Donald Krantz
Proto LabsAbout Donald G. Krantz
Donald G. Krantz, age 70, has served as an independent director of Proto Labs, Inc. since 2017. He is currently an associate at Digi Labs (technology incubator) and serves on the advisory board for Activated Research Company. Krantz is a former Proto Labs executive (EVP & Technology Officer 2015–2016; COO 2007–2015; VP of Development 2005–2007), and previously held senior engineering and technology roles at MTS Systems, Alliant Techsystems, and Honeywell; he was recognized as a Distinguished Alumnus by the University of Minnesota and named a “Titan of Technology” in 2016 . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proto Labs, Inc. | EVP & Technology Officer | Jan 2015 – Jun 2016 | Senior technology leadership; strategy and risk guidance |
| Proto Labs, Inc. | Chief Operating Officer | Jan 2007 – Jan 2015 | Led operations; manufacturing and global execution |
| Proto Labs, Inc. | VP of Development | Nov 2005 – Jan 2007 | Product/engineering leadership |
| MTS Systems, Inc. | Business Unit VP; VP Engineering; CTO | Prior to 2005 (dates not specified) | Precision testing/advanced manufacturing leadership |
| Alliant Techsystems | Engineering Fellow | Prior (dates not specified) | Advanced engineering contribution |
| Honeywell, Inc. | Engineering Fellow | Prior (dates not specified) | Advanced engineering contribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Digi Labs (Wayzata) | Associate | Current | Technology incubation |
| Activated Research Company | Advisory Board Member | Current | Catalysis-based instruments |
Board Governance
- Committee assignments: Compensation & Talent Committee member (Chair: Moonhie Chin); not a committee chair .
- Independence: Board classifies Krantz as independent (all directors except CEO are independent under NYSE rules) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; seven of eight directors attended the 2024 Annual Meeting .
- Tenure: Director since 2017 (8 years at the time of the proxy) .
- Board structure: Independent Chair (Rainer Gawlick) presides over executive sessions of independent directors .
- Compensation & Talent Committee responsibilities include executive pay oversight, non-employee director pay setting, clawback policies, pay equity review, and consultant independence; the committee met seven times in 2024 .
- Interlocks: No compensation committee interlocks; members were not Company employees in the most recent fiscal year .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual director cash retainer | $50,000 | Program terms |
| Compensation & Talent Committee member retainer | $6,000 | Program terms for non-chair members |
| Meeting fees | Generally none | Committee discretion if meetings exceed thresholds |
| 2024 cash fees (actual) | $56,000 | Krantz FY2024 fees earned |
Performance Compensation
| Component | Grant | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual equity award (directors) | 2024 grant | $145,026 grant-date fair value | Vests in full on earlier of first anniversary or next annual meeting | Time-based only; no performance metrics disclosed for director awards |
| RSUs granted (Krantz) | 2024 grant | 4,701 RSUs | As above | Time-based (no performance hurdles for directors) |
Note: Director equity awards are time-vested (RSUs or DSUs at the director’s election); dividends/dividend equivalents are not paid before vesting .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current U.S. public company boards | None disclosed for Krantz |
| Compensation committee interlocks | None |
Expertise & Qualifications
- Operational leadership; global operations and manufacturing expertise .
- Industry experience: Injection molding (IM), CNC machining, 3D printing (3DP), sheet metal .
- Public company leadership; strategy and M&A; technology/IT/cybersecurity; global experience; lean manufacturing .
- Recognitions: University of Minnesota Distinguished Alumnus (2005); “Titan of Technology” (2016) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 20,714 shares | As of March 25, 2025 |
| Ownership % of outstanding | <1% | “*” denotes less than 1% |
| Unvested RSUs included | 4,701 | Vest May 20, 2025 |
| Pledging/Hedging | Prohibited | Insider Trading Policy prohibits pledging/hedging by directors |
| Director ownership guidelines | ≥5× annual retainer | Must achieve within 3 years; all directors (non-significant holders) met guidelines as of 12/31/2024 |
Governance Assessment
- Strengths: Independent status; strong operations/manufacturing and technology background aligned with Proto Labs’ business; active service on the Compensation & Talent Committee overseeing clawbacks, pay equity, and director pay; no related-party transactions since start of 2024; hedging/pledging prohibitions; majority voting and proxy access governance .
- Shareholder feedback: Say-on-pay support was ~87% at 2024 Annual Meeting, indicating generally positive sentiment toward compensation governance .
- Alignment: Director pay mix is balanced (cash + time-based equity); director compensation was reviewed in Sept 2023 and found below market median; committee opted not to change program—suggests restraint in director pay inflation .
Watch items
Former senior executive (COO/EVP) now serving as independent director—while he meets NYSE independence criteria (>3 years since employment), investors may monitor potential management alignment effects given prior executive tenure .
Compensation oversight influence—serves on Compensation & Talent Committee; continued transparency on pay-for-performance and clawback enforcement is a positive but should be monitored in context of broader TSR outcomes .
Related Party Transactions and Policies
- No related party transactions since the beginning of 2024 .
- Clawback policies: Required SEC/NYS E clawback plus broader supplemental policy covering misconduct causing significant financial/reputational harm .
- Insider Trading: Prohibitions on hedging, pledging, short sales, options, and certain pre-arranged transactions for directors/officers .
Compensation Committee Analysis
- Composition: Moonhie Chin (Chair), Archie C. Black, Donald G. Krantz .
- Use of independent consultants: Committee retains and oversees compensation consultants; independence evaluated—no conflicts found .
- Scope: Executive pay programs, director compensation, clawback administration, pay equity and leadership development oversight .
Say‑on‑Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2024 Say‑on‑Pay approval | ~87% “For” votes |
| Management response | Maintained fundamental features of executive compensation program |
Risk Indicators & RED FLAGS
- Legal/SEC: No investigations disclosed in proxy; no related-party transactions .
- Hedging/Pledging: Prohibited—reduces misalignment risk .
- Option repricing: Prohibited without shareholder approval under the LTIP .
- Change‑in‑control terms: Double-trigger acceleration; no excise tax gross-ups under plan; director plan includes annual limits .
RED FLAG: None material disclosed specific to Krantz; primary monitor point is prior executive relationship (independence remains compliant) .
Appendix: 2024 Director Compensation (Krantz)
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $56,000 |
| Stock awards (grant-date fair value) | $145,026 |
| Total | $201,026 |
All information above is sourced from Proto Labs, Inc. 2025 definitive proxy statement (DEF 14A) as cited.