UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

x☒   Filed by the Registrant  

¨☐    Filed by a Party other than the Registrant  

Check the appropriate box:

The ExOne Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 18, 201615, 2019

Dear Stockholder:

You are cordially invited to attend the 20162019 Annual Meeting of Stockholders of The ExOne Company (“ExOne” or the “Company”). The meeting will be held on May 18, 201615, 2019 at 10:00 a.m., Eastern Daylight Time, at ExOne’s principal executive offices, 127 Industry Boulevard, North Huntingdon, Pennsylvania 15642. At the meeting, holders of ExOne’s issued and outstanding common stock (NASDAQ: XONE) will act upon the following matters:

(1) Election of seven (7) nominees to the Board of Directors identified in the accompanying Proxy Statement, each for a term that expires in 2017;2020;

(2) Ratification of the appointment of Schneider Downs & Company,Co., Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2016; and2019;

(3) Approval of an amendment to the Company’s Certificate of Incorporation;

(4) Approval, on anon-binding advisory basis, of the compensation paid to the Company’s named executive officers in 2018, as reported in the accompanying Proxy Statement;

(5) Approval, on anon-binding advisory basis, of the frequency of future advisory votes on the compensation paid to named executive officers; and

(6) Any other matters that properly come before the meeting.

The record date for the Annual Meeting is March 29, 2016.18, 2019. Only stockholders of record at the close of business on that date are entitled to receive notice of, to attend and to vote at, the Annual Meeting and any postponements or adjournments thereof.

This year, weWe are pleased to deliver our proxy materials to stockholders primarily over the Internet. Utilizing Internet delivery allows us to distribute our proxy materials in an environmentally responsible and cost-effective manner. On April 8, 2016,4, 2019, we mailed a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) to certain holders of record as of the record date, and posted our proxy materials on the website referenced in the Internet Notice. The Internet Notice explains how to access the proxy materials and the 20152018 Annual Report, free of charge, through the website described in the Internet Notice. The Internet Notice and website also provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email for this meeting and on an ongoing basis.

If you received your Annual Meeting materials by mail, the Proxy Statement, 20152018 Annual Report, Notice of Annual Meeting and proxy card were enclosed. Your vote is very important, and we appreciate youryou taking the time to vote promptly. The proxy card contains instructions on how to vote by proxy, by telephone or through the Internet, or you may complete, sign and return the proxy card by mail.

It is very important that your shares are represented at the Annual Meeting, whether or not you plan to attend in person. Accordingly, we request and urge you to review the proxy materials and vote your shares in advance of the meeting. If you decide to attend the Annual Meeting, and wish to vote in person, you may do so by revoking your proxy at that time. Also, if you plan to attend the meeting in person and need directions, please contact the office of the Executive Vice President, Chief Legal OfficerGeneral Counsel and Corporate Secretary at(724) 863-9663. To ensure your vote is counted at the Annual Meeting, please vote as promptly as possible.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

STOCKHOLDERSTHE STOCKHOLDER MEETING TO BE HELD ON MAY 18, 2016:15, 2019: OUR 2016 PROXY STATEMENT, 20152018

ANNUAL REPORT AND NOTICE OF ANNUAL MEETING ARE AVAILABLE WITH YOUR 16-DIGIT

16-DIGITCONTROL NUMBER AT

HTTP://WWW.PROXYVOTE.COM.WWW.PROXYVOTE.COM.

PROXY SUMMARY

Meeting Information

How to Vote — Your vote is important

Record Date. You are eligible to vote if you were a stockholder of record at the close of business on Tuesday,Monday, March 29, 2016.18, 2019. To make sure that your shares are represented at the meeting, please cast your vote as soon as possible.

Beneficial Owners. If you hold your shares through a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. Please follow the instructions that you receive to vote your shares.

Registered Owners. If you are a registered holder, please complete and sign the enclosed proxy card and return it to Broadridge by following the instructions on the card. You also may vote your shares by telephone or over the Internet as described on your proxy card.

Online Access to Proxy Materials

The Proxy Statement, 20152018 Annual Report and Notice of Annual Meeting are available with your16-digit control number atHTTP://WWW.PROXYVOTE.COM.

Election of Directors

This year, we are recommending the election of seven (7) nominees to the Board:

Five of the seven nominees are “independent” under the NASDAQ Stock Market (“NASDAQ”) rules.

Compensation Highlights

Corporate Governance Highlights

Our Board is committed to establishing and maintaining corporate governance policies and practices that are appropriate for a company like ExOne. Highlights of our implemented measures include:

Ratification of Independent Registered Accounting Firm

We are recommending the ratification of the appointment of Schneider Downs & Company,Co., Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2016.2019.

Amendment to Certificate of Incorporation

We are recommending the approval of the amendment of the Company’s Certificate of Incorporation to specifically provide for the stockholder removal of directors either with or without cause.

(ii)

Say-on-Pay

We are recommending the approval, on anon-binding advisory basis, of the compensation paid to the Company’s named executive officers in 2018, as reported in this Proxy Statement.

Say-on-Frequency of Pay

We are recommending the approval, on anon-binding advisory basis, of a frequency of every “1 Year” for future advisory votes on the compensation paid to the Company’s named executive officers.

(iii)

TABLE OF CONTENTS

The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

PROXY STATEMENT

FOR THE 20162019 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 18, 201615, 2019 at 10:00 a.m., Eastern Daylight Time

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving these materials?

The Board of Directors (the “Board”) of The ExOne Company (“we,” the “Company,” or “ExOne”) is soliciting your proxy to vote at the 20162019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 18, 201615, 2019 at 10:00 a.m., Eastern Daylight Time, at ExOne’s principal executive offices, 127 Industry Boulevard, North Huntingdon, Pennsylvania 15642.

You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. If you are a registered holder, you may vote by telephone, over the Internet or by completing, signing and returning a proxy card to us at 127 Industry Boulevard, North Huntingdon, Pennsylvania 15642.Broadridge by following the instructions on the card. If you hold your shares through a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. Please follow the instructions that you receive to vote your shares.

We intend to mail to all stockholders of record entitled to vote at the Annual Meeting either the Internet Notice or a full set paper copy of this Proxy Statement, together with our 20152018 Annual Report, the Notice of Annual Meeting and the accompanying proxy card on or about April 8, 2016.4, 2019.

Copies of our 20152018 Annual Report furnished to our stockholders do not contain copies of exhibits to our Annual Report on Form10-K for the year ended December 31, 2015.2018. You can obtain copies of these exhibits electronically at the SEC’s website of the Securities and Exchange Commission (the “SEC”) atwww.sec.gov or by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. TheCopies of the exhibits are also available as part of theForm 10-K for the year ended December 31, 20152018 which is availablecan be accessed on ExOne’s corporate website atwww.exone.com. www.exone.com. Stockholders may also obtain copies of exhibits without charge by contacting our Executive Vice President, Chief Legal OfficerGeneral Counsel and Corporate Secretary at(724) 863-9663.

We will also post this Proxy Statement, our 20152018 Annual Report and the Notice of Annual Meeting on the Internet atHTTP://WWW.PROXYVOTE.COM on or about April 8, 2016,4, 2019, which you may access using your16-digit control number.

Why did I receive an Internet Notice in the mail regarding the Internet availability of proxy materials instead of a full set paper copy of this Proxy Statement, the 20152018 Annual Report and the Notice of Annual Meeting?

We are taking advantage of an SEC rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. This rule allows a company to send some or all of its stockholders the Internet Notice regarding Internet availability of proxy materials.Notice. Instructions on how to access the proxy materials over the Internet or how to request a paper copy of proxy materials may be found in the Internet Notice.

If you would prefer to receive proxy materials (including a proxy card) in printed form by mail or electronically by email, please follow the instructions contained in the Internet Notice.

Why didn’t I receive an Internet Notice in the mail regarding the Internet availability of proxy materials?

The SEC rule that allows us to furnish our proxy materials over the Internet rather than in paper form does not require us to do so for all stockholders. We may choose to send certain stockholders the Internet Notice, while sending other stockholders a full set paper copy of our Proxy Statement, 20152018 Annual Report, Notice of Annual Meeting and proxy card.

Who can vote at the Annual Meeting and when is the Record Date?

Only stockholders of record at the close of business on March 29, 201618, 2019 are entitled to vote at the Annual Meeting. On the record date, there were 16,067,95416,341,278 shares of ExOne common stock (“Common Stock”)Stock outstanding. All holders of these outstanding shares are entitled to one vote for each share of Common Stock held by them as of the close of business on March 29, 201618, 2019 for each matter to be voted on at the Annual Meeting.

How can I access the proxy materials over the Internet?

An electronic copy of this Proxy Statement, the 20152018 Annual Report and the Notice of Annual Meeting are available with your16-digit control number atHTTP://WWW.PROXYVOTE.COM.

What proposals are being considered?

There are twofive matters scheduled for a vote at the Annual Meeting:

How do I vote?

For Proposal No. 1, you may vote“For” “For” or“Against” “Against” each director nominee or you may“Abstain” “Abstain” from voting for any nominee. For Proposal No.Nos. 2, 3 and 4, you may vote“For” or“Against” “Against” theeach proposal, or“Abstain” “Abstain” from voting.voting on such proposal. For Proposal No. 5, you may vote for “1 Year,” “2 Years,” or “3 Years,” or “Abstain” from voting on the proposal.

Stockholder of Record (Shares Registered in Your Name) – — If on March 29, 2016,18, 2019, your shares were registered directly in your name with ExOne’s transfer agent, American Stock Transfer & Trust, LLP, then you are a stockholder of record with respect to those shares.

As a stockholder of record, you may vote by proxy by telephone, over the Internet or by returning a proxy card, or you may vote in person at the Annual Meeting. Regardless of whether you plan to attend the meeting, we

urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person if you have already voted by proxy.

Beneficial Owner (Shares Registered in the Name of a Broker, Bank or Other Nominee) – — If on March 29, 2016,18, 2019, your shares were held in an account at a broker, bank, or other similar organization as your nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting.

As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. Please refer to the voting instructions provided by your broker, bank or other nominee. Many organizations allow beneficial owners to give voting instructions via telephone or the Internet, as well as in writing. You also are invited to attend the Annual Meeting, but you will need to bring a copy of a brokerage statement reflecting stock ownership as of March 29, 2016.18, 2019. Because you are not the stockholder of record, you may not vote your shares in person at the meeting unless you provide a valid proxy (sometimes referred to as a “legal proxy”) from your broker, bank or other nominee.

How many votes do I have?

You have one vote for each share of Common Stock you own as of the close of business on March 29, 201618, 2019 for each matter to be voted on at the Annual Meeting. You may vote on each proposal presented for consideration at the 2016 Annual Meeting. There are no cumulative voting rights with respect to our Common Stock.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted“For” “For” the election of each of the seven (7) nominees for director, and“For” ratification of Schneider Downs & Company,Co., Inc. as our independent registered public accounting firm for the year ending December 31, 2016.2019, “For” the approval of the amendment to the Certificate of Incorporation, and “For” the approval of the compensation paid to the Company’s named executive officers in 2018. With respect to Proposal No. 5, if your card is signed but a choice is not marked, the shares will be voted for the frequency of “1 Year” for future advisory votes on compensation paid to the named executive officers. If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

What do I need to do to attend the Annual Meeting in person?

Space for the Annual Meeting is limited. Therefore, admission will be on a first-come, first-served basis. Registration will open at 9:0045 a.m. Eastern Daylight Time, and the Annual Meeting will begin at 10:00 a.m. Each stockholder should be prepared to present:

Use of cameras, recording devices, computers and other electronic devices, such as smart phones and tablets, are not permitted at the Annual Meeting. Photography and video are prohibited at the Annual Meeting.

Please allow ample time forcheck-in. Please note that large bags and packages are not allowed at the Annual Meeting. Persons may be subject to search.

Who is paying for this proxy solicitation?

ExOne will pay for the entire cost of soliciting proxies. In addition to ExOne mailing these proxy materials, ExOne’s directors and employees also may solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. ExOne may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials (including multiple Internet Notices or multiple copies of this Proxy Statement, Notice of Annual Meeting and proxy card), your shares are registered in more than one name or are registered in different accounts. Please make sure that you vote all of your shares by following the directions on each Internet Notice or proxy card.

Can I change my vote after submitting my proxy?

Yes. You can change your vote at any time before the final vote at the meeting.

If you are a stockholder of record, you may change your vote in any one of the following ways:

If you are a beneficial owner of shares held in street name, you may change your vote in any one of the following ways:

How many votes are needed to approve each proposal?

Proposal No. 1. Directors will be elected by the vote of a majority of the shares cast with respect to the director at the Annual Meeting. This means that the number of votes cast “For” a director’s election must exceed the number of votes cast “Against” that director’s election. Stockholders may not cumulate votes in the election of directors.

Proposal No. 2. Ratification of the appointment of Schneider Downs & Co., Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2019 requires the affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote on this matter.

Proposal No. 3. Approval of the amendment to the Certificate of Incorporation requires the affirmative vote of at least 75% of the voting power of all outstanding shares of capital stock of the Company generally entitled to vote in the election of directors, voting together as a single class.

Proposal No. 4.Advisory approval of the compensation paid to the Company’s named executive officers in 2018 requires the affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote on this matter.

Proposal No. 5. For the advisory approval of the frequency of future advisory votes on the compensation paid to named executive officers, the frequency (1, 2 or 3 years) receiving the most votes will be deemed the preference of the stockholders.

How are votes counted?

We have designated a representative of C. T. Hagberg LLCBroadridge Financial Services as the inspector of elections who will validate the votes.

With respect to Proposal No. 1, the inspector of elections will count“For” “For” votes and“Against” “Against” votes. Abstentions and brokernon-votes will not be counted as having been voted on the proposal, nor will they affect the outcome of Proposal No. 1.this proposal.

With respect to Proposal No. 2, the inspector of elections will count separately“For, “For,” “Against” and“Abstain” “Abstain” votes and brokernon-votes. “Abstain” votes will be counted towards the vote total for the proposal, and will have the same effect as “Against” votes. Because brokernon-votes are not deemed to be votes entitled to be cast on the matter, they will not affect the outcome of this proposal.

With respect to Proposal No. 3, the inspector of elections will count separately “For”, “Against” and “Abstain” votes and brokernon-votes. In accordance with Delaware law, only votes cast “for” a matter constitute affirmative votes. Accordingly, abstentions and brokernon-votes will have the same effect as an “Against” vote on this proposal.

With respect to Proposal No. 4, the inspector of elections will count separately “For”, “Against” and “Abstain” votes and brokernon-votes.“Abstain” votes will be counted towards the vote total for the proposal, and will have the same effect as“Against” “Against” votes. Because brokernon-votes are not deemed to be votes entitled to be cast on the matter, they will not affect the outcome of Proposal No. 2.

See “How many votes are needed to approve each proposal?” for further details regarding the votes needed to approve eachthis proposal.

With respect to Proposal No. 5, the inspector of elections will count separately “1 Year,” “2 Years” and “3 Years” votes. Because the frequency (1 Year, 2 Years or 3 Years) receiving the most votes will be deemed the preference of the stockholders, abstentions and brokernon-votes will not affect the outcome of this proposal.

What is a “brokernon-vote”?

If your shares are held by your broker, bank or other similar organization as your nominee (that is, in “street name”), you will need to follow the voting instructions provided by that organization on how to vote your shares. If you do not provide voting instructions, your shares may constitute “brokernon-votes.” Generally, brokernon-votes occur on a matter when a broker, bank or other nominee is not permitted to vote on that matter, including the election of directors, without instructions from the beneficial owner and instructions are not given.

In tabulating the voting result for any particular proposal, shares that constitute brokernon-votes are not considered entitled to vote on that proposal. Thus, while brokernon-votes will be counted as present for the purpose of determining the presence of a quorum at the meeting, brokernon-votes willnot affect the outcome on Proposals No. 1, 2, 4 and 5. Because Proposal No. 3 requires the affirmative vote of any matter being votedat least 75% of the voting power of all outstanding shares of capital stock of the Company, brokernon-votes will have the same effect as an “Against” vote on atthat proposal.

What are the meeting.

How many votes are needed to approve each proposal?Board’s voting recommendations?

Proposal No. 1. 1: Directors will be elected by the vote“For” election of a majorityeach of the shares cast with respectseven (7) nominees to the director at the Annual Meeting. This means that the number of votes cast“For” a director’s election must exceed the number of votes cast“Against” that director’s election. Stockholders may not cumulate votes in the election of directors. Abstentions and broker non-votes will not be counted as having been voted on the proposal, nor will they affect the outcome of this proposal.Board.

Proposal No. 2. 2: Ratification“For” ratification of the appointment of Schneider Downs & Company,Co., Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2016 requires the affirmative vote of a majority2019.

Proposal No. 3: “For” approval of the shares represented atamendment to the Annual Meeting and entitled to vote on this matter. Abstentions will have the same effect as an“Against” vote. Because broker non-votes are not deemed to be votes entitled to be cast, they will not affect the outcomeCertificate of this proposal.Incorporation.

What areProposal No. 4: “For” the Board’s voting recommendations?non-binding approval of the compensation paid to the Company’s named executive officers in 2018, as reported in this Proxy Statement.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of all outstanding shares entitled to vote is represented by stockholders present at the meeting or represented by proxy. On the record date, there were 16,067,95416,341,278 shares of Common Stock outstanding and entitled to vote. This means that at least 8,033,9788,170,640 shares must be represented by stockholders present at the meeting or represented by proxy to have a quorum. Your shares will be counted towards the quorum if you submit a valid proxy or vote at the meeting.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report onForm 8-K filed with the SEC within four business days following the Annual Meeting. In the event we are unable to obtain the final voting results within four business days, we will file the preliminary voting results in a Current Report onForm 8-K within four business days following the Annual Meeting, and will file an amended Current Report onForm 8-K with the final voting results within four business days after the final voting results are known.

How can stockholders submit a proposal for inclusion in our Proxy Statement for the 20172020 Annual Meeting of Stockholders?

Our 20172020 Annual Meeting of Stockholders will be held on May 17, 201713, 2020 at 10:00 a.m. To be included in our Proxy Statement for the 20162020 Annual Meeting of Stockholders, stockholder proposals must comply with the requirements ofRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be eligible for inclusion, such proposals must be received by ExOne by December 9, 2016,6, 2019, which is at least 120 calendar days before the anniversary date of the release of ExOne’s Proxy Statement to stockholders in connection with the previous year’s annual meeting.

How can stockholders submit nominations of persons for election to the Board or proposals of business to be transacted by the stockholders for the 20172020 Annual Meeting of Stockholders?

A stockholder of record may submit nominations of persons for election to the Board or proposals of business to be transacted by the stockholders only if he or she complies with Article III, Section 13 of our Amended and Restated Bylaws, as amended (the “Bylaws”). This section provides that a stockholder must give advance notice to our Corporate Secretary of any business, including nominations of directors for our Board, that the stockholder wishes to raise at the 20172020 Annual Meeting of Stockholders at our principal executive offices (i) not earlier than 120 days prior to such meeting and (ii) at least 45 days prior to the anniversary date of the

filing of ExOne’s Proxy Statement with the SEC in connection with the previous year’s annual meeting. Therefore, for the 20172020 Annual Meeting, such notice must be received by ExOne no sooner than January 17, 201714, 2020 and no later than February 22, 2017.19, 2020.

With respect to a stockholder’s nomination of a candidate for our Board, the stockholder notice to our Corporate Secretary must contain certain information as set forth in our Bylaws about both the nominee and the stockholder making the nomination. With respect to any other business that the stockholder proposes, the stockholder notice must contain a brief description of such business, the reasons for conducting such business at the meeting, any personal or other direct or indirect material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, and certain other information specified in our Bylaws.

If you wish to bring a stockholder proposal or nominate a candidate for director, you are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

If a stockholder wishes only to recommend a candidate for consideration by the Nominating and Governance Committee as a potential nominee for director, see the procedures discussed in “Corporate Governance — Nominating and Governance Committee.”

What are the implications of being an “emerging growtha “smaller reporting company”?

WeFollowing the SEC’s recent amendment to the definition of “smaller reporting company” in Rule12b-2 of the Exchange Act, which was effective on September 10, 2018, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growtha smaller reporting company and may take advantage of specifiedthe scaled disclosure requirements applicable to smaller reporting companies. Many of the same reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicablepreviously available to public companies.

As an emerging growth company:

We will continue to operate under these provisions through December 31, 2018, or such earlier time that we no longer qualifyus as an emerging growth company. We would ceasecompany are now available to be an emerging growth company if we have more than $1.0 billion in annual revenues, qualifyus as a “large accelerated filer” under the Exchange Act, which requires ussmaller reporting company, in addition to have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of these reduced burdens.others.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

General

This year, the Nominating and Governance Committee has selected seven (7) nominees for election to the Board for consideration at the Annual Meeting; our Board has approved the nominees. All nominees are current members of the Board. Each nominee elected as a director at the Annual Meeting will continue to serve until the 20172020 Annual Meeting of Stockholders, until his or her successor has been elected or qualified, or until his or her earlier death, resignation or removal. Victor Sellier will not stand for re-election at the end of his current director term.

Director Qualifications

Our Nominating and Governance Committee believes each member of our Board and nominee for director possesses the individual qualities necessary to serve on ExOne’s Board, including high personal and professional ethical standards and integrity, honesty and good values. Our directors are highly educated and have diverse backgrounds and extensive track records of success in what we believe are highly relevant positions with large international companies, firms and major private and public institutions. Our incumbent directors have each demonstrated an ability to exercise sound judgment and have exhibited a commitment of service to ExOne and to the Board, and each of our directors and director nominees possesses strong communication skills. In addition, we believe that each director brings the skills, experience and perspective that, when taken as a whole, createscreate a Board that possesses the requirements necessary to oversee ExOne’s business. Each nominee’s particular experience, qualifications, attributes and skills that led the Board to conclude that such nominee should serve as a director for ExOne are set forth below under“Nominees” “Nominees”.

Vote Required

Directors will be elected by the vote of a majority of the shares cast with respect to the director at the Annual Meeting. This means that the number of votes cast“For” “For” a director’s election must exceed the total number of votes cast“Against” “Against” that director’s election. Stockholders may cast their votes for, against, or abstain from voting with respect to each director nominee. Abstentions and brokernon-votes will not be counted as having been voted on the proposal, nor will they affect the outcome of Proposal No. 1.

If a nominee is not elected, the director shall offer to tender his or her resignation to the Board.Board in accordance with the Bylaws. The Nominating and Governance Committee of the Board will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days following the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Board’s decision with respect to that resignation.

The proxy holders intend to vote all proxies received by them“For” “For” the nominees listed below unless otherwise instructed. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who may be designated by the current Board to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director.

The Board Recommends a Vote “FOR” the Election of Each Director Nominee.

Nominees

The following is a description of each nominee (in alphabetical order) for election to the Board:

Name		Age		Experience and Qualification
Lloyd A. Semple		7679		Mr. Semple began serving on our Board on February 5, 2013 and currently serves as our Lead Director. He served as a professor of law at the Detroit Mercy School of Law in Detroit, Michigan from 2004 through his retirement in 2015 (serving as its dean from 2009 to 2013). Prior to 2004, he practiced law at Dykema Gossett, a Detroit-based law firm, where he was Chairman and Chief Executive Officer from 1995 to 2002. He has served as outside counsel and director for several business enterprises. He was a director of Argon ST from 2004 to 2010. Mr. Semple brings to ourthe Board extensive legal and corporate governance expertise and experience from his nearly forty-year career as an attorney in private practice, where he focused primarily on general corporate matters, mergers and acquisitions, and financial markets and services. His extensive service as counsel and director of several businesses has been extremely beneficial as he serves as the Lead Director of our Board.

EXECUTIVE OFFICERS OF EXONE

The following table and the discussion below provide information about our executive officers as of March 29, 2016, each of whom is elected annually.18, 2019.

S. Kent Rockwell — Mr. Rockwell’s biography is set forth under “Proposal No. 1 – — Election of Directors” above.

JoEllen Lyons DillonLoretta L. Benec — Ms. DillonBenec has served as our Executive Vice President, Chief Legal OfficerGeneral Counsel and Corporate Secretary since December 2014,October 2017. Beginning in November 2016, Ms. Benec has provided corporate and she previouslycommercial legal services as General Counsel to Cumberland Highstreet Partners, Inc., a manufacturing consulting business. Previously, Ms. Benec was Assistant General Counsel for RTI International Metals, Inc. (now Arconic Inc.), a NYSE-listed global supplier of advanced titanium products primarily to the commercial aerospace market, from July 2010 to August 2015, and also served as its Secretary from April 2013 to August 2015 and as its Director of Corporate Governance from July 2010 to April 2013. Prior to RTI, Ms. Benec enjoyed a more than twelve-year career in the law department of H. J. Heinz Company (now The Kraft Heinz Company), a NYSE-listed global packaged food company. Ms. Benec received a B.A. in History with High Honors,cum laude, from Dartmouth College in 1992 and a J.D.,cum laude, from the University of Pittsburgh School of Law in 1995.

John F. Hartner — Mr. Hartner has served as our Chief LegalOperating Officer since November 2018. Mr. Hartner founded Digital Industrialist LLC, a company that invests in and Corporate Secretary beginningadvises digital manufacturing businesses, in March 2013. From May 2012 through February 2013, she was a legal consultant on our initial public offering. She previously was a partner at two national law firms, Reed Smith LLP from 2002 until 20112017 and Buchanan Ingersoll & Rooney PC from 1988 until 2002, where she became a partner after startinghas led the company since that time. Prior to that, Mr. Hartner served as an associate with the firm. Ms. Dillon has served on the BoardChief Operating Officer of Directors of Mylan N.V.EnvisionTEC Inc., a 3D printing firm, from March 2015 to April 2017, where he was responsible for all global pharmaceutical company, since May 2014. She also serves onbusiness operations. This role followed a nearly15-year career leading business units of Dover Corporation across the Mylan Board’s Compliance Committee. Ms. Dillon was the former Chair, and currently servesglobe from December 2000 to March 2015, where Mr. Hartner served as the Audit Committee Chair,President and Chief Executive Officer of the Allegheny District chapterDover Printing & Identification Segment, among other positions. Mr. Hartner received an M.B.A. from the University of the National Multiple Sclerosis Society. She also isChicago – Graduate School of Business in 1989 and a Vice President of the Wine & Spirits Advisory Council to the Pennsylvania Liquor Control Board.B.S. in Mechanical Engineering from Villanova University in 1985.

Rainer HoechsmannJared A. Helfrich — Mr. HoechsmannHelfrich has served as our Chief DevelopmentCommercial Officer since January 2014, and alsoJuly 2018. He has held a variety of roles within our Company since 2012. Most recently, Mr. Helfrich was Commercial Director — Indirect Printing where he was responsible for commercial processes from October 2016 to July 2018. Just prior to this role, Mr. Helfrich served as General Managera business analyst for our Company, after taking a short leave from ExOne from March to May 2016 to serve as Chief Operating Officer of ExOne GmbH,Mine Vision Systems, a subsidiary3D and mapping software technology company serving the mining industry. He previously held roles as Director of ExOne, since 2003. He isGlobal Sales of our Company, where he was responsible for our operations in Europe.Mr. Hoechsmann is the inventorall global sales activities from July 2015 to March 2016, and co-inventor of certain AM technology covered by a number of our patents. In 2003, he co-founded Prometal RCT GmbH in Augsburg, Germany, which is the predecessor to ExOne GmbH. In 1999, he co-founded Generis GmbH, oneDirector of the first companies implementing 3D printing applications.Global Direct Printing including sales, marketing, and product development activities from February 2014 to March 2016. Mr. HoechsmannHelfrich joined ExOne in 2012 as a Business Analyst and was significantly involved in the company’s preparation and ultimate initial public offering and secondary offering in 2013. Mr. Helfrich has receivedan M.B.A. with concentration in Operations Research from Carnegie Mellon’s Tepper School of Business and a number of industry awards, including the OCE Printing AwardB.S. in Business Administration from OCE Printers AG, the Technical University of Munich Award for 3D Printing and the McKinsey & Company Start-Up Award. He is a member of the Association of German Engineers.Duquesne University.

Rick D. Lucas — Mr. Lucas has served as our Chief Technology Officer since June 2012. He served inPrior to joining ExOne, he held various positions from October 2001 to June 2012 at Touchstone Research Laboratory, a broad-basedbroad-

based product development research facility that focuses on the development of next-generation materials and products, where he directed operations and research activities and served as Director of Operations from March 2010 to June 2012. From November 1989 to October 2001, Mr. Lucas managed product development for Lake Shore Cryotronics, a privately held developer of cryogenic temperature sensors and other instrumentation. He currently is serving on the Governance Board for the National Additive Manufacturing Innovation Institute (NAMII), an additive manufacturing center.

Hans J. Sack— Mr. Sack has served as our President since March 2015. Prior to becoming the President of the Company, he served on our Board of Directors (and chaired the Strategic Oversight Committee) from December 2014 to March 2015. Mr. Sack was a Managing Director of Headwaters | SC, a private consulting firm, from 2013 to March 2015. In that position, Mr. Sack worked on client engagements on matters relating to business growth strategy development and implementation, operational improvement initiatives, and acquisition and consolidation strategies and related due diligence. Prior to joining Headwaters, from 2010 to 2012, Mr. Sack served as President

and CEO of Berg Steel Pipe Corp., the U.S. subsidiary of Europipe GmbH, a global leader in large diameter pipe for oil and gas pipelines. Mr. Sack served as President and CEO of Latrobe Specialty Steel Company, a producer of aerospace metals and tool steels owned by private equity firms, from 2006 to 2009. From 1990 to 2006, Mr. Sack worked for The Timken Company’s (NYSE: TKR) steel business, which is now known as TimkenSteel Corporation (NYSE: TMST), beginning in 1990 as a senior steel business specialist, serving in subsequent positions in the Steel Group as manager–small bar mill, project manager–parts strategy, general manager–precision steel components, and vice president–manufacturing–steel, becoming President & CEO of Timken Latrobe Steel in 1996 and becoming an officer of The Timken Company in 1998. Mr. Sack received a master’s degree in mechanical engineering from RWTH Aachen, Germany, and a master’s degree in business administration from the Harvard University Graduate School of Business Administration. Mr. Sack is a member of the Board of Directors of Saint Vincent College and its McKenna School of Business, Economics and Government.

Brian W. Smith — Mr. Smith has served as our Senior Vice President — Corporate Development since July 2018. Prior to that, Mr. Smith served as Chief Financial Officer and Treasurer sincefrom January 2014.2014 to July 2018. Mr. Smith previously was an Assurance Client Service Partner in the Pittsburgh office of PricewaterhouseCoopers LLP (“PwC”). Mr. Smith joined PwC in 1984, was admitted as a Partner in 1995, and spent several years working in a PwC advisory business assisting industrial products, healthcare and energy companies with internal control reviews, system implementations, process transformation and change management. Mr. Smith held various leadership roles within PwC through December 2013, including leading initiatives in specific consumer and industrial product sectors. Mr. Smith ishas held leadership roles in a Certifiednumber charitable and professional organizations and currently sits on the Board of Trustees of The Pittsburgh Public AccountantTheater and The Ruffed Grouse Society. He also serves on the Board of Directors of the S. Kent Rockwell Foundation.

Douglas D. Zemba — Mr. Zemba has served as our Chief Financial Officer and Treasurer since July 2018, and as our Chief Accounting Officer since March 2013. Mr. Zemba joined the Company in January 2013 as Director of Finance shortly before the Company’s initial public offering in February 2013. Prior to joining the Company, Mr. Zemba was a Senior Manager in the Assurance practice of the Pittsburgh, Pennsylvania office of PricewaterhouseCoopers LLP (“PwC”). Mr. Zemba joined PwC in 2003 holding various positions within the Assurance practice servicing both public and private clients in the manufacturing, industrial products, and metals industries. Mr. Zemba received a B.A. with a concentrationB.S. in accounting and minorAccounting from the Pennsylvania State University in economics from Westminster College in 1980.2002.

CORPORATE GOVERNANCE

Highlights of Our Corporate Governance Practices

Our Board is committed to establishing and maintaining corporate governance policies and practices that are appropriate for a company like ExOne. Highlights of our implemented measures include:

Structure and Size of the Board

Our Board may establish the authorized number of directors from time to timetime-to-time by resolution, as permitted under our Bylaws. Currently, the Board has established that the Board will have seven (7) members. Our current directors, (ifif elected at the Annual Meeting)Meeting, will continue to serve until the 20172020 Annual Meeting of Stockholders, until his or her successor has been elected or qualified, or until his or her earlier death, resignation or removal.

Independence of the Board and Committees

A majority of our directors are independent under the applicable rules of NASDAQ. The Board determined in February 20162019 that Messrs. Kilmer, Sellier,Pashke, Semple, Strome and StromeThiltgen, and Ms. Wachtel, each qualify as an independent directorsdirector in accordance with the published listing requirements of NASDAQ. The Board also determined that Gregory F. Pashke, a nominee for election to the Board, will also qualify as an independent director in accordance with the NASDAQ requirements if he is elected to the Board at the 2016 Annual Meeting. Finally, the Board determined that Mr. Sack was independent during his tenure on the Board from December 2014 to March 2015.

As required by the NASDAQ rules, the Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and ExOne with regard to each director’s business and personal activities as they may relate to us and our management.

Upon the election of the directors at the 20162019 Annual Meeting, we will have five (5) out of seven (7) independent directors on the Board, and each committee will have only independent members.

Board Leadership Structure and Ourour Independent Lead Director

Our Bylaws give the Board the flexibility to determine whether the roles of Chief Executive Officer and Board Chairman should be held by the same person or by two separate individuals. Currently,In many situations, the Board

believes the combined offices of Chief Executive Officer and Chairman can provide significant benefits for our stockholders, including a unified approach to strategy and execution and a Chairman that has a pulse on theday-to-day business of the Company and therefore knowledge of the important issues to be addressed by the Board. At this time, our Nominating and Governance Committee and Board believe that combining the role of Chief Executive Officer and Chairman is appropriate because it provides the Company with a clear leadership structure, provides the Board with valuable insight into the Company’s operations and strategies from management’s perspective and facilitates the flow of information between management and the Board.

In June 2018, after the departure of James L. McCarley, former Chief Executive Officer of the Company, our Board appointed S. Kent Rockwell servesto serve as both our Chairman and Chief Executive Officer.Officer and Chairman. As the founder of the Company Mr. Rockwell has been managing ExOne (or its predecessors) since 2008.

At this time, the Board has determined that having Mr. Rockwell serve as both theand former Chief Executive Officer and Executive Chairman, the ChairmanBoard believes that Mr. Rockwell is uniquely positioned to continue to take the lead on strategic planning for the Company and leading the Board by setting Board agendas and leading Board meetings. In addition, in November 2018, the best interest of our stockholders. We believe this structure makesBoard appointed Mr. John F. Hartner as the best use of Mr. Rockwell’s extensive knowledge of ExOne, our strategic initiativesChief Operating Officer to lead the Company’s operations and our industry and also fosters real-time communication between management and the Board.business.

The Board also has elected Mr. Semple to serve as the Lead Director of our independent directors.directors, which is an important role for our Company because he provides leadership to the Board if circumstances arise in which Mr. Rockwell (who is also a significant stockholder) may be, or may be perceived to be, in conflict with the Company. As the Lead Director, Mr. Semple:Semple also:

Generally, eachEach meeting of the Board includes a meeting of the independent directors (led by our Lead Director), which takes place without any members of management or employees present.

Risk Oversight Management

Our management is responsible for theday-to-day management of the risks that we face including, without limitation, strategic, financial, operational, legal/compliance and reputational risks.

Our Board, as a whole, has responsibility for the oversight of enterprise risk management, and our Audit Committee is responsible for overseeing the process by which management assesses and manages our exposure to risk, as well as our major financial risk exposures and the steps management takes to monitor and control such exposures, based on consultation with our management and independent auditors. The Board’s and Audit Committee’s oversight roles are supported by management reporting processes that are designed to provide the Board and the Audit Committee insight into the identification, assessment and management of critical risks. The Board receives regular updates related to risks and risk management.

Information Regarding the Board and its Committees

Our Board has established fourthree committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee and a Strategic Oversight Committee.

The following table provides membership information for each of the Board committees as of March 29, 2016:18, 2019:

Below is a description of each committee of the Board. CopiesA copy of the charters of the Audit, Compensation and Nominating and Governance committees arecharter for each committee is posted on our website athttp://www.exone.com under the Corporate Governance section and within the Investor Relations section.

During 2015,2018, the Board met 13nine (9) times. During that period, each director attended 75% or more of the total meetings of the Board and the committees on which he or she served.

Audit Committee

The Audit Committee of our Board assists the Board in overseeing:

During 2015,2018, the Audit Committee met 15five (5) times. The current members of the Audit Committee are Messrs. SellierPashke and Strome (beginning his service on his election to the Board on May 4, 2015) and Ms. Wachtel, each of whom is independent for Audit Committee purposes under the rules and regulations of the SEC and the listing standards of NASDAQ. Mr. SellierStrome currently chairs the Audit Committee. Mr. Kilmer served on the Audit Committee from January 1, 2015 until May 4, 2015.

The Board has determined that both Messrs. Sellier andMr. Strome areis an “audit committee financial experts”expert” as defined in Item 407(d)(5)(ii) ofRegulation S-K and that they,he, therefore, also satisfysatisfies the “financial sophistication” requirement of the NASDAQ rules. The designation does not impose on either Mr. Sellier or Mr. Strome any duties, obligations or liabilities that are greater than are generally imposed on him as a member of the Audit Committee and the Board.

The Audit Committee is overseeing ExOne’s remediation of the material weaknesses ExOne has identified in its internal control over financial reporting. In connection with the preparation of our consolidated financial statements for the year ended December 31, 2015, we concluded that there are material weaknesses in the design and operating effectiveness of our internal control over financial reporting as defined in SEC Regulation S-X. A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

A description of the identified material weaknesses in internal control over financial reporting is as follows:

With the oversight of executive management and our Audit Committee, we have put into place a comprehensive plan in an effort to remediate the underlying causes of the identified material weaknesses.

Our 2016 plan includes the following measures designed to remediate the underlying causes of the identified material weaknesses:

operational and financial reporting as compared to our legacy systems. We continue to address the difficulties encountered in the initial implementation in a variety of ways, including through the direct hire of personnel and collaboration with external consultants, both with system expertise, in an effort to resolve identified issues in a timely and efficient manner. Our 2016 information technology plan includes additional upgrades or enhancements of both this system, as well as our other existing information technologies (including the addition of a global consolidation software) with the overall goal of a simple, common and global platform for processing, recording and analyzing financial and operational data.

Compensation Committee

The Compensation Committee is charged with the following responsibilities, among others:

During 2015,2018, the Compensation Committee met five (5) times. The current members of our Compensation Committee are Messrs. KilmerSemple and SempleStrome and Ms. Wachtel, each of whom is independent for Compensation Committee purposes under the rules and regulations of the SEC and the listing standards of NASDAQ.

Ms. Wachtel currently chairs the Compensation Committee. Each of the members also is a “non-employee“non-employee director” within the meaning ofRule 16b-3 of the Exchange Act and an “outside director,” as that term is defined under Section 162(m) of the Internal Revenue Code of 1986.Act.

Our Chief Executive Officer does not participate in the determination of his own compensation or the compensation of directors. However, he makesthe Chief Executive Officer and the Senior Vice President – Corporate Development make recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees, and heeach participates in the Compensation Committee’s deliberations about the compensation of the other executive officers and key employees. No other executive officers or employees participate in

In 2018, the determination of the amount or form of theCompensation Committee did not engage an independent compensation of executive officers or directors.

ExOne considered, but decided against the retention of any compensation consultants for 2015.consultant to advise it.

The Compensation Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion. The Compensation Committee reviews its charter annually to ensure that it complies with NASDAQ listing requirements.

Compensation Committee Interlocks and Insider Participation

None of Ms. Wachtel, Mr. Kilmer,Strome, or Mr. Semple, the current members of our Compensation Committee, has been an officer or employee of ExOne. None of our executive officers havehas served as a member of a compensation committee or the board of directors of any other entity that has an executive officer serving as a member of our Board or our Compensation Committee.

Nominating and Governance Committee

The Nominating and Governance Committee of our Board is charged with the following responsibilities, among others:

During 2015,2018, the Nominating and Governance Committee met four (4) times. The current members of our Nominating and Governance Committee are Messrs. Semple, KilmerPashke and Sellier,Strome, each of whom is independent under the listing standards of NASDAQ. Mr. Semple currently chairs the Nominating and Governance Committee.

Director Nomination Process

The Nominating and Governance Committee believes that members of the Board should have certain minimum qualifications, including having the highest professional and personal ethics and values, broad experience

at the policy-making level in business, government, education, technology or public interest, a commitment to enhancing stockholder value, and sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The Nominating and Governance Committee also considers such other guidelines and various relevant career experience, relevant skills, financial expertise, diversity and local and community ties. While we do not maintain a formal policy requiring the consideration of diversity in identifying nominees for director, diversity is, as noted above, one of the factors our Nominating and Governance Committee considers in conducting its assessment of director nominees. We view diversity expansively to include those attributes that we believe will contribute to a Board that, through a variety of backgrounds, viewpoints, professional experiences, skills, educational experiences and other such attributes, is best able to guide ExOne and its strategic direction. Candidates for director nominees are reviewed in the context of the currentmake-up of the Board. The Nominating and Governance Committee will conduct any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board.

The Nominating and Governance Committee will consider director candidates recommended by stockholders, although a formal policy has not been adopted with respect to consideration of such candidates because stockholder recommendations may be informally submitted and considered by the Nominating and Governance Committee under its charter. Director candidates recommended by stockholders will be evaluated by the Nominating and Governance Committee using the same criteria as candidates identified by the Board or the Nominating and Governance Committee for consideration. If a stockholder of ExOne wishes to recommend a director candidate for consideration by the Nominating and Governance Committee, the stockholder should refer to page 6pages 6-7 of this Proxy Statement for information regarding advance notice. The stockholder recommendation should be delivered to the Corporate Secretary of ExOne at our principal executive offices and should include:

Code of Ethics and Business Conduct

Our Board has adopted a code of ethics and business conduct. The code of ethics and business conduct applies to all of our employees, officers and directors. The full text of our code of ethics and business conduct is posted on our website athttp://www.exone.com under the Corporate Governance section within the Investor Relations section. We will disclose any future amendments to the code of ethics and business conduct that relate to our executive officers on our website, as well as any waivers of the code of ethics and business conduct that relate to the executive officers of ExOne.

Stockholder Communications with the Board

Stockholders may communicate with our Board, either generally or with a particular director, by writing to the following address:

The Board of Directors

c/o Executive Vice President, Chief Legal OfficerGeneral Counsel and Corporate Secretary

The ExOne Company

127 Industry Boulevard

North Huntingdon, PA 15642

Each such communication should set forth (i) the name and address of such stockholder, as they appear on ExOne’s books, and if the stock is held by a nominee, the name and address of the beneficial owner of the stock,

and (ii) the class and number of shares of ExOne’s stock that are owned of record by such record holder and beneficially by such beneficial owner.

The person receiving such stockholder communication shall, in consultation with appropriate members of the Board as necessary, generally screen out communications from stockholders to identify communications that are (i) solicitations for products and services, (ii) matters of a personal nature not relevant for stockholders, or (iii) matters that are of a type that render them improper or irrelevant to the functioning of the Board and ExOne.

Attendance at Annual Meeting of Stockholders by the Board

We do not have a formal policy regarding attendance by members of the Board at our Annual Meeting of Stockholders. All directors and director nominees attended the 20152018 Annual Meeting of Stockholders. Directors are encouraged, but not required, to attend the 20162019 Annual Meeting of Stockholders.

TRANSACTIONS WITH RELATED PERSONS

Approval of Related Person Transactions

On February 23, 2016, the Board of ExOne amended and restatedUnder its written policy, The ExOne Company Policy and Procedures with Respect to Related Person Transactions. Under the written policy,Transactions, ExOne will enter into or ratify related person transactions involving more than $50,000 only when the Board, acting through the Audit Committee, has determined that the transaction in question is in, or is not inconsistent with, the best interests of ExOne. Prior to entering into a related person transaction, the related person is required to provide notice to the Chief Legal OfficerExOne’s General Counsel of the facts and circumstances of the transaction. Upon determining that the proposed transaction involves an amount greater than $50,000 and is a related person transaction, the proposed transaction will be submitted to the Audit Committee for consideration. The Audit Committee will consider all relevant facts and circumstances and approve only those related person transactions that are in the best interests of ExOne and its stockholders.

Related Person Transactions

Commercial Transactions

In December 2014, the Company entered into a sale agreement for a 3D printing machine with the titanium powder and atomization company Puris, LLC (“Puris”). This sale was determined to be a related person transaction on the basis that Puris is an entity under common control by Mr. Rockwell, our Chairman and Chief Executive Officer (a related person). Pursuant to the sale agreement, the Company provided Puris with a 3D printing machine, ancillary equipment, and installation training and other services. Total consideration for the 3D printing machine (approximately $1,000,000) was determined to represent a fair market value selling price (based on comparable 3D printing machine sales to third parties) and was approved prior to execution by the Audit Committee. During 2014 and 2015, the Company recorded revenue of approximately $815,000 and $185,000 respectively, based on the delivery of products and/or services. At December 31, 2014, the amount due from Puris relating to this transaction was approximately $90,000 (amount net of the value of undelivered products and/or services due to Puris) and was reflected in accounts receivable – net, on our consolidated balance sheet. All of the proceeds associated with this transaction were received by the Company as of December 31, 2015.

In March 2015, the Company entered into a separate sale agreement for a 3D printing machine with Puris. Total consideration for the 3D printing machine (approximately $950,000) was determined to represent a fair market value selling price (based on comparable 3D printing machine sales to third parties) and was approved prior to execution by the Audit Committee. During 2015, the Company recorded revenue of approximately $913,000 based on the delivery of products and/or services. At December 31, 2015, the Company continued to defer the remaining consideration covered under this transaction (approximately $37,000) as certain additional products and/or services remained undelivered by the Company. All of the proceeds associated with this transaction were received by the Company as of December 31, 2015.

In June 2015, ExOne entered into a sale agreement for a 3D printing machine with Alcoa Inc. (“Alcoa”). This sale was determined to be a related person transaction on the basis that our director, Mr. Kilmer (a related person), also receives his principal compensation from Alcoa. Total consideration for the 3D printing machine (approximately $146,000) was determined to represent a fair market value selling price (based on comparable 3D printing machine sales to third parties) and was approved prior to execution by the Audit Committee. During 2015, the Company recorded revenue of approximately $146,000 based on the delivery of products and/or services. All of the proceeds associated with this transaction were received by the Company as of December 31, 2015.

In December 2015, the Company entered into a separate sale agreement for a 3D printing machine with Alcoa. Total consideration for the 3D printing machine (approximately $120,000) was determined to represent a fair

market value selling price (based on comparable 3D printing machine sales to third parties) and was approved prior to execution by the Audit Committee. During 2015, the Company recorded revenue of approximately $120,000 based on the delivery of products and/or services. None of the proceeds associated with this transaction have been received by the Company at December 31, 2015. At December 31, 2015, the amount due from Alcoa relating to this transaction is reflected in accounts receivable – net, in the consolidated balance sheet.

In December 2014, the Company entered into a consulting arrangement with Mr. Sack who was subsequently appointed to the Board on December 17, 2014 (resulting in Mr. Sack becoming a related person). Total consideration under the consulting arrangement was approximately $75,000, of which approximately $50,000 was included in selling, general and administrative expenses in our statement of consolidated operations and comprehensive loss during 2015 based on the services rendered (the remaining amount having been recorded by the Company during 2014). This arrangement was approved by the Audit Committee in connection with the appointment of Mr. Sack to the Board. In March 2015, Mr. Sack resigned from the Board to accept a position as President of the Company.

The Company has purchased certain website design services and the corporate use of an airplane and leased office space from entities under common control by Mr. Rockwell, our Chairman and Chief Executive Officer (a related person). During 2015, purchases from these entities were approximately $27,000. None of the transactions met a threshold requiring review and approval by the Audit Committee prior to execution. Amounts due to these entities at December 31, 2015 were approximately $15,000, of which approximately $1,000 and $14,000 are reflected in accounts payable and accrued expenses and other current liabilities, respectively, in our consolidated balance sheet. Amounts due to these related persons at December 31, 2014, were approximately $29,000, of which approximately $1,000 and $28,000 are reflected in accounts payable and accrued expenses and other current liabilities, respectively, in our consolidated balance sheet.

The Company also receives the benefit of the corporate use of an airplane from an entity under common control by our Chairman and Chief Executive Officer (a related person) for no consideration. The Company estimates the fair market value of the benefits received during 2015 was approximately $38,000.

Revolving Credit Facility with RHI Investments,LBM Holdings, LLC

On October 23, 2015,March 12, 2018, the Company and its ExOne Americas LLC and ExOne GmbH subsidiaries, as guarantors (collectively, the “Loan Parties”), entered into a Credit Agreement (the “Credit Agreement”)and related ancillary agreements with RHI Investments,LBM Holdings, LLC (“RHI”LBM”), a company controlled by Mr. Rockwell, ourwho was the Executive Chairman of the Company (a related person) at such date and effective June 20, 2018, became the Chairman and Chief Executive Officer (a related person), onof the Company, relating to a $15,000,000 revolving credit facility (the “Credit Agreement”) to (i) assist us in our efforts to finance customer acquisition of our 3D printing machines and 3D printed and other products and services and (ii) provide us with additional funding for working capital and general corporate purposes. The Credit Agreement provides for a term of three years (through March 12, 2021) and bears interest at a rate of one month LIBOR plus an applicable margin of 500 basis points (approximately 6.7% at inception and 7.5% at December 31, 2018). The Credit Agreement requires a commitment fee of 75 basis points, or 0.75%, on the unused portion of the facility, payable monthly in arrears. In addition, anup-front commitment fee of 125 basis points, or 1.25% (approximately $187,500), was required at closing. Borrowings under the Credit Agreement are required to be in minimum increments of $1,000,000. The Company may terminate or reduce the credit commitment at any time during the term of the Credit Agreement without penalty. The Company may also make prepayments against outstanding borrowings under the Credit Agreement at any time without penalty. Borrowings under the Credit Agreement have been collateralized by the accounts receivable, inventories and machinery and equipment of the Loan Parties. At inception of the credit facility and at December 31, 2018, the total estimated value of collateral was in significant excess of the maximum borrowing capacity under the Credit Agreement.

The Company does not consider the Credit Agreement indicative of a fair market value lending, as LBM was determined to be a related person based on common control by Mr. Rockwell. Prior to execution, the Credit Agreement was subject to reviewreviewed and approvalapproved by the Audit Committee, in accordance with The ExOne Company Policy and theProcedures with Respect to Related Person Transactions, and subsequently by asub-committee of independent members of the Board. The Company incurred approximately $215,000 in deferred financing costs associated withAt the time of execution of the Credit Agreement, the $15,000,000 in available loan proceeds were deposited into an escrow account with an unrelated, third party financial institution acting as escrow agent pursuant to a separate Escrow Agreement by and among the parties. Loan proceeds held in escrow are available to the Company upon its submission to the escrow agent of a loan request. Such proceeds will not be available to LBM until paymentin-full of the obligations under the Credit Agreement and termination of the Credit Agreement. Payments of principal and other obligations will be made to the escrow agent, while interest payments will be made directly to LBM. Provided there exists no potential default or event of default, the Credit Agreement and Escrow Agreement prohibit any acceleration of repayment of any amount outstanding under the Credit Agreement and prohibit termination of the Credit Agreement or withdrawal from escrow of any unused portion of the Credit Agreement.

There werehave been no borrowings under the Credit Agreement from October 23, 2015March 12, 2018 (inception) through December 31, 2015. For2018. During the year endedperiod from March 12, 2018 (inception) through December 31, 2015,2018, in addition to the approximately $187,500 that the Company recorded interest expense relating topaid at inception for the Credit Agreement ofup-front commitment fee, the Company incurred approximately $39,000, of which approximately $28,000 was related to the$90,000 in commitment feefees on the unused portion of the revolving credit facility, (100 basis points, or 1.0% on the unused portion of the revolving credit facility) and $11,000which $80,000 was related to the amortization of deferred financing costs (resulting in remaining net deferred financing costs of approximately $204,000paid at December 31, 2015, which are reflected in prepaid expenses and other current assets in the our consolidated balance sheet).

On January 10, 2016,2018. The remaining amount payable at December 31, 2018 was subsequently paid by the Company delivered notice to RHI of its intent to terminate the Credit Agreement in connection with the closing of a registered direct offering of common equity to a separate entity under common control by Mr. Rockwell (see further discussion below). There were no borrowings under the Credit Agreement from January 1, 2016 through the effective date of its termination, January 13, 2016. In connection2019.

DIRECTOR COMPENSATION

20152018 Director Compensation

Our Nominating and Governance Committee of the Board is responsible for reviewing and setting the compensation of our directors. The Nominating and Governance Committee approved, and ournon-employee directors received, the following compensation for 2015:2018:

Mr. Rockwell,Stock Ownership and Retention Policy

The Compensation Committee has adopted a stock ownership and retention policy that requires our directors to retain 50% of all shares received on the vesting of equity awards (net of any shares withheld or sold to pay exercise price or taxes). All shares must be retained for a period of at least one year after vesting. Once theone-year period has ended, directors may sell shares so long as a full-time officerthe director holds 50% of all shares received in the vesting of the Company, does not receive any additional compensation for serving asequity award and a director. In 2015, Mr. Sack served as a non-employee director through March 10, 2015. He resigned as a director on March 10, 2015total minimum value equal to serve as President of the Company. All compensation paid to Mr. Sack in 2015 is included in the Summary Compensation Table below.two times such director’s annual retainer.

2016 Director CompensationPROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF

Our Nominating and GovernanceINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected Schneider Downs & Co., Inc. as our independent registered public accounting firm for the year ending December 31, 2019, and has further directed that management submit the appointment of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.

Representatives of Schneider Downs & Co., Inc. are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of Schneider Downs & Co., Inc. as our independent registered public accounting firm. However, the Board is responsiblesubmitting the appointment of Schneider Downs & Co., Inc. to the stockholders for reviewing and settingratification as a matter of good corporate practice. If the compensation of our directors. The Nominating and Governance Committee has approvedstockholders fail to ratify the following compensation for our non-employee directors for 2016:

Vote Required

PROPOSAL NO. 3 — AMENDMENT TO CERTIFICATE OF INCORPORATION

The Board believes that it is a best corporate governance practice to allow stockholders, by majority vote, to determine their directors, and that is consistent with that practice to allow for the removal of $5,000;directors with or without cause by a majority vote of the stockholders. Therefore, the Board is recommending that the FIFTH article of the Company’s Certificate of Incorporation be amended to specifically provide for the removal of directors with or without cause by majority vote of the stockholders, as follows:

(c) Removal of Directors. No director of the Corporation may be removed from office as a director by vote or other action of the stockholders or otherwise exceptfor cause, and

COMPENSATION OF NAMED EXECUTIVE OFFICERS

As an emerging growth company, ExOne is permitted to exclude a Compensation Discussion and Analysis from this Proxy Statement and to omit some disclosure on compensation that is required of non-emerging growth companies. In addition, as an emerging growth company ExOne is not required to conduct a say-on-pay advisory vote on executive compensation.

Compensation Discussion and Analysis

The Compensation Committee and management provide the following Compensation Discussion and Analysis on a voluntary basis.

For purposes of this discussion, we define “Named Executive Officers” to include John F. Hartner, James L. McCarley, Brian W. Smith, and S. Kent Rockwell. Disclosure about executive compensation is required in this Proxy Statement for:

Any references to “executive officers” include the executive officers listed in “Executive Officers of ExOne” section above.of this Proxy Statement.

Overview

Compensation GoalPay Philosophy

The Compensation Committee has responsibility for reviewing the compensation of ExOne’s Chairman and Chief Executive Officer andas well as the executivesother executive officers of the Company and making recommendationrecommendations about this compensation to the Board.

In February 2018, the Compensation Committee codified ExOne’s compensation goals and governing principals through adoption of a written Pay Philosophy Governing Executive Compensation (the “Pay Philosophy”), which it reviewed and amended in February 2019. As described in the Pay Philosophy, ExOne’s compensation program has three principal goals:

These goals are balanced and aligned with our plans to conserve cash for operations while the Company advances towards generating positive cash flows from operations.

Our compensation plan relies on a mix of base salary, bonus and equity compensation. The Compensation Committee’s goal when consideringphilosophy behind each component of executive officer compensation is as follows:

Significant Equity Ownership Creates Strong Alignment Between Our Leadership and Our Stockholders

We believe that the interests of ExOne’s executive officers are strongly aligned with the interests of our stockholders. All six executive officers have invested their own money in ExOne, and ourstockholders through equity ownership. Our Chairman and Chief Executive Officer, Mr. Rockwell, is ExOne’s largest beneficial owner (as the beneficial owner of more than 28%approximately 28.2% of our outstanding Common Stock as of March 29, 2016)18, 2019). In addition, certain of our other executive officers have invested their own money in ExOne and all of them have been granted equity incentive awards for their service to the Company. This ownership provides a strong foundation of alignment between ExOne stockholders and the ExOne management team.

20152018 Compensation Considerations

The Compensation Committee considered three elements of compensation for 2015:

Our Chairman and Chief Executive Officer, Mr. Rockwell, is paid a base salary at an annual rate of $300,000 per year. Our otherFor 2018, our Named Executive Officers are paid comparable base salaries. The amountreceived a combination of base salary and annual and long-term equity incentive awards.

Salary for each executive dependsof our Named Executive Officers is based on the scope of the Named Executive Officer’sindividual’s responsibility, his leadership skills, and values, and his performance and length of service.

Appointment of Mr. Sack as President in March 2015 and Related Compensation Actions

Mr. Sack began serving as the President of the Company on March 16, 2015. Mr. Sack previously served asRockwell received a member of the ExOne Board and as the Chair of the Strategic Oversight Committee from December 17, 2014 to March 10, 2015.

In 2015, Mr. Sack received $34,000 in consulting and board fees. In addition, while he was serving as a member of the Board, Mr. Sack received an equity grant on February 6, 2015, of 3,500 shares of restricted stock, which fully vested on February 6, 2016.

In connection with his appointment as President of the Company, the Compensation Committee determined to pay Mr. Sack an annual base salary of $50,000 per year for his services as Executive Chairman until June 20, 2018, when he assumed the role of Chief Executive Officer, at which time the independent directors increased his salary to $300,000.

The Compensation Committee also approved an additional equity awardawarded Common Stock to Mr. Sack of 5,000 shares ofSmith pursuant to the 2018 annual incentive program (described further below).

The Compensation Committee elected to award stock options to Mr. Hartner and restricted stock on March 16, 2015, which vests in three equal installments over a three year period.to Mr. Rockwell and Mr. Smith as incentive awards with the goal of further aligning the interests of our executives with those of our stockholders as well as to retain and reward the executives for creating long-term value for our stockholders.

2013 Equity Incentive Plan

The Board adopted our 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”) on January 24, 2013. The 2013 Equity Incentive Plan was approved by stockholders on August 19, 2013. The purpose of the 2013 Equity Incentive Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of ExOne and its subsidiaries, by offering them an opportunity to participate in ExOne’s future performance through the grant of awards. The 2013 Equity Incentive Plan permits a variety of awards to be made at the discretion of the Compensation Committee including stock options, restricted stock, restricted stock units, stock bonus awards, performance awards and stock appreciation rights. The 2013 Equity Incentive Plan will terminate January 24, 2023, unless it is terminated earlier by our Board. The 2013 Equity Incentive Plan is administered by the Compensation Committee. Equity grants under the 2013 Equity Incentive Plan are generally

granted during an open trading window in accordance with our Insider Trading Policy. No person is eligible to receive more than 100,000 shares in any calendar year under the 2013 Equity Incentive Plan, except that ExOne may choose to issue a new employee up to 500,000 shares under the plan in the calendar year in which the employee commences employment. The total grant pool is determined with reference to industry practice and impact on the Company’s capitalization. Total awards under the 2013 Equity Incentive Plan are limited by share count of no more than 1,992,241 shares, which was 15% of the Company’s total outstanding shares immediately following its initial public offering. Individual awards are determined on a discretionary basis, principally with reference to an executive’s responsibility, salary structure and performance. Restricted stock awarded under the 2013 Equity Incentive Plan is granted at fair market value and the exercise price of each stock option awarded under the 2013 Equity Incentive Plan is the closing price of the Common Stock on the date of grant. Equity grants are subject to vesting requirements as determined by the Compensation Committee.

2015 Umbrella2018 Annual Incentive PlanProgram

TheOn February 7, 2018, the Compensation Committee adopted the 2015 Umbrella Annual Incentive Plan in March 2015. The plan was structured as a subplan of the 2013 Equity Incentive Plan.

The 2015 Umbrella Annual Incentive Plan was an umbrella plan that provided a bonus opportunity to ExOne employees selected by2018 senior executive annual incentive program (the “2018 AIP”), and the Compensation Committee which includemade awards to be delivered in shares of Common Stock to certain senior executives, including Mr. Smith, under the Chairman and Chief Executive Officer and other Named Executive Officers. 2018 AIP on March 18, 2019, upon the satisfaction of performance goals described immediately below.

2018 AIP Design

The bonus2018 AIP provided an opportunity for performance-based compensation to senior executive officers of the Company (excluding the Executive Chairman) (each an “Executive”), among others. The target annual incentive award for each employeeExecutive was expressed as a percentage of base salary. Paymentsalary: 50% for the Chief Executive Officer and 35% for the other Executives. Achievement of the bonusaward was conditioned on the Company meeting targeted revenue and gross profitcertain goals for 2015. Payment against each financial performance measure2018 relating to revenue growth, Program Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) (as defined below), total cash and restricted cash (net of any debt incurred) and stock value (collectively, the “Goals”). “Program Adjusted EBITDA” was conditioneddefined as net income (loss), as calculated under accounting principles generally accepted in the Company achieving a minimum thresholdUnited States, plus interest expense, provision (benefit) for income taxes, depreciation and amortization, equity-based compensation, and other (income) expense – net, as well as the addition of 95%certain qualifying research and development expenses, 2018 AIP expenses and other costs.

Performance Goal Target Performance Level and Weighting under 2018 AIP

Final payments were to be tiedmade to the percentage level of performance achieved, with a maximum bonus of 125% of salary to be earned.

In 2015, ExOne fell shortExecutives 100% in Common Stock based on the closing stock price of the pre-established financial goalsCompany on the date of payment under the 2015 Umbrella Annual2013 Equity Incentive Plan. AsPlan (March 18, 2019). The performance period began January 1, 2018 and ended on December 31, 2018.

Fiscal Year 2018 Financial Performance

For the year ended December 31, 2018, the Company reported revenue growth of 12%, net loss of $12.7 million, Adjusted EBITDA* (as defined in Appendix A) of a result, no employee received$6.5 million loss, Total Cash and Restricted Cash of $9.1 million and Stock Value of $6.62 per share. In addition, net income in the six months ended December 31, 2018 was $1.8 million, or $0.11 per share, and Adjusted EBITDA* was $4.7 million for the same period. In July 2018, the Company also implemented a 2018 global cost realignment initiative, reaching approximately $7 million of net annualized run rate cost reductions.

Payout of Performance Awards

On March 13, 2019, the Compensation Committee considered the potential awards under the 2018 AIP. Since the Company did not achieve target performance against any of the Goals, the Compensation Committee exercised negative discretion and did not authorize any awards under the 2018 AIP to either Mr. Rockwell or Mr. McCarley, who had each served as Chief Executive Officers during 2018. With respect to other Executives, the Committee considered that there was improved performance by the Company in the second half of the year, particularly with respect to net income and Adjusted EBITDA, and therefore exercised negative discretion to reduce the 50% payouts, but not completely eliminate the awards. These adjustments were made on an incentiveindividual basis based on individual performance. In the case of Mr. Smith, the only Named Executive Officer to receive an award under the 2015 Umbrella Annual Incentive Plan.

Limited Perquisites

The Company does2018 AIP, the Compensation Committee took into account his leadership of the 2018 global cost realignment program that contributed to significant annualized cost reductions. Since Mr. Hartner was not provide any perquisites to its Chief Executive Officer other than a Company contribution to a 401(k) retirement plan sponsoredemployed by the Company. The Company provides a car allowanceuntil November 2018, he was not eligible to Mr. Smith as further described inreceive an award under the Summary Compensation Table.

Benefits

We provide our Named Executive Officers with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program.2018 AIP. Payout of awards under the 2018 AIP were made effective March 18, 2019.

Clawback Policy and Other Actions Available to ExOne for Misconduct

In March 2015, theThe Compensation Committee has adopted a clawback policy that enables ExOne to recover all or any portion of any “Performance-Based Compensation” granted or paid to any current or former “Section 16 Officer”, or in which any current or former Section 16 Officer became vested, at any time within the three (3) year period immediately preceding the date on which ExOne is required to prepare an accounting restatement due to material noncompliancenon-compliance with any financial reporting requirements under the securities laws, as determined by the Audit Committee and confirmed by our independent registered public accounting firm.

In addition, in cases of detrimental misconduct by an executive officer, the Board may also take a range of other actions to remedy the misconduct, prevent its recurrence, and discipline the individual as appropriate, including, depending on the facts and circumstances, terminating the individual’s employment. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

Stock Ownership and Retention Policy and Equity Grant Practices

Other Compensation Practices and Policies

Employment Arrangements with Named Executive Officers

Mr. RockwellJames L McCarley. OurOn June 20, 2018, Mr. McCarley separated from the Company, and the Company’s employment agreement with Mr. Rockwell automatically extended for an additional one yearMcCarley, the initial term endingof which commenced on September 1,August 19, 2016 and will continuewas terminated. His employment agreement would have otherwise terminated on December 31, 2018. Pursuant to automatically be extended for a new one-year term on each one year anniversary thereof unless not later than 90 days immediately preceding any anniversary, we or Mr. Rockwell has given written notice to the other that they do not wish to extend the employment agreement.

Under the employment agreement, Mr. Rockwell isMcCarley was entitled to receive an annual base salary of $375,000 and is eligible to participate in an annual bonus plan on terms established from time to time by the Board. During the term of the employment agreement, Mr. Rockwell iswas eligible to participate in any annual bonus plan or long-term incentive compensation plan andmaintained by the Company, in both cases on the terms established fromtime-to-time by the Board or its Compensation Committee. Furthermore, under the employment agreement, Mr. McCarley could participate in all employee benefit and fringe benefit plans and arrangements made available by the Company to the Company’s employees generally or its executives.executives and key management.

The employment agreement provides, among other matters,provided that if the executive resigns for “good reason” (as defined in the employment agreement) or isMr. McCarley was terminated without “cause” (as defined in the employment agreement) and in each such case hashad timely delivered a release of claims, he iswould be entitled to receive, among other severance payments and benefits, an amount equal to one times his then-current base salary and one timesapro-rata portion of his bonus for the target annual bonus amountyear of termination (subject to his compliance with the confidentiality,non-competition andnon-solicitation restrictions set forth in the employment agreement) and payment of the executive’s COBRA health insurance continuation premium for the COBRA continuation period (generally 18 months) or until such time as the executive is employed, whichever is earlier. The confidentiality provisions survivesurvived the termination of Mr. Rockwell’sMcCarley’s employment with us and thenon-competition andnon-solicitation provisions will survive for a period of two yearsone year following the termination of his employment.

Mr. SackBrian. Under our letter agreement with Mr. Sack, he is entitled to receive an annual base salary and to participate in our benefit plans, subject to their terms and conditions. In addition, pursuant to the letter agreement, he received a grant of 5,000 shares of restricted stock in March 2015, which shares vest over a three-year period. If we had terminated Mr. Sack during the initial one year term (which ended in March 2016), we would have been required to pay Mr. Sack a severance package equal to three months base salary. After that year of service, Mr. Sack serves at the will of the Chief Executive Officer, and, other than the letter agreement, does not have an individual employment, severance or change-of-control agreement.

Mr. W. Smith. Mr. Smith serves at the will of the Chief Executive Officeris anat-will employee and does not have an individual employment, severance orchange-of-control agreement. During 2018, Mr. Smith received an annual base salary of $275,000, although the Company reported on March 15, 2019, in Item 9B of the Company’s Annual Report Form 10-K for the year ended December 31, 2018, that Mr. Smith and the Company agreed to reduce the scope of his responsibilities by half, with a commensurate reduction in his salary, effective March 25, 2019.

John F. Hartner. Mr. Hartner is anat-will employee and does not have an individual employment, severance orchange-of-control agreement. As set forth in his offer letter, Mr. Hartner receives an annual base salary of $300,000 and is eligible to participate in annual bonus plans for senior executives on terms established from time to time by the Board or its Compensation Committee. Mr. Hartner is also entitled to reimbursement for his commuting and living expenses for his initialsix-moth employment period. In connection with his hiring, Mr. Hartner also received an option to purchase 100,000 shares of Common Stock on November 12, 2018 which vested 25% on the date of grant and the remaining 75% on the first anniversary of the date of grant.

S. Kent Rockwell. Mr. Rockwell is anat-will employee and receives an annual base salary of $300,000 for his role as Chief Executive Officer. From August 2016 to June 2018, Mr. Rockwell served in the role of Executive Chairman and received an annual base salary of $50,000.

Tax DeductibilityChange of CompensationControl Severance Plan

In August 2017, the Compensation Committee adopted The ExOne Company Change of Control Severance Plan (the “Severance Plan”). The Severance Plan provides certain benefits to participants in the event of a change of control of ExOne. If a change of control occurs during the protection period (described below), and any of the participants either (i) has a voluntary termination of employment for good reason, or (ii) has an involuntary termination of employment, other than for death, disability or cause, then the participant is entitled to receive the following:

The protection period begins on the date on which a definitive agreement is signed that, if consummated, would result in a change of control (or if no agreement, the date of the change of control itself), and ends on the earlier of (i) the date which is 18 months following the occurrence of the change of control or (ii) the public announcement that the transaction contemplated by the definitive agreement will not take place.

In addition to the cash payments described above, upon the occurrence of a change of control, 50% of any unvested stock options, restricted stock, restricted stock units or other equity based awards of ExOne held by a participant will immediately vest and become exercisable. The remaining 50% of such unvested awards held by the participant will vest and become exercisable pursuant to the terms of the awards, or immediately upon (i) voluntary termination of the participant’s employment for good reason, or (ii) involuntary termination of the participant’s employment, other than for death, disability or cause of the participant, if such termination occurs within 18 months following a change of control.

Under the Severance Plan, a “change of control” is defined as the occurrence of any of the following, so long as such event also constitutes a change in control event as defined under Section 409A of the Internal

Revenue Code of 1986, as amended: (i) if any person is or becomes the beneficial owner, directly or indirectly, of the Company’s securities representing greater than 50% of the combined voting power of the Company’s then outstanding securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by at leasttwo-thirds of the directors then still in office who either were directors at the beginning of the period or whose election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the sale or disposition by the Company of all or substantially all the Company’s assets; (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or (v) the consummation of a merger, combination or consolidation of the Company with any other corporation or entity; provided, however, a change of control shall not be deemed to have occurred: (a) if such merger, combination or consolidation would result in all or a portion of the Company’s voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) either directly or indirectly more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (b) if the corporate existence of the Company is not affected and following the merger or consolidation, the majority of the directors of the Company prior to such merger or consolidation constitute at least a majority of the Board or the entity that directly or indirectly controls the Company after such merger or consolidation.

Under the Internal Revenue Code,Severance Plan, a public companytermination for “good reason” by a participant will be deemed to occur if it occurs within six months of any of the following without the Designated Employee’s express written consent:

No Section 280G excise taxgross-up or other taxgross-up is limitedprovided under the Severance Plan. Outside of the protection period, the Severance Plan is subject to a $1 million deduction for compensation paid to itstermination or amendment by the Board or the Compensation Committee.

Among our Named Executive Officers, our Chief Executive Officer, or any of its threeS. Kent Rockwell, is defined as a Tier I employee and no other most highly compensated executive officers (other thanExecutives are expected to be named in this Tier. Our Chief Operating Officer, John F. Hartner and our Senior Vice President-Corporate Development, Brian W. Smith, are named as Tier II employees.

On August 8, 2018, the Chief Financial Officer) who are employed at year-end. This limitation does not applyCompensation Committee amended the Severance Plan to compensation that meetseliminate single-trigger severance benefits under the tax code requirements for qualifying performance-based compensation (compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by stockholders).Severance Plan.

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and discussions with management, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s 20162019 Proxy Statement.

This report is provided by the following independent directors, who comprise the Compensation Committee:

Summary Compensation Table

The following table provides information regarding the compensation awarded to or earned during 20142018 and 20152017 by our ChiefNamed Executive Officer and each of the next two most highly compensated executive officers who were serving as executive officersOfficers through December 31, 20152018 (collectively, the “Named Executive Officers”).

Outstanding Equity Awards at December 31, 20152018

The following table sets forth all shares of unvested options and restricted stock that were awarded to our Named Executive Officers by ExOne under the 2013 Equity Incentive Plan and were outstanding as of December 31, 2015. None of the Named Executive Officers held any unexercised stock options for the purchase of ExOne common shares as of December 31, 2015.2018.

PROPOSAL 2NO. 4 — RATIFICATIONADVISORY APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCOMPENSATION

The Audit CommitteePAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR 2018

This year, since the Company has exited emerging growth company status, our stockholders have the opportunity to vote to approve, on anon-binding advisory basis, the compensation of our Named Executive Officers in 2018, as disclosed in this Proxy Statement in accordance with Section 14A of the Board has selected Schneider Downs & Company, Inc. as our independent registered public accounting firm forExchange Act the year ending December 31, 2016, and has further directed that management submit the appointmentrelated compensation disclosure rules of the independent registered public accounting firm for ratification bySEC. This“say-on-pay” vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and our compensation philosophy, policies and practices as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. Accordingly, we ask our stockholders to vote “For,” on an advisory basis, the compensation paid to our Named Executive Officers in 2018, as disclosed in this Proxy Statement under the heading “Compensation of Named Executive Officers”, and to adopt the following resolution at the Annual Meeting.Meeting:

Representatives“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed in this Proxy Statement, including the compensation tables and narrative disclosure, is hereby APPROVED.”

As described in detail under the heading “Compensation Discussion and Analysis” beginning on page 26 of Schneider Downs &this Proxy Statement, the Pay Philosophy adopted by the Company Inc. are expectedis intended to achieve three principal goals. It aims to attract and retain executives, to align the interests of management with the creation of long-term stockholder value, and to motivate and reward management for performance that advances the Company’s goals. The Compensation Committee balances and aligns these goals with the Company’s plans to conserve cash for operations while the Company advances toward generating positive cash flows from operations.

In 2018, the Compensation Committee instituted the 2018 AIP with target goals for revenue growth, Program Adjusted EBITDA (as described previously on page 28), total cash and restricted cash (net of any debt incurred) and stockholder value. The payouts to the senior executives were to be present atpaid 100% in Common Stock. As further described in “Compensation Discussion and Analysis,” on March 13, 2019, due to the Annual Meeting. They will have an opportunityCompany’s financial performance, the Compensation Committee exercised negative discretion and did not authorize a payout to makeeither Mr. Rockwell or Mr. McCarley, and reduced the earned payout to Mr. Smith.

The Compensation Committee also continued the practice of using long-term equity incentive awards (stock options and restricted stock) as a statement if they so desiresignificant portion of total compensation, in order to retain and will be availablemotivate management and to respond to appropriate questions.align management’s interests with the long-term interests of our stockholders.

NeitherOur Board believes these compensation decisions reward performance and ensure that the long-term interests of our Bylaws nor other governing documents or law require stockholder ratificationstockholders are served, and therefore asks for the support of our stockholders in approving the compensation of our Named Executive Officers.

Vote Required

Approval of the appointment of Schneider Downs & Company, Inc. as our independent registered public accounting firm. However, the Board is submitting the appointment of Schneider Downs & Company, Inc.compensation paid to the stockholders for ratificationCompany’s Named Executive Officers in 2018, as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committeereported in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of ExOne and our stockholders.

Ratification of the appointment of Schneider Downs & Company, Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2016this Proxy Statement, requires the affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote on this matter. Stockholders may cast their votes for, against, or abstain from voting with respect to this Proposal No. 4. Abstentions will have the same effect as an “Against” vote. Because brokernon-votes are not deemed to be votes entitled to be cast, they will not affect the outcome of this proposal. The proxy holders intend to vote all proxies received by them “For” the approval of compensation paid to the Named Executive Officers unless otherwise instructed.

As an advisory vote, a stockholder’s vote on this Proposal No. 4 is not binding on the Company. Our Board will not be required to act in response to the results of the vote, as the ultimate decision regarding our Named Executive Officers’ compensation remains with our Compensation Committee. Our Board believes that our

Compensation Committee is in the best position to consider the extensive information and factors necessary to make independent, appropriate, and competitive compensation recommendations and decisions that are in the best interest of the Company and its stockholders. However, our Board values the opinions of our stockholders as expressed through their votes and other communications. Although the vote isnon-binding, our Board and Compensation Committee will carefully consider the outcome of the advisory vote on the compensation of our Named Executive Officers when making future compensation decisions.

The Board Recommends a Vote “FOR” the RatificationApproval of the AppointmentCompensation Paid to the Company’s Named Executive Officers in 2018, as Reported in the Proxy Statement.

PROPOSAL NO. 5 — ADVISORY APPROVAL OF THE FREQUENCY OF

FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

This year, since the Company has exited emerging growth company status, our stockholders have the opportunity to vote, on anon-binding advisory basis, for their preference as to whether the advisory stockholder vote on the compensation paid to the Company’s named executive officers should occur every one, two, or three years, in accordance with SEC rules.

The Board believes that submitting the advisory vote on the compensation of Schneider Downs & Company, Inc. as ExOne’s Independent Registered Public Accounting Firmour named executive officers to stockholders on an annual basis is appropriate for the Year Ending December 31, 2016.Company at this time. The Board has determined that an annual advisory vote on executive compensation will allow our stockholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the Proxy Statement each year. The Board believes that an annual vote is therefore consistent with the Company’s efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters.

The Company recognizes that our stockholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our stockholders as to their preferences on the frequency of an advisory vote on executive compensation.

Vote Required

Stockholders may vote for “1 Year,” “2 Years,” “3 Years,” or “Abstain” with respect to Proposal No. 5. The frequency (1, 2 or 3 years) receiving the most votes will be deemed the preference of the stockholders. Abstentions and brokernon-votes will not affect the outcome of this proposal. The proxy holders intend to vote all proxies received by them for the frequency of every “1 Year” unless otherwise instructed.

As an advisory vote, the frequency vote is not binding on the Company. The final decision on the frequency of the future advisory votes on the compensation of our named executive officers remains with the Board and/or its committees. The Board values the opinions of the Company’s stockholders as expressed through their votes and other communications. Although the resolution isnon-binding, the Board and the Compensation Committee will carefully consider the outcome of the frequency vote and other communications from stockholders when making future decisions regarding the frequency of advisory votes on the compensation of our named executive officers.

The Board Recommends a Vote for the Frequency of “1 YEAR” for Future Advisory Votes on the Compensation Paid to the Company’s Named Executive Officers.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with our management the audited consolidated financial statements of ExOne included in our Annual Report onForm 10-K for the year ended December 31, 2015.2018. The Audit Committee has also reviewed and discussed with Baker Tilly Virchow Krause, LLP,Schneider Downs & Co., Inc., ExOne’s independent registered public accounting firm for 2015,2018, the audited consolidated financial statements and the audit results. In addition, the Audit Committee discussed with Baker Tilly Virchow Krause, LLPSchneider Downs & Co., Inc. the matters required to be discussed by AS 16,Auditing Standard No. 1301,Communications with Audit Committees, Rule2-07,Communication with Audit Committees, ofRegulation S-X, and other PCAOBPublic Company Accounting Oversight Board (PCAOB) Rules and Standards.

In addition, we received from and discussed with Baker Tilly Virchow Krause, LLPSchneider Downs & Co., Inc. the written disclosures and the letter required by PCAOB Rule 3526,Communication With Audit Committees Concerning Independence, and discussed Baker Tilly Virchow Krause, LLP’sSchneider Downs & Co., Inc.’s independence with them. Upon completing these activities, the Audit Committee concluded that Baker Tilly Virchow Krause, LLPSchneider Downs & Co., Inc. is independent from ExOne and its management.

ExOne’s management is responsible for preparing our consolidated financial statements and ensuring they are complete and accurate and prepared in accordance with accounting principles generally accepted accounting principles.in the United States of America (“GAAP”). Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.GAAP.

Based upon the review and discussions described above, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in ExOne’s Annual Report on Form10-K for the year ended December 31, 20152018 and filed with the Securities and Exchange Commission.

Members of the Audit Committee:

        Victor Sellier(Chair)

AUDIT FEES AND SERVICES

Changes in Independent Registered Public Accounting Firms

On October 1, 2014, the Company was notified that the audit practice of ParenteBeard LLC was combined with Baker Tilly Virchow Krause, LLP. As a consequence, on that same date, ParenteBeard LLC resigned as the Company’s independent registered public accounting firm. ParenteBeard LLC’s report of independent registered public accounting firm regarding the Company’s consolidated financial statements for the years ended December 31, 2013 and 2012 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2013 and 2012, and during the subsequent interim period through October 1, 2014, the Company did not have any disagreements with ParenteBeard LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of ParenteBeard LLC, would have caused it to make reference to such disagreement in its report. During the years ended December 31, 2013 and 2012 and the subsequent period through October 1, 2014, the Company did not have any “reportable events” as described in Item 304(a)(1)(v) of the SEC’s Regulation S-K.

Prior to engaging Baker Tilly Virchow Krause, LLP on October 1, 2014, the Company did not consult with Baker Tilly Virchow Krause, LLP regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Baker Tilly Virchow Krause, LLP on the Company’s consolidated financial statements, and Baker Tilly Virchow Krause, LLP did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.

The Audit Committee conducted a comprehensive, competitive process to determine the Company’s independent registered public accounting firm for the year ending December 31, 2016. The Audit Committee considered a number of registered public accounting firms, and narrowed that group down to two firms, including Baker Tilly Virchow Krause, LLP, the Company’s then independent registered public accounting firm. As a result of this process, effective March 24, 2016, the Audit Committee approved the engagement of Schneider Downs & Company, Inc. as the Company’s independent registered public accounting firm for the year ending December 31, 2016, and dismissed Baker Tilly Virchow Krause, LLP from that role. Baker Tilly Virchow Krause, LLP’s reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2015 and 2014, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to the uncertainty, audit scope or accounting principles.

During the years ended December 31, 2015 and 2014, and the subsequent interim period through March 24, 2016, there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of the SEC’s Regulation S-K, between the Company and Baker Tilly Virchow Krause, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Baker Tilly Virchow Krause, LLP’s satisfaction, would have caused Baker Tilly Virchow Krause, LLP to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of the SEC’s Regulation S-K during the years ended December 31, 2015 and 2014 and the subsequent interim period, except for the material weaknesses in internal control over financial reporting disclosed in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2015 and December 31, 2014, which are described in the “Corporate Governance – Audit Committee” section above. These material weaknesses were discussed by the Company’s management and the Audit Committee with Baker Tilly Virchow Krause, LLP.

The Audit Committee has authorized Baker Tilly Virchow Krause, LLP to respond fully to the inquiries of Schneider Downs & Company, Inc., the Company’s new independent registered public accounting firm, concerning these material weaknesses. As described in the Company’s filings with the SEC, with the oversight of executive management and the Audit Committee, the Company has put into place a comprehensive plan to remediate the underlying causes of the identified material weaknesses.

On March 25, 2016, the Company filed a Current Report on Form 8-K disclosing the appointment of Schneider Downs & Company, Inc. as its new independent registered public accounting firm and the related dismissal of Baker Tilly Virchow Krause, LLP from that role. The Company provided Baker Tilly Virchow Krause, LLP with a copy of the disclosures in the Current Report on Form 8-K prior to the time that it was filed with the SEC, and requested that Baker Tilly Virchow Krause, LLP furnish a letter addressed to the SEC stating whether or not it agrees with the statements made therein. A copy of Baker Tilly Virchow Krause, LLP’s letter dated March 25, 2016 was attached as Exhibit 16.1 to that report. Representatives of Baker Tilly Virchow Krause, LLP are not expected to be present at the Annual Meeting.

Prior to engaging Schneider Downs & Company, Inc. on March 24, 2016, neither the Company nor anyone on its behalf consulted with Schneider Downs & Company, Inc. regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements and neither a written report nor oral advice was provided to the Company that Schneider Downs & Company, Inc. concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of the SEC’s Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of the SEC’s Regulation S-K.

Audit and Other Fees

The following table shows the fees paid by the Company in 20152018 and 20142017 for the audit and other services provided by Baker Tilly Virchow Krause, LLP and its predecessor, ParenteBeard LLC,Schneider Downs & Co., Inc. for those years:

Audit fees for 20152018 and 20142017 include fees associated with the annual audit, interim reviews and various registration statements. The 2018 fees include the Company’s first audit of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Audit-related fees for 2018 and 2017 include fees associated with the filingannual audit of various registration statements. All otherthe Company’s 401(k) plan. Tax fees for 20152018 include fees associated with the preparation of the federal and 2014 include certain agreed upon procedures reports.state income tax returns for the year ended December 31, 2017.

Pre-Approval Policies and Procedures

The Audit Committee’s policy is topre-approve all audit and permissiblenon-audit services rendered by our independent registered public accounting firm, in order to assure that the provision of such services does not impair the independent registered public accounting firm’s independence. The Audit Committee canpre-approve specified services in defined categories of (i) audit services, (ii) audit-related services, (iii) tax services and (iv) other services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individualcase-by-case basis before the independent registered public accounting firm is engaged to provide a service. The term of anypre-approval is 12 months from the date ofpre-approval, unless the Audit Committee specifically provides for a different period. All of the 20152018 and 20142017 services described above werepre-approved by the Audit Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information regarding Common Stock ownership by our directors and executive officers and certain beneficial owners. We includethe beneficial ownership of Common Stock as of March 29, 2016,18, 2019, when there were 16,067,95416,341,278 issued and outstanding shares, for each person known by us to beneficially own more than five percent of our Common Stock, each director (including all nominees for director), each Named Executive Officer, and all directors (including director nominees) and executive officers as a group. Unless we otherwise note, each person exercises sole voting and investment power over these shares of Common Stock.

We determine the number of shares in the table below as beneficially owned by each director and executive officer pursuant to SEC regulations. This information does not necessarily indicate beneficial ownership for any other purpose. Beneficial ownership includes any shares of Common Stock as to which the individual has sole or shared voting power or investment power. We also include any shares of Common Stock that the individual has the right to acquire within 60 days of March 29, 201618, 2019 through the exercise of any option, warrant or right.