Michael Kenison
Proto LabsAbout Michael Kenison
Michael R. Kenison is Chief Operations Officer (COO) of Proto Labs (Protolabs) since July 2024, age 53, after leading the Americas business (2021–2024) and serving as Vice President of Manufacturing (2013–2021); prior roles include VP of Manufacturing at Cardiac Science (medical devices). Education not disclosed. Company performance context: in 2024, Protolabs delivered gross margin of 44.6%, non-GAAP EPS $1.63, revenue $500.9M, and cash from operations $77.8M; 2022–2024 cumulative TSR was -19.8% (PSUs capped at 100% of target when TSR is negative) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Proto Labs, Inc. | Chief Operations Officer | Since July 2024 | Leads global operations; previously led Americas P&L and manufacturing |
| Proto Labs, Inc. | Vice President/General Manager – Americas | Jun 2021–Jun 2024 | Led regional go-to-market and fulfillment integration |
| Proto Labs, Inc. | Vice President of Manufacturing | 2013–Jun 2021 | Oversaw manufacturing operations and scaling |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardiac Science, Inc. | Vice President of Manufacturing | Not disclosed (prior to Protolabs) | Manufacturing leadership in medical devices |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $350,200 | $350,200 | $360,706 |
| Base Salary YoY Change | — | 0.0% (vs 2022) | +3.0% (vs 2023) |
Performance Compensation
Annual Incentive Design and 2024 Outcome
| Item | Details |
|---|---|
| Target Bonus (% of Salary) | 60% |
| Performance Metrics | Revenue (75% weight) and Adjusted Operating Income (AOI) margin (25% weight) |
| Kenison Revenue Split | Consolidated 35% / Geographic Unit 65% within revenue factor |
| 2024 Company Targets vs Actual | Consolidated Revenue: Target $551.5M, Actual $497.6M (0% payout); AOI Target 12.0%, Actual 10.4% (0% payout); US Revenue threshold to target payout curve applied; EMEA below threshold |
| Kenison 2024 Actual Payout | $32,068 (15% of target) |
| 2024 Annual Incentive Payout | Target ($) | Actual ($) | Payout (% of Target) |
|---|---|---|---|
| Michael R. Kenison | $216,424 | $32,068 | 15% |
2024 Long-Term Incentive (LTI) Grants
| Instrument | Grant Date | Quantity | Key Terms |
|---|---|---|---|
| RSUs | Feb 13, 2024 | 8,205 | Vest 25% annually starting Feb 13, 2025; double-trigger vesting on CIC + termination; no dividends |
| Stock Options | Feb 13, 2024 | 7,555 | 10-year term, strike $33.52, vest 25% annually starting Feb 13, 2025; double-trigger on CIC + termination |
| PSUs (Target) | Jan 1, 2024–Dec 31, 2026 | 4,103 | Payout 0–200% based on 3-year relative TSR vs Russell 2000 Growth; capped at 100% if absolute TSR negative |
| PSU Pay Scale (Relative TSR) | <25th Pctl | 25th Pctl | 50th Pctl | ≥75th Pctl |
|---|---|---|---|---|
| Payout (% of Target) | 0% | 50% | 100% | 200% |
2022 PSU Results (Performance Period Completed)
| Item | Result |
|---|---|
| 2022–2024 Cumulative TSR | -19.8% (54.4% percentile; capped at 100% payout) |
| Kenison 2022 PSUs Earned | 1,894 shares (vested Feb 13, 2025) |
Vesting Schedules (Selected)
| Award | Vesting Dates and Quantities |
|---|---|
| Kenison RSUs (outstanding as of Dec 31, 2024) | 665 on May 20, 2025; 947 on Feb 13, 2025 and Feb 13, 2026; 2,032 on Feb 13, 2025, 2026, 2027; 2,051 on Feb 13, 2025, 2026, 2027, 2028 |
| Options (general) | 25% annually on Feb 13 for Feb/Mar/Aug/Sep grants; specific 2023 option grant vested fully Feb 13, 2024; expirations as tabled |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael R. Kenison | 35,610 | ~0.15% (35,610 / 23,770,640) | Includes 665 RSUs vesting 5/20/2025 and 18,908 options exercisable within 60 days |
- Stock ownership guidelines: CEO 5× salary; other NEOs 1× salary; retain 100% of net shares until compliant; as of Dec 31, 2024, all NEOs were compliant or within the 5-year window .
- Hedging/pledging: executives and directors prohibited from pledging, hedging, short sales, and options/derivatives; limited exceptions for certain limit orders .
- 10b5-1 plan: Kenison adopted a Rule 10b5-1 plan effective Nov 14, 2025–Jun 12, 2026 to sell up to 10,681 shares (options exercises) and up to 7,500 RSUs (vested) .
Outstanding Equity Detail (12/31/2024)
| Category | Quantity | Market/Value |
|---|---|---|
| RSUs Unvested | 16,860 | $659,057 (at $39.09 close) |
| Options – Unexercisable | 7,555 (2024 grant) | N/A; vesting over 4 years |
| Options – Various Exercisable | Multiple legacy grants; 18,908 exercisable within 60 days (per ownership footnote) | Option exercise prices listed by grant |
| PSUs Outstanding (2023 cycle) | 4,064 target | Payout depends on 2023–2025 TSR |
| PSUs Outstanding (2024 cycle) | 4,103 target | Payout depends on 2024–2026 TSR |
Option/Share Activity and Value Realized (2024)
| Metric | 2024 |
|---|---|
| Options Exercised | None |
| Shares Acquired on Vesting | 5,966 |
| Value Realized on Vesting | $219,910 |
Employment Terms
Severance and Change-in-Control (CIC)
- Form agreements for NEOs (other than CEO) provide, upon termination without cause or for good reason: 12 months base salary paid in installments; pro rata annual cash incentive; 12 months COBRA; and pro rata vesting of next-anniversary unvested equity; CIC/transition period adds immediate vesting of all unvested equity and target annual incentive; “in anticipation of CIC” within 90 days adds target annual incentive and value of forfeited unvested equity; 280G cutback applies; equity acceleration uses double-trigger structure .
Kenison – Potential Payments (Assuming Termination on Dec 31, 2024)
| Scenario | Base Salary Payment | Incentive Payment | Benefits Continuation | Accelerated Option Vesting | Accelerated RSU Vesting | Accelerated PSU Vesting |
|---|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (Not during transition) | $360,706 | $222,424 | $13,428 | $20,642 | $222,627 | — |
| CIC or During Transition Period (w/o Cause or Good Reason) | $360,706 | $222,424 | $13,428 | $72,447 | $659,057 | — |
| Anticipation of CIC (within 90 days prior) | $360,706 | $222,424 | $13,428 | $72,447 | $659,057 | — |
| Death | — | — | — | $72,447 | $659,057 | $159,370 |
| Disability | — | — | — | $72,447 | $659,057 | — |
| CIC Without Termination | — | — | — | — | — | $159,370 |
Compensation Structure Analysis
- Mix and risk: Kenison’s compensation is materially at-risk via annual incentive and LTI (options, RSUs, PSUs); no pension or executive retirement plan; no tax gross-ups; clawback policies include SEC-compliant Rule 10D-1 and broader supplemental recovery for misconduct causing material harm .
- Annual incentive rigor: 2024 consolidated revenue and AOI missed thresholds (0% payout), but US revenue achieved threshold-level payment; Kenison received 15% of target due to regional objective attainment .
- LTI design alignment: 3-year relative TSR PSUs ensure pay-for-performance vs Russell 2000 Growth; negative TSR cap limits windfall in down markets (e.g., 2022 PSU paid at 100% despite -19.8% cumulative TSR due to cap) .
- Governance/peer benchmarking: Independent Compensation & Talent Committee; Pearl Meyer advises on peer group; 2024/2025 peer group includes DDD, ALNT, BMI, CRNC, CTS, EPAC, ESE, FARO, HLIO, LNN, RMNI, SMTC, SPSC, VICR, VPG; say‑on‑pay approval ~87% in 2024 .
Equity Ownership & Alignment Detail
| Policy/Status | Detail |
|---|---|
| Ownership Guidelines | 1× salary for NEOs; hold 100% of net shares until compliant; all NEOs compliant or within 5-year window as of 12/31/2024 |
| Hedging/Pledging | Prohibited (margin purchases, pledging, shorts, derivatives/hedges) |
| Related Party Transactions | None since beginning of 2024 |
| 10b5-1 Selling Plan | Kenison: up to 10,681 shares (options-related) and up to 7,500 RSUs; effective Nov 14, 2025–Jun 12, 2026 |
Investment Implications
- Alignment: Significant unvested RSUs (16,860) and PSUs (two active cycles) plus options create multi-year alignment; ownership guidelines and anti-hedging/pledging strengthen skin-in-the-game .
- Near-term selling overhang: Rule 10b5‑1 plan authorizes up to 18,181 shares through June 2026 (option exercises + RSUs), indicating predictable selling cadence that could add modest supply pressure during plan execution windows .
- Pay-for-performance: Annual cash incentive tightly tied to revenue/AOI; missed consolidated targets in 2024 constrained payouts; relative TSR PSUs and negative-TSR cap mitigate windfalls, but 2022 cycle still paid 100% at negative TSR, reflecting policy cap rather than under-target payout—monitor future TSR cycles for tighter alignment .
- Retention/CIC: Double-trigger equity acceleration and 12-month cash severance terms are standard mid-cap industrial/tech practice; quantified CIC benefits (e.g., RSU acceleration $659k) suggest meaningful retention value yet not excessive; no tax gross-ups reduces governance risk .
- Governance backdrop: 87% say‑on‑pay support and independent committee/consultant are positives; continued transformation focus (Network growth, margins, cash generation) informs performance metrics underpinning incentives .
Key watch items: execution of operations transformation under Kenison’s COO tenure, revenue/AOI attainment vs budget, TSR relative to Russell 2000 Growth affecting PSU outcomes, and scheduled 10b5‑1 sales.