Fabio Rosati
About Fabio Rosati
Fabio Rosati, age 60, is an independent director and the Chair of Xometry’s Board, serving as a director since December 2017 and elected independent Chair in December 2023; he holds a B.S. in Finance and Accounting from Georgetown University and brings deep marketplace and technology leadership experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snagajob | Chair of the Board | Nov 2022–Nov 2023 | Led governance and oversight of a marketplace for hourly workers |
| Snagajob | Executive Chairman | Jun 2019–Oct 2022 | Executive leadership and strategic guidance |
| Snagajob | Chairman and acting CEO | Jul 2018–May 2019 | Operational leadership during transition |
| Upwork | CEO | Jan 2014–Apr 2015 | Led global freelancing marketplace |
| Upwork | Director | May 2015–Jul 2017 | Board oversight in technology marketplace |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Smith.ai | Board Member | Current | Board service at an AI-enabled services company |
Board Governance
- Board class and tenure: Class II director with term expiring at the 2026 Annual Meeting; director since 2017; independent Board Chair since Dec 2023 .
- Independence: Affirmatively determined independent under Nasdaq standards; all members of Audit, Compensation, and Nominating Committees meet applicable independence standards .
- Committee assignments: Member, Compensation Committee (served as Chair until Nov 2024); Member, Nominating and Corporate Governance Committee; not a member of Audit .
- Board leadership and engagement: Independent Chair with authority to set agendas and lead sessions of independent directors; Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings; independent directors met in four executive sessions; all directors attended the 2024 Annual Meeting .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Not a member | 5 |
| Compensation | Member; Chair until Nov 2024 | 6 |
| Nominating & Corporate Governance | Member | 3 |
| Engagement Metric | 2024 |
|---|---|
| Board Meetings Held | 9 |
| Director Attendance | ≥75% for each director |
| Independent Director Executive Sessions | 4 |
| Annual Meeting Attendance | All directors attended |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $144,000 |
| Stock Awards (grant-date fair value) | $164,592 |
| Total | $308,592 |
- Policy framework (2024 vs 2025): annual cash retainer $35,000 (2024) rising to $45,000 (2025); additional $90,000 for independent Chair; committee member retainers—Audit $10,000, Compensation $7,500, Nominating $4,000, ESG $4,000; committee chair retainers—Audit $20,000, Compensation $15,000, Nominating $8,500, ESG $8,500; annual RSU refresher grant $175,000 (vests Jan 1 following grant); initial RSU grant for new directors determined by Board (raised to $350,000 for 2025) .
- Cash-to-RSU election: Directors may convert cash compensation to RSUs; Rosati did not elect this in 2024 (no cash-as-RSU entry for him) .
| Policy Element | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual Cash Retainer | $35,000 | $45,000 |
| Independent Chair Additional Cash Retainer | $90,000 | $90,000 |
| Committee Member Retainers (Audit/Comp/Nom/ESG) | $10,000 / $7,500 / $4,000 / $4,000 | $10,000 / $7,500 / $4,000 / $4,000 |
| Committee Chair Retainers (Audit/Comp/Nom/ESG) | $20,000 / $15,000 / $8,500 / $8,500 | $20,000 / $15,000 / $8,500 / $8,500 |
| Annual RSU Refresher Grant Value | $175,000 | $175,000 |
| Initial RSU Grant Value (new directors) | Determined by Board | $350,000 or as determined by Board |
| Refresher RSU Vesting | Vests Jan 1 following grant | Same |
Performance Compensation
- Director equity is time-based RSUs; no performance-based metrics or options are disclosed for non-employee director compensation; Rosati’s 2024 stock award was an RSU grant valued at $164,592 (time-based vesting consistent with policy) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Smith.ai | Board Member | No Xometry-related transactions disclosed |
| Upwork (prior) | CEO; Director | Historical roles; no current related-party transactions disclosed |
| Snagajob (prior) | Chair; Executive Chairman; acting CEO | Historical roles; no current related-party transactions disclosed |
- Related-party transactions: Xometry disclosed related-party employment of co-founder Laurence Zuriff; no related-party transactions involving Rosati were disclosed .
Expertise & Qualifications
- Education: B.S. in Finance and Accounting from Georgetown University .
- Domain expertise: Technology marketplaces and platform leadership (Upwork; Snagajob; Smith.ai), relevant to Xometry’s AI-enabled marketplace and supplier-services ecosystem .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (Class A) | 132,724 |
| Ownership as % of Class A Outstanding | ~0.27% (132,724 / 49,200,221) |
| Options Outstanding | 0 |
| Stock Awards Outstanding (RSUs) at 12/31/2024 | 5,416 |
| Shares Pledged as Collateral | Prohibited under Insider Trading Policy |
- Ownership categorization: Rosati’s beneficial ownership is reported as less than 1% of Class A shares; Xometry had 49,200,221 Class A shares outstanding as of April 15, 2025 .
Governance Assessment
-
Strengths: Independent Chair structure enhances oversight; Rosati’s independence affirmed; active committee service (Compensation and Nominating); Board met 9 times with strong attendance; regular independent director executive sessions (four in 2024) supporting robust governance practices .
-
Compensation alignment: Director pay mix combines cash retainer with annually-issued RSUs, aligning directors with shareholder value; ability to convert cash fees to equity further strengthens alignment (though Rosati did not elect in 2024); no performance-based director metrics reduce incentives for short-term risk-taking .
-
Conflicts and related-party risk: No related-party transactions disclosed for Rosati; hedging and pledging prohibited, mitigating misalignment and risk; indemnification and liability limitations are standard for Delaware corporations .
-
Market-facing signals: Company-wide say-on-pay approval was approximately 97% in 2024, indicating investor support for compensation philosophy; Compensation Committee uses independent consultant Meridian and a defined peer group process, with Rosati serving on (and previously chairing) the committee, signaling structured oversight of pay practices .
-
Red flags: None disclosed specific to Rosati—no pledging, no related-party transactions, no attendance shortfalls; director equity is time-based RSUs with standard vesting, and no option repricing was reported .