Sector: Industrials
XOMETRY INC CLASS A · Meeting: June 16, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Azevedo joined the board in October 2024, which is less than 24 months ago, so he is exempt from the stock performance trigger; his 34-year career at Raytheon Technologies brings deep aerospace and defense industry expertise relevant to Xometry's manufacturing marketplace, no overboarding or attendance concerns are present, and he is classified as independent.
Xometry's 3-year stock return of +240% far outpaces the company-disclosed peer group median of -28.2%, with a gap of +268.2 percentage points well above the 50pp threshold required to trigger a concern for a strongly positive absolute return; Rosati brings long-tenured marketplace and technology board experience and is classified as independent with no overboarding or attendance issues flagged.
Weymouth serves on the boards of Republic Services, Cable One, Sequoia Mutual Fund, and The Graham Holdings Company — four public company board seats — which meets the threshold for an overboarding flag under the policy; however, Xometry's outstanding stock performance (3-year return of +240%, outperforming peers by +268pp) provides strong context, and on balance the overboarding concern is noted but does not override the overall positive governance picture given her extensive executive and public company experience and clean attendance record.
All three Class II nominees — Azevedo, Rosati, and Weymouth — receive a FOR vote. Xometry's stock has dramatically outperformed its disclosed peer group over three years (+268pp above peer median), eliminating any TSR-based concern. Azevedo is exempt from the performance trigger as a recent joiner. Weymouth's four public company board seats trigger an overboarding flag, but given the company's strong performance and her clean attendance record, a FOR vote is maintained with the flag noted for shareholders to consider.
CEO
Randolph Altschuler
Total Comp
$4,869,599
Prior Support
97%%
CEO total compensation of approximately $4.87 million is reasonable for a $2.3 billion market cap technology-enabled industrial marketplace company, and the prior year say-on-pay vote received 97% support indicating strong shareholder alignment. The pay program is well structured — roughly 77% of the CEO's total pay came from variable, at-risk compensation (equity awards plus performance-based cash bonus), well above the 50-60% threshold the policy requires, and both the cash bonus and performance stock awards were tied to measurable revenue and Adjusted EBITDA targets that the company actually achieved above target, consistent with strong stock performance of +240% over three years. The company maintains a clawback policy compliant with Dodd-Frank/Nasdaq requirements and no red flags on pay mix, dilution, or prior-year responsiveness are present.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,498,673
Non-Audit Fees
$207,662
Deloitte & Touche LLP is a Big 4 firm appropriate for a $2.3 billion market cap company. Non-audit fees (tax fees of $205,767 plus other fees of $1,895, totaling approximately $207,662) represent about 13.9% of audit fees of $1,498,673, well below the 50% threshold that would raise independence concerns. Deloitte was only appointed in 2025 (replacing KPMG), so tenure is minimal and no tenure concern applies. No material restatements are disclosed.
The 2026 Xometry annual meeting presents a clean ballot with three standard proposals. All director nominees, the auditor ratification, and the executive compensation program receive FOR votes, supported by Xometry's exceptional stock performance — a 3-year return of +240% that dramatically outpaces its disclosed peer group — a well-structured pay-for-performance program, and an auditor fee structure that raises no independence concerns. The sole flag worth noting is Katharine Weymouth's four public company board seats, which meets the overboarding definition under the policy; shareholders may wish to consider this in their own assessment.
17 companies disclosed in 2026 proxy filing
