Xometry (XMTR) Proxy filing summary

Executive summary

• Achieved $687 million in revenue for 2025, a 26% year-over-year increase, with core marketplace revenue up 30% and significant margin expansion driven by proprietary AI models.

• Adjusted EBITDA reached $18.5 million, with operating expenses growing at a slower rate than revenue, demonstrating strong operating leverage.

• Leadership transition planned: President Sanjeev Singh Sahni to become CEO on July 1, 2026, with current CEO transitioning to Executive Chair.

• Continued focus on enterprise growth, marketplace innovation, and global supplier network expansion, including new auto-quote features and mobile app launches.

Voting matters and shareholder proposals

• Election of three Class II directors (Roy Azevedo, Fabio Rosati, Katharine Weymouth) to serve until 2029.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

• No other matters are currently anticipated for a vote.

Board of directors and corporate governance

• Board expanded from six to seven members effective July 1, 2026, with Sanjeev Singh Sahni joining.

• Majority of directors are independent per Nasdaq standards; board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Board leadership structure to separate Executive Chair and CEO roles, with a lead independent director to reinforce board independence.

• Board and committees oversee risk, compliance, and succession planning; diversity in gender and ethnicity is present among directors.