The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 18, 201612, 2021

Dear Stockholder:

You are cordially invited to attendparticipate in the 20162021 Annual Meeting of Stockholders of The ExOne Company (“ExOne” or the “Company”). The meeting will be held on May 18, 201612, 2021 at 10:00 a.m., Eastern Daylight Time, at ExOne’s principal executive offices, 127 Industry Boulevard, North Huntingdon, Pennsylvania 15642.in a virtual online format. At the meeting, holders of ExOne’s issued and outstanding common stock (NASDAQ:(Nasdaq: XONE) will act upon the following matters:

(1) Election of seven (7)eight (8) nominees to the Company’s Board of Directors identified in the accompanying Proxy Statement, each for a term that expires in 2017;2022;

(2) Ratification of the appointment of Schneider Downs & Company,Co., Inc. as ExOne’sthe Company’s independent registered public accounting firm for the year ending December 31, 2016; and2021;

(3) Approval of an amendment to the Company’s Certificate of Incorporation to specifically provide for stockholder removal of directors either with or without cause;

(4) Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers in 2020, as reported in the accompanying Proxy Statement; and

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

The record date for the Annual Meeting is March 29, 2016.15, 2021. Only stockholders of record at the close of business on that date are entitled to receive notice of, to attendparticipate in and to vote at, the Annual Meeting and any postponements or adjournments thereof.

This year, weTo participate in the Annual Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/XONE2021 and enter the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (the “Internet Notice”). Once admitted, during the Annual Meeting, you may vote, submit questions and view the list of stockholders entitled to vote at the Annual Meeting by following the instructions available on the meeting website.

We 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, 2016,1, 2021, we mailed aan Internet 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 20152020 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, 20152020 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 attendparticipate in person.the Annual Meeting. Accordingly, we request and urge you to review the proxy materials and vote your shares in advance of the meeting. If you decide to attendparticipate in the Annual Meeting, and wish to vote in person,at that time, 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 Officer 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, 2016:12, 2021: OUR 2016 PROXY STATEMENT, 20152020

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, 2016.15, 2021. 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 or during the meeting as described on your proxy card.

Online Access to Proxy Materials

The Proxy Statement, 20152020 Annual Report and Notice of Annual Meeting are available with your 16-digit control number atHTTP:http://WWW.PROXYVOTE.COM.www.proxyvote.com.

Election of Directors

This year, we are recommending the election of seven (7)eight (8) nominees to the Board:

Five of the seveneight nominees are “independent” under the NASDAQThe Nasdaq Stock Market (“NASDAQ”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:

(ii)

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, 2016.2021.

Amendment to Certificate of Incorporation

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

Say-on-Pay

We are recommending the approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers in 2020, as reported in the Proxy Statement.

(iii)

TABLE OF CONTENTS

The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

PROXY STATEMENT

FOR THE 20162021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 18, 201612, 2021 at 10:00 a.m., Eastern Daylight Time in an Online Virtual Format

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 20162021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 18, 201612, 2021 at 10:00 a.m., Eastern Daylight Time, at ExOne’s principal executive offices, 127 Industry Boulevard, North Huntingdon, Pennsylvania 15642.in an online virtual format.

You are invited to attendparticipate in the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attendparticipate in the meeting to vote your shares. If you are a registered holder, you may vote in advance of the meeting 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 Notice of Internet NoticeAvailability of Proxy Materials (the “Internet Notice”) or a full set paper copy of this Proxy Statement, together with our 20152020 Annual Report, the Notice of Annual Meeting and the accompanying proxy card on or about April 8, 2016.1, 2021.

Copies of our 20152020 Annual Report furnished to our stockholders do not contain copies of exhibits to our Annual Report on Form 10-K for the year ended December 31, 2015.2020. 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 the Form 10-K for the year ended December 31, 20152020 which is availablecan be accessed on ExOne’s corporate website atwww.exone.com. Stockholders may also obtain copies of exhibits without charge by contacting our Executive Vice President, Chief Legal Officer and Corporate Secretary at (724) 863-9663.

We will also post this Proxy Statement, our 20152020 Annual Report and the Notice of Annual Meeting on the Internet atHTTP:http://WWW.PROXYVOTE.COMwww.proxyvote.com on or about April 8, 2016,1, 2021, 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 20152020 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, 20152020 Annual Report, Notice of Annual Meeting and proxy card.

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

Only stockholders of record at the close of business on March 29, 201615, 2021 are entitled to vote at the Annual Meeting. OnAt the close of business on the record date, there were 16,067,95422,073,724 shares of ExOne common stockCommon Stock (“Common 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, 201615, 2021 for each matter to be voted on at the Annual Meeting.

A complete list of the stockholders of the Company as of the record date is available and open for examination by stockholders of the Company through the Annual Meeting date and will be available for viewing at the Annual Meeting through the meeting website. In light of current stay-at-home and similar orders resulting from the ongoing COVID-19 pandemic, you may send a written request to us if you desire to examine the stockholder list in advance of the Annual Meeting, and we will make arrangements to accommodate your request. Please submit this request, along with proof of stock ownership, in an email to us through our website at www.investor.exone.com/contact-us.

How can I access the proxy materials over the Internet?

An electronic copy of this Proxy Statement, the 20152020 Annual Report and the Notice of Annual Meeting are available with your 16-digit control number atHTTP:http://WWW.PROXYVOTE.COMwww.proxyvote.com.

What proposals are being considered?

There are twofour 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.

Stockholder of Record (Shares Registered in Your Name) – — If on March 29, 2016,15, 2021, 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 persononline at the Annual Meeting. Regardless of whether you plan to attendparticipate in the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attendparticipate in the meeting and vote in persononline during the meeting 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, 2016,15, 2021, 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. 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, 201615, 2021 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)eight (8) 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, 2016.2021, “For” the approval of the amendment to the Certificate of Incorporation, and “For” the advisory approval of the compensation paid to the Company’s named executive officers in 2020. 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.

WhatHow do I needparticipate in the virtual online Annual Meeting?

We are conducting a virtual online Annual Meeting this year so our stockholders can participate from any geographic location with Internet connectivity, which we believe is important in light of the COVID-19 pandemic and to dosupport the health and well-being of our stockholders, directors and employees. We have designed the format of the virtual online Annual Meeting to attendprovide stockholders the same ability to participate that they would have at an in-person meeting.

To participate in the Annual Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/XONE2021 and enter the 16-digit control number found on your proxy card, voting instruction form or Internet Notice. Once admitted, during the Annual Meeting, you may vote, submit questions and view the list of stockholders entitled to vote at the Annual Meeting by following the instructions available on the meeting website.

Access to the meeting platform will begin at 9:50 a.m. EDT on May 12, 2021. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting website login page at www.virtualshareholdermeeting.com/XONE2021. Technical support will be available beginning at 9:30 a.m. EDT on May 12, 2021 and will remain available until the meeting has ended.

Rules for the conduct of the Annual Meeting will be available on the meeting website. To obtain a copy of the rules of conduct for the Annual Meeting in person?

Space foradvance of the Annual Meeting, is limited. Therefore, admission will be on a first-come, first-served basis. Registration will openplease submit an email to us through our website at 9:00 a.m. Eastern Daylight Time, andwww.investor.exone.com/contact-us.

Regardless of whether you plan to participate in the Annual Meeting, will begin at 10:00 a.m. Each stockholder shouldit is important that your shares be prepared to present:

Use of cameras, recording devices, computersrepresented and other electronic devices, such as smart phones and tablets, are not permittedvoted at the Annual Meeting. Photography and video are prohibited atAccordingly, we encourage you vote in advance of the Annual Meeting.

Please allow ample time for check-in. Please note that large bags and packages are not allowedMeeting at the Annual Meeting. Persons may be subject to search.www.proxyvote.com.

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 revoke your proxy and 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:

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.

You may attendProposal 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, 2021 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 person by ballot. Simply attending the meeting will not, by itself, revoke your proxy.

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 majority2021.

Proposal No. 3: “For” approval of the shares represented atamendment to the Annual Meeting and entitledCertificate of Incorporation 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 outcomespecifically allow for stockholder removal of this proposal.directors either with or without cause.

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 2020, 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 virtually at the meeting or represented by proxy. OnAt the close of business on the record date, there were 16,067,95422,073,724 shares of Common Stock outstanding and entitled to vote. This means that at least 8,033,97811,036,863 shares must be represented by stockholders present virtually 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 atattend the meeting.virtual online Annual 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 on Form 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 on Form 8-K within four business days following the Annual Meeting, and will file an amended Current Report on Form 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 20172022 Annual Meeting of Stockholders?

Our 20172022 Annual Meeting of Stockholders will be held on May 17, 201711, 2022 at 10:00 a.m. To be included in our Proxy Statement for the 20162022 Annual Meeting of Stockholders, stockholder proposals must comply with the requirements of Rule 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, 2016,2, 2021, 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 20172022 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 20172022 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 20172022 Annual Meeting, such notice must be received by ExOne no sooner than January 17, 201711, 2022 and no later than February 22, 2017.15, 2022.

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 Director Nomination Process.”

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

WeFollowing the SEC’s amendment to the definition of “smaller reporting company” in Rule 12b-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 seveneight (8) nominees for election to the Board for consideration at the Annual Meeting; our Board has approved the nominees. Seven (7) of the nominees are current members of the Board, and Mr. Camuti is a new nominee for his first term on the Board. Mr. Camuti was recommended as a director nominee by a non-management director and was subsequently vetted by the Board. Lloyd A. Semple is retiring and will not stand for re-election at the end of his current director term. Each nominee elected as a director at the Annual Meeting will continue to serve until the 20172022 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 and director nominees 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 and director nominee 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” or “Against” the election of each director, or may abstain from voting with respect to any director nominee. Abstentions and broker non-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:

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 is15, 2021. Each elected annually.officer holds office until his or her successor has been duly elected or until his or her earlier death, resignation or removal.

S. Kent RockwellJohn F. Hartner — Mr. Rockwell’sHartner’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 Officersince April 2020 in addition to her roles as our General Counsel and Corporate Secretary, which she has held since December 2014, and she previously served as our Chief Legal Officer and Corporate Secretary beginning 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 2011 and Buchanan Ingersoll & Rooney PC from 1988 until 2002, where she became a partner after starting as an associate with the firm.October 2017. Ms. Dillon has served on the Board of Directors of Mylan N.V., a global pharmaceutical company, since May 2014. She also serves on the Mylan Board’s Compliance Committee. Ms. Dillon was the former Chair,Benec co-founded and currently serves as the Audit Committee Chair,Co-Ambassador of the Allegheny District chapterWomen in 3D Printing – Pittsburgh Chapter. From November 2016 to June 2020, Ms. Benec provided occasional corporate and commercial 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 Howmet Aerospace Inc.), a NYSE-listed global supplier of the National Multiple Sclerosis Society. She also is a Vice President of the Wine & Spirits Advisory Counciladvanced titanium products primarily to the Pennsylvania Liquor Control Board.

Rainer Hoechsmann — Mr. Hoechsmann hascommercial aerospace market, from July 2010 to August 2015, and also served as Chief Development Officer since January 2014,its Secretary from April 2013 to August 2015 and also has served as General Managerits Director of ExOne GmbH,Corporate Governance from July 2010 to April 2013. Prior to RTI, Ms. Benec enjoyed a subsidiarymore than twelve-year career in the law department of ExOne, since 2003. He is responsible for our operations in Europe.Mr. Hoechsmann is the inventor and co-inventor of certain AM technology covered byH. J. Heinz Company (now The Kraft Heinz Company), 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, one of the first companies implementing 3D printing applications. Mr. Hoechsmann hasNYSE-listed global packaged food company. Ms. Benec received a number of industry awards, includingB.A. in History with High Honors, cum laude, from Dartmouth College in 1992 and a J.D., cum laude, from the OCE Printing Award from OCE Printers AG, the Technical University of Munich Award for 3D Printing and the McKinsey & Company Start-Up Award. He is a memberPittsburgh School of the Association of German Engineers.Law in 1995.

Rick D. Lucas — Mr. Lucas has served as our Chief Technology Officer since June 2012. He served in2012 and as our Vice President of New Markets since January 2019. Prior to joining ExOne, he held various positions from October 2001 to June 2012 at Touchstone Research Laboratory, a broad-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. SmithDouglas D. Zemba — Mr. SmithZemba has served as our Chief Financial Officer and Treasurer since July 2018, and he previously served as our Chief Accounting Officer from March 2013 to July 2018. Mr. Zemba joined the Company in January 2014.2013 as Director of Finance shortly before the Company’s initial public offering in February 2013. Prior to joining the Company, Mr. Smith previouslyZemba was an Assurance Client Service Partnera Senior Manager in the Assurance practice of the Pittsburgh, Pennsylvania office of PricewaterhouseCoopers LLP (“PwC”). Mr. SmithZemba joined PwC in 1984, was admitted as a Partner2003 holding various positions within the Assurance practice servicing both public and private clients in 1995, and spent several years working in a PwC advisory business assistingthe manufacturing, industrial products, healthcare and energy companies with internal control reviews, system implementations, process transformation and change management.metals industries. Mr. Smith held various leadership roles within PwC, including leading initiatives in specific consumer and industrial product sectors. Mr. Smith is a Certified Public Accountant andZemba 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 seveneight (8) members. OurEach of our current directors (if(other than Mr. Semple, who is retiring as of the Annual Meeting) and Mr. Camuti, our new director nominee, if elected at the Annual Meeting)Meeting, will continue to serve until the 20172022 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.Nasdaq. The Board determined in February 20162021 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.Nasdaq. The Board also determined that Gregory F. Pashke,Mr. Camuti, a nominee for election to the Board, will also qualify as an independent director in accordance with the NASDAQpublished listing requirements of Nasdaq if he is elected to the Board at the 20162021 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 NASDAQNasdaq 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 20162021 Annual Meeting, we will have five (5) out of seveneight (8) independent directors on the Board, and each committeethe Audit, Compensation and Nominating and Governance Committees 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, S. Kent Rockwell serves as both our Chairman and Chief Executive Officer. 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 of the Company, the Board believes that Mr. Rockwell is uniquely positioned to serve as Chairman is inand continue to take the best interest of our stockholders. We believe this structure makeslead on strategic planning for the best use of Mr. Rockwell’s extensive knowledge of ExOne, our strategic initiativesCompany and our industryleading the Board by setting Board agendas and presiding at Board meetings. The Company’s Chief Executive Officer, John F. Hartner, also fosters real-time communication between management andserves as a director on the Board.

The Board also has always elected Mr. Semple to serve as thea Lead Director from one of our independent directors. Asdirectors, which is an important role for our Company to provide 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. Since 2013, Lloyd A. Semple has served as our Lead Director. On February 2, 2021, Mr. Semple notified the Board of his decision to retire at the end of his current director term on May 12, 2021 and not stand for reelection at the Annual Meeting. Following the election of directors at the Annual Meeting, the Board intends to elect an independent director as its new Lead Director. The Lead Director, Mr. Semple:among other things:

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 the day-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.

Approach to Environmental, Social & Governance (ESG) Issues

From its inception, the Company has recognized, and been driven by, the sustainability benefits that our binder jet 3D printing process delivers over traditional subtractive manufacturing methods. Our technology fabricates parts and products with reduced waste, delivering an estimated material efficiency rate up to 96%¹, while simultaneously enabling all-new lightweight and consolidated part designs that were not previously manufacturable. Binder jetting can also produce parts at high speeds, relatively low per-unit prices, and volumes that can enable widespread use of this sustainable technology.

During 2020, the Company adopted a vision statement “Sustainable Manufacturing Without Limitations” that expresses our goal of delivering manufacturing technology that is sustainable and reduces or eliminates the constraints of traditional manufacturing. Also during the year, we introduced the “#makemetalgreen” campaign to educate the market about the sustainability benefits of binder jet technology. In order to further validate the sustainability benefits of binder jet technology, on January 21, 2021, the Company further announced it had become a founding member of the Additive Manufacturer Green Trade Association (AMGTA), an organization that promotes the environmental benefits of additive manufacturing in a variety of ways, including through rigorous and independent ongoing research.

In addition, in 2020, we created a committee of senior executives to oversee the Company’s environmental, social and governance (“ESG”) initiatives and disclosures. Over fiscal year 2020, we have begun to track certain environmental metrics globally, such as scrap waste, to facilitate our future reporting of our efforts.

In the next twelve (12) months, the ESG committee will continue to focus on environmental sustainability by continuing to gather data and information, including establishing baselines that will be measured in the future, regarding:

The ESG committee will also continue to research and will ultimately choose a reporting standard and develop disclosures for our website.

Information Regarding the Board and its Committees

Our Board has established four committees: an Audit Committee, a Compensation Committee and a Nominating and Governance CommitteeCommittee. In addition, from time to time our Board establishes ad-hoc committees to address potential financings or transactions, and a Strategic Oversight Committee.other matters.

The following table provides membership information for each of the Board committeesAudit, Compensation and Nominating and Governance Committees as of March 29, 2016:15, 2021:

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

During 2015,2020, the Board met 13eleven (11) 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 2015,2020, 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.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) of Regulation S-K and that they,he, therefore, also satisfysatisfies the “financial sophistication” requirement of the NASDAQNasdaq 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 2015,2020, the Compensation Committee met fivefour (4) times. The current members of our Compensation Committee are Messrs. KilmerSemple, Strome and SempleThiltgen 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.

Nasdaq. Ms. Wachtel currently chairs the Compensation Committee. Each of the members also is a “non-employee“non-employee director” within the meaning of Rule 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, hethe Chief Executive Officer makes recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees, and he 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 2020, 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 NASDAQNasdaq listing requirements.

Compensation Committee Interlocks and Insider Participation

None of Ms. Wachtel, Mr. Kilmer,Strome, Mr. Semple or Mr. Semple,Thiltgen, 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 2015,2020, the Nominating and Governance Committee met fourtwo (2) times. The current members of our Nominating and Governance Committee are Messrs. Pashke, Semple, KilmerStrome and Sellier,Thiltgen, each of whom is independent under the listing standards of NASDAQ.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 current make-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 Officer 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 then-current directors and director nominees attended the 20152020 virtual online Annual Meeting of Stockholders. Directors and director nominees are encouraged, but not required, to attend the 2016virtual online 2021 Annual Meeting of Stockholders.

Anti-Hedging Policy

All of our employees, officers and directors are prohibited (in our Insider Trading Policy) from (i) entering into hedging or monetization transactions or similar arrangements with respect to the Company securities, (ii) making short sales of the Company’s securities, and (iii) purchasing or selling options, puts, calls, or other derivative securities that are directly linked to the Company’s securities. The Company’s securities include the Common Stock, warrants, options and any other securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company.

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 persons” under the policy include (i) any person who is, or at any time since the beginning of ExOne’s last fiscal year was, a director, director nominee or executive officer of ExOne, (ii) any person who is known to be the beneficial owner of more than 5% of any class of ExOne’s voting securities, and (iii) any immediate family member of any of the foregoing persons.

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 and Chief Executive Officerof the Company (a related person), on at such date and is currently the Chairman of the Board, 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 to the Company for working capital and general corporate purposes. Prior to execution, theThe Credit Agreement was subject to reviewprovided a credit facility for a term of three years (through March 12, 2021), bearing interest at a rate of one month LIBOR plus an applicable margin of 500 basis points (5.1% at December 31, 2020 and approval by6.8% at December 31, 2019). The Credit Agreement required a commitment fee of 75 basis points, or 0.75%, on the Audit Committee and the independent membersunused portion of the Board. The Company incurred approximately $215,000facility, payable monthly in deferred financing costs associated with the Credit Agreement.

There were no borrowingsarrears. In addition, an up-front commitment fee of 125 basis points, or 1.25% (approximately $187,500), was required at closing. Borrowings under the Credit Agreement from October 23, 2015 through December 31, 2015. Forwere collateralized by the year ended December 31, 2015,accounts receivable, inventories and machinery and equipment of the Company recorded interest expense relatingLoan Parties.

On February 18, 2020, the Loan Parties and LBM entered into a First Amendment to the Credit Agreement (the “Amendment”) which (i) reduced the available capacity under the revolving credit facility to $10,000,000, (ii) extended the term of approximately $39,000, of which approximately $28,000 was related tothe credit facility until March 31, 2024, (iii) increased the commitment fee to 100 basis points, or 1.00%, on the unused portion of the revolving credit facility, (100 basis points,and (iv) provided a process for the replacement of the LIBOR index after 2021. In addition, the accounts receivable of ExOne GmbH no longer served as collateral for borrowings under the amended revolving credit facility.

Borrowings under the credit facility were required to be made in minimum increments of $1,000,000. The Company could also make prepayments against outstanding borrowings under the amended Credit Agreement at any time without penalty.

The Company did not consider the Credit Agreement, as amended, indicative of a fair market value lending, as LBM was determined to be a related person based on common control by Mr. Rockwell. Mr. Rockwell is the indirect sole owner of LBM. Prior to execution, each of the Credit Agreement and the Amendment was reviewed and approved by the Audit Committee, in accordance with The ExOne Company Policy and Procedures with Respect to Related Person Transactions, and subsequently by a sub-committee of independent members of the Board. At the time of execution of the original 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 were available to the Company upon its submission to the escrow agent of a loan request. Such proceeds were not available to LBM until payment in-full of the obligations under the Credit Agreement and termination of the Credit Agreement. Payments of principal and other obligations were to be made to the escrow agent, while interest payments were to be made directly to LBM. Provided there existed no potential default or 1.0%event of default, the Credit Agreement and Escrow Agreement prohibited any acceleration of repayment of any amount outstanding under the Credit Agreement and prohibited termination of the Credit Agreement or withdrawal from escrow of any unused portion of the available loan proceeds.

During 2020, there were no borrowings under the Credit Agreement. During 2019, the Company had borrowings of $4,000,000 under the Credit Agreement, all of which were subsequently repaid prior to December 31, 2019. At December 31, 2020 and December 31, 2019, the total estimated value of collateral was in significant excess of the maximum borrowing capacity under the Credit Agreement.

During the year ended December 31, 2020, the Company incurred approximately $103,000 in commitment fees on the unused portion of the revolving credit facility) and $11,000facility, of which $94,000 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, 2016,2020. The remaining amount payable at December 31, 2020 was subsequently paid by the Company delivered notice to RHI of its intent to terminatein January 2021. The Company did not incur any interest under the Credit Agreement in connection withcredit facility during the closing of a registered direct offering of common equity to a separate entity under common control by Mr. Rockwell (see further discussion below). Thereyear ended December 31, 2020, as there were no borrowings in 2020. During the year ended December 31, 2019, the Company incurred approximately $66,000 in interest relating to borrowings under the Credit Agreement from January 1, 2016 through the effective date of its termination, January 13, 2016. In connection

with the termination, the Company paid in-full its remaining accrued interest under the Credit Agreement of approximately $5,000 relating to thecredit facility and $106,000 in commitment feefees on the unused portion of the credit facility, of which $144,000 was paid at December 31, 2019. The remaining amount payable at December 31, 2019 was subsequently paid by the Company in January 2020.

The Company could terminate or reduce the credit commitment at any time during the term of the amended Credit Agreement without penalty. On March 5, 2021, the Company terminated the revolving credit facility. In addition, during the quarter ending March 31, 2016, the Company will record approximately $204,000 to interest expense related to the accelerated amortization of previously deferred financing costs. Upon termination of the Credit Agreement, all liens and guaranties in respect thereof were released.

DIRECTOR COMPENSATION

20152020 Director Compensation

Our Nominating and Governance Committee of the Board is responsible for reviewing and setting the compensation of our directors. TheInFebruary 2020, the Nominating and Governance Committee approved, and our non-employee directors received, the following compensation for 2015:2020:

On March 30, 2020, in light of the economic and financial conditions caused by the COVID-19 pandemic, the Board determined to reduce by 20% the cash portion of their director fees for at least the second quarter of fiscal year 2020. In light of the improving economic and market conditions, the full cash portion of their director fees was reinstated for the third and fourth quarters of 2020.

The following table shows the compensation paid to our non-employee directors in 2015.2020.

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 the one-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 compensationequity award until a total minimum value equal to two times such director’s annual retainer is reached. After the minimum value is reached, the director may sell shares that exceed that threshold.

Anti-Hedging and Anti-Pledging Policies

See pages 22 and 33 for serving as a director. In 2015, Mr. Sack served as a non-employee director through March 10, 2015. He resigned as a director on March 10, 2015 to serve as Presidentdescription of the Company. All compensation paidCompany’s anti-hedging and anti-pledging policies applicable to Mr. Sack in 2015 is included in the Summary Compensation Table below.directors.

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, 2021, 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 it 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 ofDisclosure about executive compensation is required in this discussion, we define “Named Executive Officers”Proxy Statement for:

For purposes of this discussion and throughout the Proxy Statement, we define “Named Executive Officers” to include Messrs. Hartner, Zemba and Lucas. 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.

The Compensation Committee’s goal when consideringCommittee codified ExOne’s compensation goals and governing principals through adoption of a written Pay Philosophy Governing Executive Compensation (the “Pay Philosophy”), which it reviews and amends annually, if necessary. 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 philosophy 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,stockholders through equity ownership. Our Chairman and our Chairman andformer Chief Executive Officer, Mr. Rockwell, is ExOne’s largest beneficial owner (as the beneficial owner of more than 28%approximately 19.4% of our outstanding Common Stock as of March 29, 2016)15, 2021). 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. In addition, the Compensation Committee has adopted a stock ownership and retention policy applicable to our Section 16 executive officers, among others, which is described below under “Stock Ownership and Retention Policy and Equity Grant Practices.”

20152020 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 2020, 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 None of Mr. Sack as Presidentour Named Executive Officers had salary increases in March 2015 and Related Compensation Actions

Mr. Sack began serving as the President2020. In fact, in light of the Company on March 16, 2015. Mr. Sack previously served as a membereconomic and market uncertainties caused by the COVID-19 pandemic, their base salaries were reduced by 20% for most of the ExOne Boardsecond quarter of 2020, and as20% of their base salaries for the Chairthird and fourth quarters of 2020 was delivered in 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 sharesform of restricted stock which fullyawards made on August 10, 2020 that vested one-halfon February 6, 2016.September 30, 2020 and one-half on December 31, 2020.

In connection with his appointment as President of the Company,On August 5, 2020, the Compensation Committee determinedapproved awards of additional discretionary restricted stock to pay Mr. Sackbe made on August 10, 2020 to Messrs. Hartner, Lucas and Zemba as long-term 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.

Also on August 5, 2020, an annual baseadditional discretionary award of restricted stock was approved to be made on August 10, 2020 to each of Messrs. Hartner, Lucas and Zemba in recognition of their productive and proactive response to the COVID-19 pandemic. The Compensation Committee recognized their achievements in acting promptly in response to the environment changed by the COVID-19 pandemic to (a) conserve cash and access government programs and the capital markets to the extent available to the Company; and (b) streamline and restructure headcount to reduce expenses, including implementation of a 20% salary of $300,000.reduction for the leadership team during the second quarter, while maintaining key marketing and development priorities to allow the Company to preserve and strengthen its post-pandemic market position. The Compensation Committee also approved an additionaltook note that the metrics specified in the Company’s 2020 annual incentive program would not be achievable due to the depressed economy and the suppression of travel necessary for the implementation of foreign sales. The awards were equal to approximately 50% of the value of the long-term equity award to Mr. Sack of 5,000 shares ofincentive awards made the same day and on the same terms.

See “— Summary Compensation Table” and “— Outstanding Equity Awards at December 31, 2020” for more information about these restricted stock on March 16, 2015, which vests in three equal installments over a three year period.awards.

The Compensation Committee made no awards pursuant to the 2020 annual incentive program, as the Company’s threshold performance goals under the program were not met (described further below).

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.

See “— Summary Compensation Table” and “— Outstanding Equity Awards at December 31, 2020” for information about the awards made to the Named Executive Officers in 2020 under the 2013 Equity Incentive Plan.

2015 Umbrella2020 Annual Incentive PlanProgram

TheOn February 5, 2020, the Compensation Committee adopted the 2015 Umbrella Annual Incentive Plan in March 2015. 2020 annual incentive program for senior executives (the “2020 AIP”).

2020 AIP Design

The plan was structured as a subplan2020 AIP provided an opportunity for performance-based compensation to the senior executive officers of the 2013 Equity Incentive Plan.

Company (each an “Executive”). The 2015 Umbrella Annual Incentive Plan was an umbrella plan that provided a bonus opportunity to ExOne employees selected by the Compensation Committee, which include the Chairman and Chief Executive Officer and other Named Executive Officers. The bonus opportunitytarget annual incentive award for each employeeExecutive was expressed as a percentage of base salary. Paymentsalary: 65% for Mr. Hartner and 50% for Messrs. Lucas and Zemba, with the potential of up to 180% of the bonustarget annual incentive award being earned at the maximum performance level (discussed below). Achievement of the award was conditioned on the Company meeting targetedcertain goals for fiscal year 2020 relating to revenue and gross profit goalsAdjusted EBITDA, which is defined as net income (loss) (as calculated under accounting principles generally accepted in the United States (“GAAP”) plus interest expense, provision (benefit) for 2015. Payment against each financialincome taxes, depreciation and amortization, adjusted by equity-based compensation, and other (income) expense-net (“Adjusted EBITDA”)*.

The actual award was to be determined based on performance measure was conditionedtaking into account the Company achievingCompany’s achievement of revenue results and Adjusted EBITDA with the threshold performance, target performance and maximum performance levels set forth below.

Performance Goals for 2020 Annual Incentive Program

The Committee also retained negative discretion to adjust any payment amounts resulting in a minimum threshold of 95% ofreduction in the performance target. Thereafter,final award.

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 goalsCommon Stock on the date of payment under the 2015 Umbrella Annual2013 Equity Incentive Plan. AsThe performance period began January 1, 2020 and ended on December 31, 2020.

Fiscal Year 2020 Financial Performance

For the year ended December 31, 2020, the Company reported revenue of $59.3 million, net loss of $14.9 million and Adjusted EBITDA of a result, no employee received an incentive award$10.4 million loss.

Payout of Performance Awards

No awards to the Executives were made under the 2015 Umbrella Annual Incentive Plan.2020 AIP, as the Company’s performance goals were not met for the performance period.

Limited PerquisitesSay-on-Pay Vote

The Company does not provide any perquisitesheld a say-on-pay vote of our stockholders at last year’s 2020 Annual Meeting of Stockholders. Of the votes cast by our stockholders, over 97% were in favor of our 2020 executive compensation program. While we believe we have a fair and effective compensation program, we are pleased to its Chief Executive Officer other than a Company contributionreceive this vote of confidence from our stockholders. The results of the say-on-pay vote informed our annual evaluation of our Pay Philosophy, which was only modified for conforming changes. The Compensation Committee and our senior management will continue to a 401(k) retirement plan sponsored byconsider stockholder input, including the Company. The Company provides a car allowance to Mr. Smithresults of future advisory say-on-pay votes, as further described inwe evaluate the Summary Compensation Table.

Benefits

We providefuture design of our executive compensation programs and the specific compensation decisions for each of our Named Executive Officers with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program.Officers.

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 “SectionSection 16 Officer”,executive officer, or in which any current or former Section 16 Officerexecutive 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. RockwellJohn F. Hartner. OurFrom November 6, 2018 to May 15, 2019, Mr. Hartner was an at-will employee and did not have an individual employment, agreement withseverance or change-of-control agreement. As was set forth in his offer letter, Mr. Rockwell automatically extended for an additional one year term ending on September 1, 2016, and will continue 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 is entitled to receiveHartner received an annual base salary of $300,000 and iswas eligible to participate in an annual bonus planplans for senior executives on terms established from time to time by the Board. DuringBoard or its Compensation Committee. Mr. Hartner was also entitled to reimbursement for his commuting and living expenses for his initial six-month employment period.

On May 15, 2019, the term of theCompany entered into an employment agreement with Mr. RockwellHartner (the “Employment Agreement”) with an initial two-year term, subject to automatic extension for additional one-year periods. Under

the Employment Agreement, Mr. Hartner earns an initial annual base salary of $375,000, and is 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 from time-to-time by the Board or its Compensation Committee. Mr. Hartner is also entitled to participate in all employee benefit and fringe benefit plans and arrangements made available by the Company to its executive employees, and is also eligible to participate in the Company’s Change of Control Severance Plan at Tier I. In April 2020, in response to the Company’s employees generally or its executives.economic effects of the COVID-19 pandemic, the Company and Mr. Hartner amended the Employment Agreement to provide for the 20% reduction in Mr. Hartner’s base salary for the second quarter of fiscal year 2020, effective April 6, 2020 and thereafter as mutually agreed by the parties. In August 2020, Mr. Hartner received a restricted stock grant to replace the reduction in his base salary for the third and fourth quarters of 2020, which vested one-half on September 30, 2020 and one-half on December 31, 2020 (as described above). Mr. Hartner’s full base salary was restored in January 2021.

The employment agreementEmployment Agreement provides, among other matters, that if the executive resignsMr. Hartner terminates his employment for “good reason” (as defined in the employment agreement)Employment Agreement) or is terminated without “cause” (as defined in the employment agreement)Employment Agreement), and in each such case he has timely delivered a release of claims, he isMr. Hartner will be entitled to receive, among other severance payments and benefits, an amount equal to one timesyear of his then-current base salary and one timesa pro-rata portion of his bonus for the target annual bonus amount (subject to his compliance with the confidentiality, non-competition and non-solicitation restrictions set forth in the employment agreement)year of termination and payment of the executive’shis COBRA health insurance continuation premium for the COBRA continuation period (generally 18 months) or until such time as the executiveMr. Hartner is employed, whichever is earlier. The confidentiality provisions surviveMr. Hartner is also subject to non-competition and non-solicitation restrictions during the terminationterm of Mr. Rockwell’shis employment with usthe Company and the non-competition and non-solicitation provisions survive for a period of two years following the termination of his employment.

Mr. Sack. 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.thereafter.

Mr. SmithRick Lucas. Mr. Smith serves at the will of the Chief Executive OfficerLucas is an at-will employee and does not have an individual employment, severance or change-of-control agreement. His base salary is $200,000 and he received a $12,000 car allowance in 2020. In response to the economic effects of the COVID-19 pandemic, Mr. Lucas’ base salary was reduced by 20% for most of the second quarter of 2020, and the 20% reduction of his base salary for the third and fourth quarters of 2020 was replaced with a restricted stock grant made in August 2020 that vested one-half on September 30, 2020 and one-half on December 31, 2020 (described above). Mr. Lucas’ full base salary was restored in January 2021.

Douglas D. Zemba. Mr. Zemba is an at-will employee and does not have an individual employment, severance or change-of-control agreement. Until May 15, 2019, Mr. Zemba received an annual base salary of $225,000, and thereafter received an annual base salary of $250,000. In response to the economic effects of the COVID-19 pandemic, Mr. Zemba’s base salary was reduced by 20% for most of the second quarter of 2020, and the 20% reduction of his base salary for the third and fourth quarters of 2020 was replaced with a restricted stock grant made in August 2020 that vested one-half on September 30, 2020 and one-half on December 31, 2020 (described above). Mr. Zemba’s full base salary was restored in January 2021.

Tax DeductibilityChange of CompensationControl Severance Plan

In August 2017, the Compensation Committee adopted The ExOne Company Change of Control Severance Plan (as amended, the “Severance Plan”). The Severance Plan provides certain “double trigger” benefits to participants under the plan in the event of a change of control of ExOne followed by the participant’s termination of employment from ExOne, as explained below. 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, 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 least two-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 public companymajority 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 limitednot 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 $1 million deductionmajority of the Board or the entity that directly or indirectly controls the Company after such merger or consolidation.

Under the Severance Plan, a termination for compensation paid“good reason” by a participant will be deemed to itsoccur if it occurs within six months of any of the following without the participant’s express written consent:

No Section 280G excise tax gross-up or other tax gross-up is provided under the Severance Plan. Outside of the protection period, the Severance Plan is subject to termination or amendment by the Board or the Compensation Committee.

Among our Named Executive Officers, our Chief Executive Officer, or any of its threeJohn F. Hartner, is defined as a Tier I employee and no other most highly compensated executive officers (other than theExecutives are expected to be named in this Tier. Our Chief Financial Officer) whoOfficer, Douglas D. Zemba, and our Chief Technology Officer, Rick Lucas, are employed at year-end. This limitation does not applyTier II employees.

On August 8, 2018, the Compensation 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 20162021 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 20142020 and 20152019 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, 2015 (collectively, the “Named2020 (except for Mr. Lucas, who became a Named Executive Officers”)Officer in 2020).

Outstanding Equity Awards at December 31, 20152020

The following table sets forth all shares of unvested restricted stock that were awarded to ouroutstanding equity awards held by the 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, 2015.2020.

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

The Audit CommitteePAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR 2020

Our stockholders have the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers in 2020, 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 2020, as disclosed in this Proxy Statement under the heading “Compensation of Named Executive Officers — Compensation Discussion and Analysis,” 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 of Schneider Downs &Named Executive Officers — Compensation Discussion and Analysis” beginning on page 29 of 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 2020, the Compensation Committee instituted the 2020 AIP with target goals for revenue and Adjusted EBITDA (as described previously beginning on page 31). The payouts to the senior executives were to be present atpaid 100% in Common Stock. As further described in “Compensation Discussion and Analysis,” due to the Annual Meeting. They will have an opportunityCompany’s financial performance, the Compensation Committee did not authorize a payout under the 2020 AIP.

In April 2020, the Compensation Committee decided 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 ratificationreduce the salary of the appointmentNamed Executive Officers by 20% in light of Schneider Downs & Company, Inc.the economic conditions caused by the COVID-19 pandemic. In August 2020, the 20% salary reduction was replaced by awards of restricted stock that vested one-half on September 30, 2020 and one-half on December 31, 2020.

The Compensation Committee also continued the practice of using long-term equity incentive awards (stock options and restricted stock) as a significant portion of total compensation, in order to retain and motivate management and to align management’s interests with the long-term interests of our independent registered public accounting firm. However,stockholders. In light of the Board is submitting the appointment of Schneider Downs & Company, Inc.productive and proactive response to the stockholders for ratification asCOVID-19 pandemic, in August 2020, the Compensation Committee granted a matterdiscretionary amount of good corporate practice. Ifrestricted stock to the stockholders fail to ratifyNamed Executive Officers.

Our Board believes these compensation decisions reward performance and ensure that the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee 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 bestlong-term interests of ExOneour stockholders are served, and therefore asks for the support of our stockholders.stockholders in approving the compensation of our Named Executive Officers.

RatificationVote Required

Approval of the appointment of Schneider Downs & Company, Inc.compensation paid to the Company’s Named Executive Officers in 2020, as ExOne’s independent registered public accounting firm for the year ending December 31, 2016reported in this 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” or “Against,” or may abstain from voting, with respect to this Proposal No. 4. Abstentions will have the same effect as an “Against” vote.“Against” votes. Because broker non-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 in 2020 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 is non-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.

After our stockholders voted in 2019, on an advisory basis, on the frequency of this advisory vote on compensation, the Company elected to hold future advisory votes on compensation on an annual basis until the next stockholder advisory vote on frequency, which we expect will be conducted at our Annual Meeting of Stockholders in 2025.

The Board Recommends a Vote “FOR” the RatificationApproval of the Appointment of Schneider Downs & Company, Inc.Compensation Paid to the Company’s Named Executive Officers in 2020, as ExOne’s Independent Registered Public Accounting Firm forReported in the Year Ending December 31, 2016.Proxy Statement.