Randolph Altschuler
About Randolph Altschuler
Randolph “Randy” Altschuler is co‑founder, Chief Executive Officer, and a director of Xometry (XMTR), serving on the board since 2013. He is 54 years old, holds a B.A. from Princeton and an MBA from Harvard Business School, and was a Fulbright Scholar at the University of Vienna; prior to Xometry he co‑founded CloudBlue Technologies (Executive Chairman, 2008–2013) and OfficeTiger (Co‑CEO, 2000–2007) . Under his leadership, Xometry’s 2024 revenue was $545.5M (+18% YoY), with reported net loss of $50.4M; the company-reported total shareholder return (value of $100 initial investment) tracked at $36.88 (2022), $41.09 (2023), and $48.82 (2024), while the company-selected performance measure for pay-versus-performance was revenue .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OfficeTiger, Inc. | Co‑Chief Executive Officer | 2000–2007 | Built and scaled a global BPO company |
| CloudBlue Technologies, Inc. | Co‑Founder and Executive Chairman | 2008–2013 | Led electronics recycling services provider through growth to strategic exit (role span documented) |
| Xometry, Inc. | Co‑Founder, CEO, Director | 2013–Present | Founded and leads AI-enabled manufacturing marketplace; director since May 2013 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No additional public-company directorships disclosed in the proxy |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $461,250 | $475,000 | $475,463 |
| Bonus | — | — | — |
| Stock Awards (RSUs/PSUs grant-date fair value) | $1,656,512 | $311,891 | $2,869,098 |
| Option Awards (grant-date fair value) | $1,656,490 | $334,396 | — |
| Non-Equity Incentive Plan Compensation (Annual Bonus Paid) | — | $261,505 | $482,310 |
| All Other Compensation | $1,158 | $1,271 | $1,150 |
| Total | $3,775,410 | $1,384,063 | $3,828,021 |
Base salary level for 2024 was $475,463 (0% change YoY) . The company targets compensation near the 50th percentile of peers, with actual positioning adjusted for performance, tenure, and scope; Meridian is the independent compensation consultant of the Compensation Committee .
Performance Compensation
Annual cash bonus (2024) and metrics:
| Executive | Target Bonus (% Salary) | Corporate Weight | Corporate Weighted Payout | Individual Weight | Individual Weighted Payout | Total Payout (% of Target) | Bonus Paid |
|---|---|---|---|---|---|---|---|
| Randolph Altschuler | 100% ($475,463) | 80% | 81.44% | 20% | 20% | 101.44% | $482,310 |
2024 corporate bonus metrics were Total Revenue and Adjusted EBITDA .
2024 PSUs (one-year performance period; vesting over 2025–2027):
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement % | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Revenue | 50% | $484.2M | $538.0M | $591.8M | $545.5M | 107.00% | 53.50% |
| Adjusted EBITDA | 50% | $(19.0)M | $(9.0)M | $1.0M | $(9.7)M | 94.54% | 47.27% |
| Total | 100% | — | — | — | — | — | 100.77% |
CEO 2024 equity grants and vesting:
- RSUs: 82,068 granted on 3/14/2024; vest 25% on 1/1/2025, then equal quarterly installments over 3 years, subject to continued service .
- PSUs: Target 82,068 granted on 3/14/2024; earned at 100.77% (actual 82,699) on 2/25/2025; 1/3 vested at certification; remaining 2/3 vest annually on 2/25/2026 and 2/25/2027, subject to continued service .
Equity Ownership & Alignment
Beneficial ownership (as of April 15, 2025):
| Holding | Amount | %/Notes |
|---|---|---|
| Class A shares beneficially owned | 2,786,213 | 5.6% of Class A |
| Class B shares beneficially owned | 1,475,311 | 100.0% of Class B |
| Total voting power (Class A + Class B, as single class) | — | 40.8% |
| Components of Class A beneficial ownership | See breakdown below | — |
Breakdown (footnote detail):
- Direct/indirect Class A: 118,570 direct; 85,582 (2021 Tigers Trust); 324,533 (Matthew 2012 Trust); 324,533 (Noah 2012 Trust); 324,533 (Sasha 2012 Trust); 475,248 (Altschuler Family Trust 2020); 631,270 (spouse) .
- Options exercisable within 60 days: 501,944 Class A shares .
- Class B: 1,475,311 shares held by Mr. Altschuler .
Outstanding and unvested awards at 12/31/2024 (select CEO items):
- Options: exercisable/unexercisable and exercise prices include 73,518 @ $1.65 (exp. 1/29/2028), 205,769 @ $3.65 (exp. 8/7/2029), 139,310 + 2,965 unexercisable @ $12.32 (exp. 3/27/2031), 54,020 + 24,554 unexercisable @ $34.86 (exp. 3/14/2032), 12,866 + 16,541 unexercisable @ $15.82 (exp. 3/14/2033) .
- Unvested RSUs (market value at $42.66 on 12/31/2024): 14,850 (2019–2022 cycles) = $633,501; 11,090 (2023) = $473,099; 82,068 (2024) = $3,501,021 .
- 2024 PSUs eligible to vest: 82,699 (market value $3,527,939 at 12/31/2024) .
Alignment policies:
- Hedging/derivatives/short sales prohibited; purchasing on margin and pledging company stock as loan collateral prohibited (reduces hedging/pledging misalignment risk) .
- Rule 10b5‑1 plans permitted for pre‑planned trading; must comply with the insider trading policy .
Note: No specific executive stock ownership multiple-of-salary guideline was disclosed in the cited sections.
Employment Terms
Severance and change-in-control (CIC) economics (CEO):
- Termination without cause or for good reason (non‑CIC): 12 months base salary; pro‑rated annual bonus for year of termination; up to 12 months employer portion of COBRA premiums .
- Double‑trigger CIC (within 3 months prior to or 12 months post‑CIC): in addition to the above, 100% of target annual bonus; full vesting of outstanding time‑based and performance‑based equity at 100% of target .
Modeled values as of 12/31/2024 (stock at $42.66):
| Scenario | Cash Severance | Equity Acceleration | COBRA Continuation | Total |
|---|---|---|---|---|
| Termination without cause/for good reason | $950,926 | — | $17,868 | $968,794 |
| Same, in connection with CIC (double trigger) | $1,426,389 | $17,867,407 | $17,868 | $19,311,664 |
Clawback: Xometry adopted a Dodd‑Frank/Nasdaq‑compliant Incentive Compensation Recoupment Policy in Oct 2023; SOX 304 clawback requirements also apply to CEO/CFO in case of certain misconduct-related restatements .
Board Governance
- Role: CEO and director; not independent under Nasdaq due to executive role and co‑founder status .
- Board structure: Independent Chair (Fabio Rosati); committees (all independent members) include Audit (Chair: Emily Rollins, “financial expert”), Compensation (Chair: Ranjana Clark), and Nominating & Corporate Governance (Chair: Katharine Weymouth) .
- Meetings/attendance: Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings; independent directors met in 4 executive sessions without management .
- Director pay (non‑employee): 2025 policy includes $45,000 annual retainer; additional retainers for roles (e.g., $90,000 Chair of the Board; $20,000 Audit Chair; $15,000 Compensation Chair; etc.), plus RSU grants ($350,000 initial; $175,000 annual refresher); optional cash-to-RSU election; service-based vesting .
Dual-role implications:
- CEO + Director creates standard independence considerations; mitigated by an independent Chair, fully independent key committees, and regular executive sessions of independent directors .
Compensation Structure Analysis
- Mix and risk: CEO target annual bonus equals 100% of salary; 2024 equity mix skewed to 50% RSUs/50% PSUs with one-year performance period and multi‑year vesting, balancing performance linkage with retention .
- Metrics rigor: 2024 PSU payout at 100.77% reflects revenue outperformance vs. target and Adjusted EBITDA slightly below target; bonus plan also tied to revenue and Adjusted EBITDA with limited positive discretion evidenced by 101.44% payout for CEO .
- Market positioning: Committee targeted ~50th percentile vs. peers, with Meridian advising; compensation varies by performance/tenure/scope .
- Clawback and trading controls: Formal clawback policy and prohibition on hedging/pledging/short sales reduce shareholder‑unfriendly risk-taking and misalignment concerns .
- Trend: Relative to 2023, 2024 total pay increased primarily due to larger equity awards (no 2024 options), maintaining a high at‑risk, equity‑heavy mix .
Equity Ownership & Potential Selling Pressure
- Concentration: 40.8% voting power through Class B concentration implies significant influence and potential entrenchment; however, the independent chair and independent committees provide governance counterbalance .
- Vesting cadence: 2024 RSUs began vesting 1/1/2025 with ongoing quarterly vesting, and 2024 PSUs vest 1/3 at certification (2/25/2025) and annually thereafter through 2027—these dates can create periodic liquidity windows that may coincide with selling under Rule 10b5‑1 plans (subject to policy) .
- Pledging risk: Prohibited—reduces forced‑sale risk from margin calls .
Performance & Track Record
- Company performance snapshots used for pay-versus-performance: TSR values (initial $100) of $36.88 (2022), $41.09 (2023), $48.82 (2024); revenue of $381.1M (2022), $463.4M (2023), $545.5M (2024); net losses of $(79.0)M (2022), $(67.5)M (2023), $(50.4)M (2024) .
Employment Terms (Additional Context)
- Agreements: Executives have employment agreements/offer letters setting initial salary, target bonus, and equity; reviewed annually by the Compensation Committee .
- Non‑compete/non‑solicit specifics not disclosed in cited sections.
Investment Implications
- Pay-for-performance alignment: High at‑risk mix with explicit revenue and Adjusted EBITDA metrics, PSUs earned ~101% of target, and bonus ~101%—aligned with strong 2024 revenue growth but tempered by continued net losses; this suggests a balanced incentive design focusing on top-line scale and improving profitability trajectory .
- Retention risk: Multi‑year RSU/PSU vesting through 2027 plus standard 12‑month cash severance and double‑trigger equity acceleration create strong retention hooks; however, CEO’s substantial legacy option holdings and significant scheduled vesting could lead to periodic Form 4 activity, likely via 10b5‑1 plans (policy‑aligned) rather than opportunistic trading .
- Governance and control: 40.8% voting power and non‑independent CEO/director status raise control and entrenchment considerations; mitigants include an independent Chair, fully independent committees, and regular executive sessions—net effect is strong founder control with reasonable governance structure .
- Shareholder‑friendly safeguards: Clawback adoption and prohibition on hedging/pledging reduce downside governance risk; absence of single‑trigger CIC and use of double‑trigger vesting are positive .
- Key watch items: Progress toward sustainable positive EBITDA; any shifts in bonus/PSU metric difficulty; large scheduled vesting dates (quarterly RSUs; annual PSU tranches) that could correlate with liquidity events; and say‑on‑pay outcomes given increased equity grants in 2024 (Board recommends “FOR”) .