/hedging, loans, or delinquent filings).