Sven Wehrwein
Proto LabsAbout Sven A. Wehrwein
Sven A. Wehrwein (age 74) is an independent director of Proto Labs, Inc. (Protolabs) and has served on the board since June 2011; he currently chairs the Audit Committee and sits on the Nominating & Governance Committee . He previously served as Protolabs’ Board Chair from May 2017 to May 2020 and is designated by the board as an “audit committee financial expert” under SEC rules, reflecting 40+ years in accounting and finance as a CPA (inactive), investment banker, CFO, and recurring audit chair across multiple public companies . He has been an independent financial consultant to emerging companies since 1999, and currently serves on the boards of SPS Commerce, Inc. and AtriCure, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proto Labs, Inc. | Board Chair | May 2017 – May 2020 | Led board, coordinated with management; audit/oversight experience carried into post-chair roles . |
| Independent Financial Consulting (Emerging Companies) | Independent Financial Consultant | 1999 – present | Provides finance and strategy advisory; leverages CPA, CFO, and investment banking background . |
| Compellent Technologies; Cogentix Medical; Image Sensing Systems; Synovis Life Technologies; Vital Images; Zamba | Independent Director; typically Audit Chair | Prior service (dates not specified) | Served as audit committee chair at each, underscoring deep audit oversight expertise . |
External Roles
| Company | Role | Committees/Notes |
|---|---|---|
| SPS Commerce, Inc. | Independent Director | Current public company board; supply-chain management software . |
| AtriCure, Inc. | Independent Director | Current public company board; medical device company . |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under NYSE rules; Wehrwein is independent .
- Financial expert: The board designated Wehrwein as an Audit Committee financial expert under SEC rules .
- Attendance and engagement: In 2024, the board met 4 times in person and 8 times via videoconference; each then-serving director attended at least 75% of board and committee meetings on which they served; the Audit Committee met 7 times, the Nominating & Governance Committee met 4 times .
- Anti-hedging/pledging: Directors are prohibited from pledging, short sales, options, and hedging transactions in company securities .
- Related-party oversight: The company maintains a Related Person Transaction Approval Policy; no related party transactions since the beginning of 2024 were disclosed .
Committee assignments and activity:
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Chair | 7 meetings |
| Nominating & Governance | Member | 4 meetings |
Fixed Compensation
Program structure (non-employee directors):
| Element | Amount/Terms |
|---|---|
| Annual cash retainer (Board) | $50,000 |
| Additional cash retainer – Chairman of the Board | $80,000 (not applicable to Wehrwein) |
| Committee chair retainers | Audit: $20,000; Compensation & Talent: $15,000; Nominating & Governance: $10,000 |
| Committee member retainers | Audit: $8,000; Compensation & Talent: $6,000; Nominating & Governance: $4,000 |
| Meeting fees | Generally none; may be used if meeting counts exceed thresholds |
Wehrwein’s 2024 director cash compensation:
| Component | Amount |
|---|---|
| Board retainer | $50,000 (program rate) |
| Audit Committee Chair retainer | $20,000 (program rate) |
| Nominating & Governance member retainer | $4,000 (program rate) |
| Total fees earned (reported) | $74,000 |
Director stock ownership guideline (non-employee directors): 5x annual board retainer; all directors who are not significant shareholders met the guideline as of 12/31/2024 .
Performance Compensation
Annual equity (non-employee directors):
| Element | Terms |
|---|---|
| Annual equity award | $145,000 grant-date fair value in RSUs or DSUs at director’s election; vests in full on the earlier of 1-year from grant or next annual meeting |
| New director equity award | $145,000 grant and vest on date first elected; plus pro-rata of the most recent annual grant to align cycles |
Wehrwein’s 2024 equity compensation and vesting:
| Item | Detail |
|---|---|
| 2024 Stock Awards (reported value) | $145,026 |
| Outstanding unvested equity at 12/31/2024 | 4,701 DSUs (unvested) |
| Settlement/vesting specifics | 4,701 DSUs vest May 20, 2025 and settle after separation from board service |
Notes: Director equity is time-based; no performance metrics apply to director awards .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| SPS Commerce, Inc. | Director | Current external board; no current disclosed cross-directorship with another PRLB director; former SPS CEO (Archie Black) is a PRLB director, but he left SPS’s board in May 2024 per his bio, minimizing interlock risk . |
| AtriCure, Inc. | Director | Current external board; no interlocks disclosed with PRLB competitors/suppliers/customers in proxy . |
Expertise & Qualifications
- Financial and audit expertise: CPA (inactive), former CFO and investment banker; long-time audit chair experience; designated Audit Committee financial expert .
- Strategic planning and governance: Extensive board leadership including prior PRLB Board Chair; corporate governance expertise noted in board skills matrix .
- Public company leadership: Service across multiple public company boards, with emphasis on audit oversight and financial strategy .
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Total beneficial ownership | 29,965 shares (includes components noted below) |
| % of shares outstanding | ~0.13% (29,965 / 23,770,640 outstanding) |
| Options exercisable within 60 days | 1,609 shares |
| Unvested DSUs | 4,701 DSUs (vest May 20, 2025; settle post-board service) |
| Hedging/pledging | Prohibited for directors by policy |
| Director ownership guideline | 5x annual retainer; directors not significant shareholders in compliance as of 12/31/2024 |
Governance Assessment
-
Strengths:
- Independent director and Audit Chair with SEC “financial expert” designation; Audit Committee met 7 times in 2024, indicating active oversight .
- Strong alignment features: director stock ownership guidelines achieved; prohibition on hedging/pledging; no related-party transactions disclosed since start of 2024 .
- Board engagement: at least 75% attendance for each director; overall board met 12 times (4 in-person, 8 via video) in 2024 .
- Say-on-Pay signal: 2024 say-on-pay approval ~87%, suggesting general shareholder support for compensation governance .
-
Potential watch items (not red flags based on proxy):
- Multi-board commitments: Serves on two other public boards (SPSC and ATRC); monitor time commitments, though no attendance issues were disclosed .
- Interlocks: No problematic related-party transactions or committee interlocks disclosed; former connection to SPS leadership via another PRLB director is not current and not flagged in proxy .
Overall, Sven Wehrwein’s profile reflects strong financial oversight, independence, and alignment policies that support investor confidence, with no conflicts or red flags disclosed in the latest proxy .