Roy Azevedo
About Roy Azevedo
Independent director at Xometry (XMTR) since October 2024; age 64. Over a 34‑year career at Raytheon Technologies, he led major P&L units including Space & Airborne Systems and the Intelligence & Space business; B.S. in Electrical Engineering from Northeastern University. The Board has affirmatively determined he is independent under Nasdaq rules. Serves on the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Technologies | President, Space & Airborne Systems; President, Intelligence & Space; other roles over 34 years | Not disclosed (34 years total) | Led large defense/ISR businesses; deep aerospace/defense operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Mr. Azevedo in XMTR’s 2025 proxy. |
Board Governance
- Board structure and independence: XMTR’s Board has an independent Chair (Fabio Rosati) and a majority of independent directors; Azevedo is independent. Board held 9 meetings in 2024; each director attended at least 75%; independent directors held 4 executive sessions in 2024.
- Classified board: Azevedo is a Class II director with term ending at the 2026 annual meeting.
- Committee assignments (2024 activity and current composition): Audit Committee member (Audit met 5x in 2024; Chair: Emily Rollins, designated financial expert). Compensation met 6x; Nominating & Corporate Governance met 3x.
- Say‑on‑pay signal: 2025 advisory vote approved with 68,132,494 For / 2,035,694 Against / 50,046 Abstain; indicates strong shareholder support for compensation program.
Committee Memberships (current)
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes (Azevedo) | Emily Rollins | 5 |
| Compensation | No | Ranjana Clark | 6 |
| Nominating & Corporate Gov. | No | Katharine Weymouth | 3 |
Fixed Compensation (Director)
| Component | 2024 Amount | Details |
|---|---|---|
| Cash fees (pro‑rated for 2024 service from Oct 15) | $11,250 | Elected to receive cash as RSUs; 618 RSUs issued in lieu of cash |
| Equity (stock awards, grant‑date fair value) | $355,076 | Director stock award(s) in 2024 |
| Total 2024 Director Comp | $366,326 | Sum of cash/RSU in lieu and equity |
Non‑Employee Director Compensation Policy
| Policy Element | 2024 Policy | 2025 Policy |
|---|---|---|
| Annual cash retainer | $35,000 | $45,000 |
| Independent Chair add’l retainer | $90,000 | $90,000 |
| Committee member retainers | Audit $10k; Comp $7.5k; N&CG $4k; ESG $4k | Same |
| Committee chair retainers | Audit $20k; Comp $15k; N&CG $8.5k; ESG $8.5k (in lieu of member retainer) | Same |
| Initial RSU award | Value determined by Board; 3‑year vest | $350,000 (or as otherwise determined); 3‑year vest |
| Annual RSU (“refresher”) | $175,000; vests the following Jan 1 | $175,000; vests the following Jan 1 |
| Option to convert cash to RSUs | Available; quarterly vesting | Available; quarterly vesting |
Implication: Modest increase in 2025 cash retainer improves cash mix; equity remains the larger component (annual $175k RSU), preserving alignment with shareholders.
Performance Compensation
- Director equity is time‑based RSUs; no performance‑conditioned metrics disclosed for directors (no PSUs for directors).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No public company interlocks disclosed for Azevedo. |
Expertise & Qualifications
- Technical/industry: Electrical engineering degree; decades of experience in aerospace/defense, sensors, ISR, and complex systems operations.
- Governance/financial oversight: Audit Committee member; Board deems all committee members able to read/understand financial statements; Audit Chair designated financial expert.
- Independence and governance hygiene: Board confirmed independence for Azevedo; Code of Conduct and governance guidelines in place.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 3,468 shares (<1%) | As of April 15, 2025; “*” denotes <1% in the proxy table |
| Options held | 0 | No options outstanding listed for Azevedo |
| Unvested stock awards outstanding | 19,495 | As of 12/31/2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy | Company policy bans hedging, shorting, options trading, and pledging/margin |
Governance Assessment
- Strengths: Independent Audit Committee member with deep operating and engineering experience; Board structure includes independent Chair; strong 2025 say‑on‑pay support, suggesting investor confidence in compensation governance.
- Alignment: Director comp is equity‑heavy; Azevedo elected to take cash as RSUs in 2024, reinforcing alignment. Hedging/pledging prohibited by policy.
- Independence/attendance: Board confirms Azevedo’s independence; 2024 Board/committees met regularly and directors met the ≥75% attendance threshold.
- Conflicts/related‑party exposure: Proxy discloses process for related‑person transactions; 2024–2025 related‑party disclosure discusses co‑founder employment matters but no related‑party transactions involving Azevedo are disclosed.
- Structural risk flag (company‑level): Dual‑class structure concentrates voting with CEO (e.g., 1,475,311 Class B shares equal to 40.8% total voting power), elevating the importance of independent director oversight; Azevedo’s Audit role contributes to checks and balances.
No red flags specific to Azevedo (e.g., related‑party transactions, hedging/pledging, low attendance) were disclosed in the 2025 proxy.