Moonhie Chin
Proto LabsAbout Moonhie Chin
Moonhie Chin, age 67, has served as an independent director of Proto Labs, Inc. (PRLB) since 2019 (5 years of service as of the 2025 proxy). She spent 1989–2019 at Autodesk in multiple leadership roles, most recently Senior Vice President of Digital Platform and Experience; prior to Autodesk she worked at General Electric. Education: B.S. Columbia University School of Engineering and Applied Sciences; M.S. in Manufacturing Management, Rensselaer Polytechnic Institute. Current beneficial ownership at PRLB is 16,157 shares, including 4,701 deferred stock units (DSUs) vesting May 20, 2025; ownership is less than 1% of shares outstanding .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk | Senior Vice President, Digital Platform & Experience; other leadership roles | 1989–2019 | Led digital platforms, subscription model transformation, advanced analytics, global support/operations |
| General Electric | Early career roles | Not disclosed | Engineering/operations foundation prior to Autodesk |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| FARO Technologies, Inc. | Director | Since 2021 | Chair: Nominating, Governance & Sustainability; Member: Talent Development & Compensation |
Board Governance
- Committee assignments (PRLB): Chair, Compensation & Talent Committee; members: Archie C. Black, Donald G. Krantz. Audit Committee chaired by Sven A. Wehrwein; Nominating & Governance chaired by Sujeet Chand .
- Independence: Board determined all directors other than the CEO (Robert Bodor) are independent under NYSE rules .
- Attendance and engagement: Board met 4 times in person and 8 via videoconference in 2024; each director attended at least 75% of board and applicable committee meetings; Compensation & Talent Committee met 7 times in 2024 .
- Leadership structure: Separate independent Chair (Rainer Gawlick); executive sessions of independent directors held around meetings .
Fixed Compensation
- Program structure (non-employee directors): Cash retainer $50,000; Chair retainers—Audit $20,000; Compensation & Talent $15,000; Nominating & Governance $10,000; committee member fees—Audit $8,000; Compensation & Talent $6,000; Nominating & Governance $4,000. Annual equity award $145,000 grant-date fair value in RSUs or DSUs (director’s election), vesting on the earlier of 1 year from grant or next annual meeting; new directors receive pro-rata awards. Meeting fees generally none .
| Year | Cash Fees ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| 2021 | 54,000 | 145,000 | 199,000 |
| 2022 | 56,000 | 145,000 | 201,000 |
| 2024 | 65,000 | 145,026 | 210,026 |
- 2024 cash breakdown for Chin: $50,000 base retainer + $15,000 Compensation & Talent Chair fee = $65,000 .
Performance Compensation
- Directors at PRLB do not receive performance-based pay; annual equity is time-based RSUs/DSUs vesting on the earlier of 1-year anniversary or next annual meeting .
| Metric | Applied to Director Pay? | Design Detail |
|---|---|---|
| Revenue/AOI, 3-year TSR (used for executive PSUs) | No | Director equity is time-based RSUs/DSUs; no performance targets for director awards |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Conflict Notes |
|---|---|---|---|
| FARO Technologies, Inc. | Director | Chair: Nominating, Governance & Sustainability; Member: Talent Development & Compensation | No PRLB-related related-party transactions since 2024; no disclosed interlocks affecting PRLB comp decisions |
Expertise & Qualifications
- Governance and technology: Digital platforms, subscription transformation, analytics, global operations, customer support; governance experience including chairing compensation at PRLB and chairing nominating/governance at FARO .
- Education: B.S. Columbia Engineering; M.S. Manufacturing Management, RPI .
- Board skills: Operational, strategy/M&A, technology/IT/cybersecurity, sales/marketing/e-commerce, global experience per PRLB skills matrix .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 16,157; less than 1% of outstanding |
| Unvested DSUs | 4,701 (vest May 20, 2025; settled after board service ends) |
| Options (exercisable/unexercisable) | None for Chin (some directors have legacy options) |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Director ownership guideline | Minimum five times annual board retainer; all non-significant shareholder directors met guidelines as of 12/31/2024 |
Governance Assessment
-
Effectiveness signals:
- Independent director with deep digital transformation and operational expertise; chairs PRLB’s Compensation & Talent Committee (7 meetings in 2024), indicating active oversight of pay and talent .
- Compliant with strict anti-hedging/pledging policy and stock ownership guidelines, supporting alignment with shareholders .
- No related-party transactions since 2024; compensation committee interlocks/conflicts: none noted by PRLB .
- Cross-board roles (FARO) provide broader governance perspective, including chairing nominating/governance; monitor for potential informational interlocks but no transaction conflicts disclosed .
-
Compensation alignment:
- Director pay is conservative relative to peers (committee noted program below market median and maintained structure), with balanced cash ($65k) and time-based equity ($145k) for 2024; no performance pay, typical for directors .
-
RED FLAGS:
- None disclosed: no pledging/hedging, no related-party transactions, no option repricings, no tax gross-ups; double-trigger vesting standards embedded in the plan, and annual non-employee director compensation cap in the LTIP .