Rainer Gawlick
Proto LabsAbout Rainer Gawlick
Independent Board Chair of Proto Labs (since May 2023) and director since 2008; age 57 in the 2025 proxy. He is independent under NYSE rules, serves on the Audit Committee, and presides over independent director executive sessions as Chair. Background includes senior go-to-market and product roles in software and cybersecurity, with extensive European business experience; referred to as “Dr. Gawlick” in company disclosures. Other current U.S. public company directorship: Progress Software (audit and strategy committees) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perfecto Mobile, Ltd. | President | Jul 2015 – Oct 2016 | Led mobile testing business |
| IntraLinks, Inc. | EVP, Global Sales | (dates not specified) | Global sales leadership |
| Sophos Ltd. | Chief Marketing Officer | Aug 2008 – Apr 2012 | Cybersecurity; product/marketing leadership |
| SolidWorks Corp. | VP, Worldwide Marketing & Strategy | Apr 2005 – Aug 2008 | CAD software; strategy and marketing |
| McKinsey & Company | Consultant | (not specified) | Strategy advisor |
External Roles
| Organization | Type | Role | Committees |
|---|---|---|---|
| Progress Software Corporation | Public | Director | Audit; Strategy |
| ChyronHego; Sectigo; Cloudsense; Oktopost; PhotoShelter | Private | Director | (not disclosed) |
Board Governance
- Leadership: Separate Chair and CEO; Gawlick sets agendas, presides over all board meetings and independent director sessions, and leads the CEO’s annual performance review with input from independent directors .
- Independence: All directors other than the CEO are independent under NYSE rules; Gawlick is independent .
- Attendance/Engagement: Board held 4 in‑person and 8 videoconference meetings in 2024; every director attended at least 75% of board and committee meetings; 4 meetings included executive sessions chaired by Gawlick or acting chair .
- Committees (2024 meeting counts): Audit (7), Compensation & Talent (7), Nominating & Governance (4). Gawlick serves on the Audit Committee (member; chair is Sven Wehrwein) .
| Governance Detail | Value |
|---|---|
| Board meetings (2024) | 12 total (4 in person; 8 via videoconference) |
| Exec sessions of independents (2024) | 4 sessions; chaired by Gawlick/acting chair |
| Audit Committee membership | Member (Chair: Sven A. Wehrwein) |
| Compensation & Talent Committee | Not a member |
| Nominating & Governance Committee | Not a member |
| Independence status | Independent (NYSE 303A.02) |
Fixed Compensation
- Program structure for non‑employee directors (2024): $50,000 annual cash retainer; Chair add’l $80,000; committee chair retainers: Audit $20,000, Comp & Talent $15,000, N&G $10,000; committee member retainers: Audit $8,000, Comp & Talent $6,000, N&G $4,000; generally no meeting fees unless thresholds exceeded .
- Ownership guidelines: Non‑employee directors must hold 5x annual retainer within 3 years; as of Dec 31, 2024 all non‑significant shareholder directors met guidelines .
| Director Cash Pay Elements (Rates) | Amount |
|---|---|
| Annual board retainer | $50,000 |
| Additional retainer – Board Chair | $80,000 |
| Committee chair retainers | Audit $20,000; Comp & Talent $15,000; N&G $10,000 |
| Committee member retainers | Audit $8,000; Comp & Talent $6,000; N&G $4,000 |
| Gawlick – Cash vs Equity Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 113,444 | 138,000 |
| Stock Awards ($) | 145,000 | 145,026 |
| Total ($) | 258,444 | 283,026 |
Notes:
- 2024 cash reflects Board Chair retainer + base + Audit Committee member retainer (matches fee schedule) .
- Gawlick’s equity portion (~$145k) is consistent year-over-year; mix shifts modestly toward cash in 2024 due to full-year Chair retainer .
Performance Compensation
- Annual equity: ~$145,000 grant date fair value in RSUs or DSUs (director election); vests in full on the earlier of the first anniversary of grant or next annual shareholder meeting .
- No performance-vesting metrics disclosed for director equity; time-based vesting only .
- Clawback: All awards subject to company clawback/recoupment policies; plan prohibits option/SAR repricing without shareholder approval and includes minimum 1‑year vesting for time-based awards .
| Equity Award Details | 2024 |
|---|---|
| Annual equity grant fair value | $145,026 |
| Vesting terms | Time-based; earlier of 1 year or next annual meeting |
| Performance metrics linked to director equity | None disclosed |
| Clawback applicability | Awards subject to clawback policies |
| Option/SAR repricing | Prohibited without shareholder approval |
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Potential Interlock/Conflict Relevance |
|---|---|---|---|---|
| Progress Software Corporation | Public | Director | Audit; Strategy | Distinct industry (enterprise software); no related-party transactions at PRLB since start of 2024 |
| ChyronHego; Sectigo; Cloudsense; Oktopost; PhotoShelter | Private | Director | Not disclosed | Software/media/security; distinct from PRLB’s manufacturing services |
Expertise & Qualifications
- Sales, marketing, and product-management leadership in technology and cybersecurity; global go-to-market expertise and European business experience considered relevant to PRLB’s growth initiatives .
- Board leadership strength and independent oversight as Chair (agenda setting, CEO evaluation; executive sessions) .
Equity Ownership
| Ownership Snapshot (as of Mar 25, 2025) | Shares/Units |
|---|---|
| Total beneficial ownership | 39,838 (<1% of outstanding) |
| Options exercisable within 60 days | 1,609 |
| Unvested DSUs (vest May 20, 2025; settle after board service) | 4,701 |
| Shares outstanding (basis for % calc) | 23,770,640 |
| Hedging/Pledging policy | Prohibited for directors (short sales, options, hedges, pledging/margin) |
| Director ownership guidelines | 5x annual retainer; all directors in compliance as of 12/31/24 |
| Outstanding Equity Awards at FY-end (Dec 31, 2024) | Options | Unvested DSUs | Unvested RSUs |
|---|---|---|---|
| Rainer Gawlick | 1,609 | 4,701 | — |
Historical reference:
- At Dec 31, 2023: options 3,340; DSUs 4,513; RSUs — .
Policy Safeguards and Related-Party Review
- Related party transactions: None since the beginning of 2024; Audit Committee pre-approval required for any future related person transactions .
- Clawback policies: SEC/NYSE Rule 10D‑1 compliant policy plus broader supplemental policy covering vice president+ roles; recovery in case of restatement or certain misconduct causing significant harm .
- Equity plan safeguards: no evergreen; no liberal share recycling; minimum 1‑year vesting; no automatic CIC acceleration; no dividends on unearned awards; annual limits on director compensation; no excise tax gross‑ups .
Governance Assessment
- Board effectiveness/engagement: Strong independent leadership with separate Chair/CEO, regular executive sessions chaired by Gawlick, and active committee cadence (Audit met 7x). Attendance thresholds were met by all directors, supporting active oversight .
- Alignment and incentives: Director pay balanced between cash and time-based equity (~$145k annually), with robust ownership guidelines (5x retainer) and confirmed compliance, plus prohibitions on hedging/pledging that strengthen alignment and reduce risk .
- Conflicts and interlocks: One other public board (Progress Software) with audit/strategy roles; distinct industry and explicit disclosure of no related‑party transactions at PRLB since 2024 mitigate conflict concerns .
- Risk controls: Comprehensive clawback framework and equity plan features (no repricing, minimum vesting) are shareholder-friendly and reduce governance risk .
- Shareholder sentiment context: 2024 Say‑on‑Pay support of ~87% indicates broad investor approval of compensation governance, indirectly supportive of overall board stewardship under Gawlick’s chairmanship .
RED FLAGS: None disclosed specific to Gawlick. No hedging/pledging allowed; no related party transactions; no option repricing without shareholder approval .
Citations