Suresh Krishna
Proto LabsAbout Suresh Krishna
Suresh Krishna (age 56) is President & CEO of Proto Labs (Protolabs) and a director of the Company effective May 20, 2025 . He previously led Northern Tool + Equipment as CEO (2020–2024) and held senior operations and supply chain roles at Sleep Number and Polaris; he holds a BS in Mechanical Engineering from NIT Tiruchirappalli and an MBA from Northwestern University’s Kellogg School of Management . Under his early tenure, Protolabs delivered record Q3 2025 revenue of $135.4M (+7.8% YoY), EBITDA of $17.4M, and Adjusted EBITDA of $21.1M (15.6% margin) as management highlighted accelerating growth and increased revenue per customer; Q4 2025 revenue guidance was $125–133M . For context pre‑transition, FY2024 results included revenue of $500.9M (-0.6% YoY), gross margin of 44.6% (+50 bps), non‑GAAP EPS of $1.63 (+3% YoY), and $77.8M cash from operations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Northern Tool + Equipment | President & CEO | Apr 2020 – Nov 2024 | Led cultural and growth transformation; customer-centric operational optimization |
| Sleep Number Corporation | SVP and Chief Operations, Supply Chain and Lean Officer | Apr 2016 – Apr 2020 | Drove operations and supply chain excellence |
| Polaris Inc. | VP & BU Head EMEA; VP Global Operations & Integration | 2010 – 2016 | Scaled global operations; led EMEA business unit |
| UTC Fire & Security (division) | Leadership roles | 2007 – 2010 | Operations/leadership roles in security division |
| Earlier career: Diageo, ABB; Booz Allen & Hamilton | Various roles; Associate (Booz Allen) | — | Strategy and operating experience across consumer/industrial sectors |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Proto Labs, Inc. (NYSE: PRLB) | Director | May 20, 2025 – present | Appointed to the Board concurrent with CEO appointment |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $800,000 initial annual base salary |
| Target annual bonus | 100% of base salary; 2025 payout pro‑rated from May 20, 2025 |
| Benefits/expenses | Eligible for executive benefit plans and standard expense reimbursement |
Performance Compensation
2025 Equity Awards and Structure
| Award | Grant date | Amount/Count | Vesting / Performance |
|---|---|---|---|
| RSUs | May 23, 2025 | $600,000 | 25% per year over 4 years starting 1st anniversary of grant |
| Stock options | May 23, 2025 | $600,000 | 25% per year over 4 years; 10‑year term; strike = closing price on grant date |
| PSUs (annual 2025 grant) | May 23, 2025 | $1,200,000 | Same terms as PSUs granted to other executives in Feb 2025 (company historically uses 3‑yr cumulative relative TSR); payout 0–200% of target per plan |
| PSU inducement (set A) | May 23, 2025 | 27,160 PSUs at target | Same performance measures/vesting date as 2025 PSUs for other executives; 0–200% payout |
| PSU inducement (set B) | May 23, 2025 | 27,160 PSUs at target | First subject to revenue goals for 7/1/2025–12/31/2025 and 1/1/2026–6/30/2026, then based on 2025 PSU criteria; 0–200% payout |
Notes:
- Annual cash incentive: CEO eligible for 100% target bonus based on objectives; company historically weights annual plan 75% revenue and 25% adjusted operating income (AOI), with 200% cap, though 2025 CEO metrics are “as determined by the Company” .
- PSU framework: Company’s 2024 PSUs were based on 3‑year cumulative relative TSR vs Russell 2000 Growth Index with 0–200% payout and cap at 100% if absolute TSR is negative; 2025 CEO PSUs mirror 2025 executive PSU terms .
Illustration of Company Performance Context (pre/post transition)
| Metric | FY2024 | Q3 2025 |
|---|---|---|
| Revenue | $500.9M (−0.6% YoY) | $135.4M (+7.8% YoY) |
| Gross margin | 44.6% (+50 bps YoY) | — |
| Non‑GAAP EPS | $1.63 (+3% YoY) | — |
| EBITDA | — | $17.4M |
| Adjusted EBITDA | — | $21.1M (15.6% of revenue) |
| Cash from operations | $77.8M | $29.1M (quarter) |
Equity Ownership & Alignment
- Initial equity mix and counts:
- 2025 RSUs $600,000; Options $600,000; PSUs $1,200,000; plus inducement PSUs: 27,160 target PSUs under 2025 criteria and 27,160 target PSUs with interim revenue goals then 2025 criteria .
- Ownership guidelines:
- CEO must hold shares equal to 5x base salary; executives must retain 100% of after‑tax “net profit shares” from vesting/exercises until compliant .
- Hedging/pledging:
- Executives and directors are prohibited from hedging and pledging Protolabs stock; also no short sales, options, or automated pre‑arranged transactions (with limited exceptions) .
- Clawbacks:
- SEC‑compliant Rule 10D‑1 clawback for erroneous incentive compensation; supplemental clawback permits recovery for misconduct causing significant financial/reputational harm .
Implications for insider selling pressure:
- Four‑year ratable vesting of RSUs/options starting May 23, 2026 creates staggered liquidity; ownership guideline and retention rule constrain net selling until guideline is met; hedging/pledging bans reduce misalignment risk .
Employment Terms
| Topic | Terms |
|---|---|
| Term | 3‑year initial term from May 20, 2025, auto‑renews annually unless either party gives notice 60 days before anniversary |
| Annual bonus | Target = 100% of salary; 2025 pro‑rated from start date |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 1x base salary (paid over 12 months), pro‑rata annual bonus, 12 months COBRA premium share, and pro‑rata vesting of next‑tranche time‑based awards and pro‑rata PSUs after performance period |
| Severance (within 90 days pre‑CIC tied to CIC) | Additional lump sums: +1x base salary and +1x target bonus; +6 months COBRA; cash equal to intrinsic value of forfeited unvested equity (performance awards based on Board determination of performance) |
| Severance (CIC + Qualifying Termination during CIC period) | 2x base salary (over 24 months), 2x target bonus (lump sum), 18 months COBRA premium share, and full acceleration of all unvested equity (performance awards per Board determination of performance) |
| Restrictive covenants | Separate Restrictive Covenants Agreement including non‑disclosure and non‑solicitation, executed at start |
| Tax gross‑ups | No excise tax gross‑ups; best‑net cutback applies |
Board Governance
- Board service: Appointed director May 20, 2025; fills the vacancy created by predecessor CEO’s departure .
- Chair/CEO structure: Protolabs separates Board Chair (Rainer Gawlick) and CEO roles; independent chair conducts CEO performance reviews and sets agendas .
- Committees: No committee assignments disclosed for Krishna; standing committees are Audit (chair: Sven Wehrwein), Compensation & Talent (chair: Moonhie Chin), and Nominating & Governance (chair: Sujeet Chand) .
Dual‑role implications:
- Krishna holds CEO and director roles, but the independent Chair structure and established committee oversight (Compensation, Audit, Nominating/Gov.) mitigate typical CEO‑Chair concentration concerns .
Performance & Track Record
- Company operating performance (early tenure): Record Q3 2025 revenue $135.4M (+7.8% YoY); management emphasized momentum, higher revenue per customer contact, and sustained cash generation .
- Prior leadership achievements: Drove customer-centric growth and operational excellence at Northern Tool; led operations and supply chain at Sleep Number; extensive global operations leadership at Polaris .
Compensation Structure Analysis
- Cash vs equity mix: 2025 package emphasizes at‑risk equity (RSUs, options, PSUs) and includes additional performance‑linked inducement PSUs—indicative of alignment and retention focus .
- Shift toward PSUs: 50% of the 2025 annual equity grant in PSUs; inducement grants are 100% PSUs, including revenue‑linked performance periods—heightening performance sensitivity vs pure time‑vest equity .
- Pay‑for‑performance controls: Company uses double‑trigger CIC equity acceleration; hedging/pledging prohibitions; SEC‑compliant and supplemental clawbacks; ownership guidelines; and say‑on‑pay support of ~87% in 2024 .
Compensation Committee & Peer Group
- Committee membership: Compensation & Talent Committee is independent; chaired by Moonhie Chin; members include Archie Black and Donald Krantz; uses independent consultant Pearl Meyer; no interlocks .
- Peer group/benchmarking: 2024 peer group includes DDD, ALNT, BMI, CRNC, CTS, EPAC, ESE, FARO, HLIO, LNN, RMNI, SMTC, SPSC, VICR, VPG; targeted competitive range around market median; 2024 say‑on‑pay ~87% approval .
Risk Indicators & Red Flags
- Related party transactions: None since beginning of 2024 as defined by policy .
- Hedging/pledging and option repricing: Prohibited without shareholder approval; hedging/pledging banned .
- Clawbacks: Required and supplemental recovery policies in place .
- Governance structure: Separate Chair/CEO, independent committees .
Investment Implications
- Alignment and retention: Significant multi‑year PSU/RSU/options package, ownership guidelines, and no hedging/pledging suggest strong alignment and reduced near‑term selling pressure; staggered vesting supports retention through 2028 .
- Performance sensitivity: Mix of relative TSR PSUs and revenue‑linked inducement PSUs heightens linkage to growth and shareholder returns; annual cash bonus historically tied to revenue and AOI, reinforcing profitability discipline .
- Change‑of‑control economics: Double‑trigger acceleration and 2x salary/bonus multiple during CIC period are market‑standard; 90‑day look‑back protection provides additional downside insurance, but overall structure avoids single‑trigger windfalls .
- Execution risk/opportunity: Early post‑transition results show record quarterly revenue and improved revenue per contact; sustained execution on production expansion and Network growth can unlock operating leverage (as suggested by Q3 Adj. EBITDA margin 15.6%) . Continued performance against PSU revenue/TSR hurdles will be key to incentive realizations .
Sources: PRLB 2025 DEF 14A (governance, compensation framework, policies), PRLB May 21, 2025 8‑K (CEO appointment, employment agreement), May 23, 2025 inducement award press release, and Oct 31, 2025 earnings/10‑Q disclosures. All figures and terms as cited above.
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