Business Context and Reporting Period
This Form 8-K Current Report was filed by Xometry, Inc. on February 26, 2024, with the earliest event reported on that date. The filing primarily addresses the announcement of fourth-quarter and full-year 2023 financial results (issued February 29, 2024) and a significant change in executive leadership.
Key Financial Metrics
The filing references a press release containing Q4 and full-year 2023 financial results but does not explicitly state specific values for revenue, profit, cash flow, margins, debt, or liquidity within the text of this 8-K. Investors must refer to the attached Exhibit 99.1 for detailed financial data.
Material Changes
Executive Leadership Transition
- Departure: James Rallo notified the Company of his retirement as Chief Financial Officer (CFO), effective March 1, 2024. He will remain as an employee for up to 60 days to assist with the transition.
- Appointment: James Miln has been appointed as the new Chief Financial Officer, principal financial officer, and principal accounting officer, effective March 1, 2024.
- Background: Mr. Miln previously served as Senior Vice President, Finance and Investor Relations at Yelp Inc. (2021–2024) and held various finance and investor relations roles at eBay Inc. and Yahoo Inc.
Compensation and Employment Terms
Mr. Miln's employment agreement, dated December 14, 2023, outlines the following compensation structure:
- Base Salary: $425,000 annually.
- Sign-on Bonus: One-time payment of $125,000.
- Annual Bonus: Discretionary target of 65% of base salary.
- Equity Awards:
- Initial RSU Award: Aggregate value of $1,750,000, vesting over three years (60% at year one, 30% at year two, 10% at year three).
- Refresh Award: Aggregate value of $1,750,000 in RSUs and/or performance stock units, with terms consistent with annual executive grants.
- Severance Provisions:
- Standard Termination (Without Cause/Good Reason): 12 months of base salary, prorated bonus, and up to 12 months of COBRA premiums.
- Change in Control Termination: Includes the above benefits plus 100% of the target annual bonus and immediate full vesting of all outstanding time-based and performance-based equity awards.
Outlook, Risks, and Contingencies
The filing does not provide specific forward-looking guidance, risk factors, or contingencies beyond the standard disclosure that the press releases are furnished and not deemed "filed" for liability purposes under Section 18 of the Exchange Act. The primary operational risk highlighted is the transition of the CFO role, which the Company is managing through a 60-day overlap period.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific Q4 and full-year 2023 revenue, profit, and cash flow figures referenced but not detailed in this text.
- Verify the exact grant date and share count for Mr. Miln's equity awards once the 20-trading-day average share price is calculated.
- Monitor the upcoming Form 10-Q for the quarter ending March 31, 2024, for the full text of Mr. Miln's Employment Agreement.
- Confirm the status of the transition period and any interim financial reporting impacts resulting from the CFO change.