Sujeet Chand
Proto LabsAbout Sujeet Chand
Dr. Sujeet Chand (age 67) is an independent director of Proto Labs, Inc. (PRLB) and has served on the board since 2017; he currently chairs the Nominating & Governance Committee. He previously served as Senior Vice President and Chief Technology Officer at Rockwell Automation from 2005 until his retirement in 2021, and holds a Ph.D. in electrical and computer engineering and an M.S. in electrical engineering from the University of Florida. His board skills span technology/IT/cybersecurity, operations, industry manufacturing, and strategy/M&A; the board identifies him as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation, Inc. | Senior Vice President & Chief Technology Officer | 2005–2021 | Led technology strategy; deep manufacturing/industrial tech expertise relevant to PRLB’s digital manufacturing model |
| Rockwell Automation, Inc. | Prior leadership roles (various) | Pre‑2005 | Executive interaction with boards; advisory roles across government/industry/academia |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Flowserve Corporation | Director | Public | Current U.S. public company directorship |
| Veeco Instruments, Inc. | Director | Public | Current U.S. public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE Section 303A.02; all directors other than the CEO are independent |
| Board leadership | Separate Chair (Rainer Gawlick) and CEO; independent director executive sessions at each meeting |
| Committees (2024 composition) | Nominating & Governance: Chand (Chair), Black, Wehrwein; Audit: Wehrwein (Chair), Gawlick, Greiner; Compensation & Talent: Chin (Chair), Black, Krantz |
| Committee activity (2024) | Audit met 7x; Compensation & Talent met 7x; Nominating & Governance met 4x |
| Board meetings (2024) | 4 in‑person, 8 via videoconference; all then‑serving directors attended at least 75% of board and committee meetings |
| Anti‑hedging/pledging | Directors prohibited from short sales, hedging, pledging, margin purchases, and automatic limit/standing orders (limited exceptions) |
| Proxy access | 3%/3‑year, up to 2 nominees or 25% of board (whichever greater), group up to 20 shareholders |
| Related‑party transactions | None since the beginning of 2024 under the company’s related person policy |
| Say‑on‑Pay outcome | 2024 say‑on‑pay approval ~87% of votes cast |
Fixed Compensation
| Component | PRLB Director Program Terms | 2024 Amounts – Sujeet Chand |
|---|---|---|
| Annual cash retainer | $50,000 | Included in total below |
| Committee chair fees | Audit: $20,000; Comp & Talent: $15,000; Nominating & Governance: $10,000 | N&G Chair: $10,000 (implied; total cash $60,000) |
| Committee member fees | Audit: $8,000; Comp & Talent: $6,000; N&G: $4,000 | — (Chair role noted above) |
| Meeting fees | None generally; may apply if board meetings >8 or any committee meetings >6 | — |
| 2024 cash total (Chand) | — | $60,000 |
Notes:
- Non‑employee director stock ownership guideline: ≥5× annual board retainer (i.e., ≥$250,000), to be met within 3 years; all non‑significant‑shareholder directors were in compliance as of 12/31/2024.
Performance Compensation
| Equity Element | Design | 2024 Amounts – Sujeet Chand |
|---|---|---|
| Annual equity grant | $145,000 grant‑date fair value in RSUs or DSUs (director election); vests in full on earlier of 1 year from grant or next annual meeting | $145,026 stock award value; total director comp $205,026 (cash + equity) |
Context on company incentive metrics (executive plan; director equity is time‑based and not performance‑linked):
- Most important performance measures used for 2024 CAP and incentive design: Revenue in Constant Currency; Adjusted Operating Income; 3‑Year Cumulative TSR relative to Russell 2000 Growth Index.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Flowserve Corporation; Veeco Instruments, Inc. |
| Compensation Committee interlocks | None; no interlocking relationships affecting executive compensation determinations |
| Related‑party transactions | None with PRLB since beginning of 2024 |
Expertise & Qualifications
- Deep technical and industry expertise from Rockwell Automation, with direct relevance to industrial/digital manufacturing, technology, and customer needs.
- Skills matrix: Technology/IT/cybersecurity, operations, industry manufacturing (IM, CNC, 3DP, sheet metal), strategy/M&A, finance, global experience; two other public company boards.
- Advanced education: Ph.D. in electrical and computer engineering; M.S. in electrical engineering (University of Florida).
Equity Ownership
| Metric | Figure |
|---|---|
| Total beneficial ownership (3/25/2025) | 20,714 shares; <1% of outstanding |
| Unvested DSUs outstanding (12/31/2024) | 4,701 DSUs (vest May 20, 2025; settlement after board service ends) |
| Pledging/hedging | Prohibited for directors (no pledges; no hedges; no margin) |
| Director ownership guideline | ≥5× annual retainer; all directors (not significant shareholders) met guideline as of 12/31/2024 |
Insider Filings Snapshot (Equity Awards and Vesting)
| Date/As‑Of | Instrument | Quantity | Terms/Notes |
|---|---|---|---|
| 12/31/2024 | DSUs (unvested) | 4,701 | Vest on May 20, 2025; DSUs settle after completion of board service |
Governance Assessment
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Strengths
- Independent director with relevant industrial technology expertise; chairs Nominating & Governance Committee—oversight of director nominations, governance guidelines, committee composition, and succession planning.
- Strong equity alignment via annual DSU/RSU awards; robust anti‑hedging/pledging and ownership guidelines; all directors in compliance as of year‑end 2024.
- Board effectiveness indicators: separate Chair/CEO; active committees; full board and committees met frequently; ≥75% attendance by all then‑serving directors in 2024; regular independent director executive sessions.
- No related‑party transactions and no compensation committee interlocks reported.
- Shareholder alignment: 2024 say‑on‑pay supported by ~87% of votes cast.
-
Watch items
- External time commitments: two additional U.S. public company boards (Flowserve, Veeco). While common at mid‑cap companies, continued monitoring of attendance and committee workload is prudent; attendance thresholds were met in 2024.
-
Red flags
- None evident: no pledging/hedging, no related‑party transactions, no interlocks, and no attendance shortfalls disclosed.