Xometry (XMTR) Proxy Filing summary

Executive summary

• Achieved record 2024 results with 18% revenue growth to $546M and 23% marketplace revenue growth, outpacing the manufacturing sector.

• Reached Adjusted EBITDA profitability in Q4 2024 and expanded marketplace gross margin by 270 basis points to 33.5%.

• Active buyers grew 23% to over 68,000 and active suppliers increased 28% to 4,375, spanning 51 countries.

• International revenue rose 48% to $89M, now 18% of total marketplace revenue.

• Strategic priorities include global network expansion, enterprise engagement, AI-driven quoting, international scaling, and supplier services monetization.

Voting matters and shareholder proposals

• Three proposals: elect Class I director (Randolph Altschuler) for a term until 2028, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholders of record as of April 24, 2025, are eligible to vote; Class A shares have one vote each, Class B shares have twenty votes each.

• Stockholder proposals for the 2026 meeting are due by December 30, 2025.

Board of directors and corporate governance

• Board reduced from seven to six members after Deborah Bial’s term ends; staggered three-class structure remains.

• Majority of directors are independent per Nasdaq standards; independent chair structure in place.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board diversity: four of seven directors are women, two are racially/ethnically diverse.

• Code of Business Conduct and Ethics and Corporate Governance Guidelines adopted.