Ranjana Clark
About Ranjana Clark
Ranjana Clark, 64, is an independent Class III director of Xometry (since 2021). She previously led Global Transaction Banking at MUFG and served as Chief Customer and Marketing Officer at PayPal; she holds a B.A. from the University of Delhi and MBAs from IIM Ahmedabad (Marketing) and Duke Fuqua (Finance) . The Board has affirmatively determined her independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitsubishi UFJ Financial Group (MUFG) | Head of Global Transaction Banking; Head of Transaction Banking Americas; Bay Area President | Jul 2013–Mar 2023 | Senior leadership in global payments and transaction banking |
| PayPal | Chief Customer and Marketing Officer | May 2011–Jun 2013 | Led customer and marketing strategy at scale |
| Financial services industry | Various roles across payments, marketing, strategy, business leadership | Prior 25+ years | Deep domain expertise in finance and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| StanCorp Financial Group, Inc. | Director | Since Jul 2014 | Board service (company affiliation per proxy) |
| InvestCloud, Inc. | Director | Since May 2022 | Board service in fintech/software |
| Asia Foundation | President’s Leadership Council | Current | Civic/NGO engagement |
| Stanford University | Fellow, Distinguished Careers Institute | Current | Senior academic fellowship |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; served on Audit Committee until March 2025 .
- Independence: Board affirmed independence for Clark and all standing committee members under Nasdaq/SEC standards .
- Attendance and engagement: Board met nine times in 2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors held four executive sessions in 2024 .
- Board leadership: Independent Chair of the Board (Fabio Rosati); separation of Chair/CEO roles enhances oversight .
- Risk oversight: Audit oversees financial/cyber; Compensation monitors pay-risk; Nominating oversees governance/compliance .
Fixed Compensation
| Component | 2024 Policy | 2025 Policy Update | Clark 2024 Actual |
|---|---|---|---|
| Annual cash retainer | $35,000 | $45,000 | $56,500 cash fees (elected into RSUs) |
| Committee member retainers | Audit $10,000; Comp $7,500; Nominating $4,000; ESG $4,000 | Same | Not broken out; included in total cash |
| Committee chair retainers | Audit $20,000; Comp $15,000; Nominating $8,500; ESG $8,500 (in lieu of member fee) | Same | Compensation Committee Chair |
| Board Chair retainer | $90,000 (independent chair) | $90,000 | N/A (not Chair) |
- Clark elected to receive her cash fees as RSUs: $56,500 converted into 1,748 RSUs on Feb 27, 2024 (20-day average price methodology) .
Performance Compensation
| Equity | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual director RSU (“refresher”) | $175,000 per year | Vests Jan 1 following grant | None (time-based RSUs for directors) |
| Initial director RSU (on appointment) | Board-determined; $350,000 from 2025 onward | Vests in three equal annual installments | None |
| Retainer RSU (cash-to-equity election) | Based on cash comp / 20-day avg price | Vests quarterly (Apr 1 start) | None |
Director compensation is primarily cash plus time-based RSUs; no TSR/financial metric hurdles apply to non-employee director equity per policy .
Other Directorships & Interlocks
| Company | Industry | Potential Interlock/Conflict |
|---|---|---|
| StanCorp Financial Group, Inc. | Insurance/financial services | No related-party dealings with Xometry disclosed |
| InvestCloud, Inc. | Fintech/software | No related-party dealings with Xometry disclosed |
- Related party transactions: Proxy discloses an employment relationship with co-founder Laurence Zuriff; no transactions involving Clark were disclosed .
Expertise & Qualifications
- Financial services, payments, and transaction banking leadership; marketing/customer strategy at PayPal .
- Board-level compensation oversight; experience aligns with technology/marketplace model governance needs .
- Education: B.A. University of Delhi; MBA (Marketing) IIM Ahmedabad; MBA (Finance) Duke Fuqua .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Options | Stock Awards Outstanding |
|---|---|---|---|---|
| Ranjana Clark | 23,589 | <1% (approx. 0.048% of 49,200,221) | None shown | 5,853 stock awards outstanding (as of 12/31/2024) |
- Shares outstanding used for calculation: 49,200,221 Class A; Clark footnote identifies less than 1% beneficial ownership .
- No pledging or hedging: Company policy prohibits hedging/pledging and short selling/margin purchases for directors .
Governance Assessment
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Strengths:
- Independence affirmed; chairs Compensation Committee and participates in Nominating & Governance, enhancing oversight of pay and governance frameworks .
- Converts cash fees to RSUs, increasing ownership alignment and skin-in-the-game .
- Board structure with independent Chair; clear committee charters and risk oversight delineation .
- Say-on-pay support of ~97% in prior year indicates shareholder confidence in compensation governance overseen by the committee .
-
Watch items / RED FLAGS:
- None disclosed specific to Clark: no related-party transactions, pledging/hedging, or attendance shortfalls; all directors met at least 75% meeting attendance in 2024 .
- Committee workload: Served on Audit until March 2025 while chairing Compensation—monitor for overboarding risk; current time commitments appear manageable per attendance disclosure .
-
Compensation structure signals:
- Shift to equity-heavy director compensation with optional cash-to-RSU conversion supports long-term alignment .
- 2025 update increased base director cash retainer to $45,000 and codified $350,000 initial RSU for new directors—market-aligned; continue to monitor for pay inflation versus peer norms .
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Consultant independence:
- Meridian retained since 2021; independence assessed; provides benchmarking for executive and director pay policies (no conflicts identified) .
Overall, Clark’s governance profile supports investor confidence: independent status, high-relevance financial services expertise, leadership of Compensation Committee, and visible equity alignment via RSUs, with no disclosed conflicts or related-party exposures .