UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

☒   Filed by the Registrant  

☐    Filed by a Party other than the Registrant  

Check the appropriate box:

The ExOne Company

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 16, 201813, 2020

Dear Stockholder:

You are cordially invited to attend the 20182020 Annual Meeting of Stockholders of The ExOne Company (“ExOne” or the “Company”). The meeting will be held on May 16, 201813, 2020 at 10:00 a.m., Eastern Daylight Time, at ExOne’s principal executive offices, 127 Industry Boulevard, North Huntingdon, Pennsylvania 15642.* At the meeting, holders of ExOne’s issued and outstanding common stock (NASDAQ:(Nasdaq: XONE) will act upon the following matters:

(1) Election of six (6)eight (8) nominees to the Company’s Board of Directors identified in the accompanying Proxy Statement, each for a term that expires in 2019;2021;

(2) Ratification of the appointment of Schneider Downs & Co., Inc. as ExOne’sthe Company’s independent registered public accounting firm for the year ending December 31, 2018; and2020;

(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 anon-binding advisory basis, of the compensation paid to the Company’s named executive officers in 2019, 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 19, 2018.16, 2020. Only stockholders of record at the close of business on that date are entitled to receive notice of, to attend and to vote at, the Annual Meeting and any postponements or adjournments thereof.

This year, weWe are pleased to deliver our proxy materials to stockholders primarily over the Internet. Utilizing Internet delivery allows us to distribute our proxy materials in an environmentally responsible and cost-effective manner. On April 5, 2018,3, 2020, we mailed a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) to certain holders of record as of the record date, and posted our proxy materials on the website referenced in the Internet Notice. The Internet Notice explains how to access the proxy materials and the 20172019 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, 20172019 Annual Report, Notice of Annual Meeting and proxy card were enclosed. Your vote is very important, and we appreciate you taking the time to vote promptly. The proxy card contains instructions on how to vote by proxy, by telephone or through the Internet, or you may complete, sign and return the proxy card by mail.

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 16, 2018:13, 2020: OUR PROXY STATEMENT, 20172019

ANNUAL REPORT AND NOTICE OF ANNUAL MEETING ARE AVAILABLE WITH YOUR16-DIGIT

16-DIGITCONTROL NUMBER AT

HTTP://WWW.PROXYVOTE.COM.

PROXY SUMMARY

Meeting Information

*Special COVID-19 Note: We are monitoring the emerging public health impact of the coronavirus outbreak(COVID-19). The health and well-being of our employees, directors and stockholders are important. If public health developments warrant, we may determine it is necessary or appropriate to offer, or completely switch to, a virtual meeting format. Any such change will be announced in advance through a press release and the filing of additional proxy materials with the Securities and Exchange Commission. As always, we encourage you to vote your shares prior to the Annual Meeting.

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 Monday, March 19, 2018.16, 2020. To make sure that your shares are represented at the meeting, please cast your vote as soon as possible.

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

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

Online Access to Proxy Materials

The Proxy Statement, 20172019 Annual Report and Notice of Annual Meeting are available with your16-digit control number atHTTP://WWW.PROXYVOTE.COM.

Election of Directors

This year, we are recommending the election of six (6)eight (8) nominees to the Board:

FourFive of the sixeight nominees are “independent” under the NASDAQNasdaq Stock Market (“NASDAQ”Nasdaq”) rules.

Ratification of Independent Registered Accounting Firm

We are recommending the ratification of the appointment of Schneider Downs & Co., Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2018.2020.

Amendment to Certificate of Incorporation

We are recommending the approval of the amendment of 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 anon-binding advisory basis, of the compensation paid to the Company’s named executive officers in 2019, as reported in this Proxy Statement.

(iii)

TABLE OF CONTENTS

The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

PROXY STATEMENT

FOR THE 20182020 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 16, 201813, 2020 at 10:00 a.m., Eastern Daylight Time

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving these materials?

The Board of Directors (the “Board”) of The ExOne Company (“we,” the “Company,” or “ExOne”) is soliciting your proxy to vote at the 20182020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 16, 201813, 2020 at 10:00 a.m., Eastern Daylight Time, at ExOne’s principal executive offices, 127 Industry Boulevard, North Huntingdon, Pennsylvania 15642.*

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

We intend to mail to all stockholders of record entitled to vote at the Annual Meeting either the Internet Notice or a full set paper copy of this Proxy Statement, together with our 20172019 Annual Report, the Notice of Annual Meeting and the accompanying proxy card on or about April 5, 2018.3, 2020.

Copies of our 20172019 Annual Report furnished to our stockholders do not contain copies of exhibits to our Annual Report on Form10-K for the year ended December 31, 2017.2019. You can obtain copies of these exhibits electronically at the website of the Securities and Exchange Commission (the “SEC”) atwww.sec.gov or by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. TheCopies of the exhibits are also available as part of theForm 10-K for the year ended December 31, 20172019 which is availablecan be accessed on ExOne’s corporate website atwww.exone.com. www.exone.com. Stockholders may also obtain copies of exhibits without charge by contacting our General Counsel and Corporate Secretary at(724) 863-9663.

We will also post this Proxy Statement, our 20172019 Annual Report and the Notice of Annual Meeting on the Internet atHTTP://WWW.PROXYVOTE.COM on or about April 5, 2018,3, 2020, which you may access using your16-digit control number.

*SpecialCOVID-19 Note: We are monitoring the emerging public health impact of the coronavirus outbreak(COVID-19). The health and well-being of our employees, directors and stockholders are important. If public health developments warrant, we may determine it is necessary or appropriate to offer, or completely switch to, a virtual meeting format. Any such change will be announced in advance through a press release and the filing of additional proxy materials with the SEC. As always, we encourage you to vote your shares prior to the Annual Meeting.

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 20172019 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. 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.

As a stockholder of record, you may vote by proxy by telephone, over the Internet or by returning a proxy card, or you may vote in person at the Annual Meeting. Regardless of whether you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person if you have already voted by proxy.

Beneficial Owner (Shares Registered in the Name of a Broker, Bank or Other Nominee) — If on March 19, 2018,16, 2020, your shares were held in an account at a broker, bank, or other similar organization as your

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

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

*SpecialCOVID-19 Note: We are monitoring the emerging public health impact of the coronavirus outbreak(COVID-19). The health and well-being of our employees, directors and stockholders are important. If public health developments warrant, we may determine it is necessary or appropriate to offer, or completely switch to, a virtual meeting format. Any such change will be announced in advance through a press release and the filing of additional proxy materials with the SEC. As always, we encourage you to vote your shares prior to the Annual Meeting.

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.

How many votes are needed to approve each proposal?

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

Proposal No. 2. Ratification of the appointment of Schneider Downs & Co., Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2020 requires the affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote on this matter.

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

Proposal No. 4.Advisory approval of the compensation paid to the Company’s named executive officers in 2019 requires the affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote on this matter.

How are votes counted?

We have designated a representative of Broadridge Financial Services as the inspector of elections who will validate the votes.

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

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

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

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

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

What is a “brokernon-vote”?

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

purpose of determining the presence of a quorum at the meeting, brokernon-votes willnot affect the outcome of any matter being voted on atProposals No. 1, 2, and 4. Because Proposal No. 3 requires the meeting.

How many votes are needed to approve each proposal?

Proposal No. 1. Directors will be elected by theaffirmative vote of a majorityat least 75% of the voting power of all outstanding shares cast with respect toof capital stock of the director at the Annual Meeting. This means that the number of votes cast“For” a director’s election must exceed the number of votes cast“Against” that director’s election. Stockholders may not cumulate votes in the election of directors. Abstentions andCompany, brokernon-votes will not be countedhave the same effect as having been voted“Against” votes on the proposal, nor will they affect the outcome of thisthat proposal.

What are the Board’s voting recommendations?

Proposal No. 2.1: Ratification“For” election of each of the eight (8) nominees to the Board.

Proposal No. 2: “For” ratification of the appointment of Schneider Downs & Co., Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2018 requires the affirmative vote of a majority2020.

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 brokernon-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 2019, as reported in this Proxy Statement.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of all outstanding shares entitled to vote is represented by stockholders present at the meeting or represented by proxy. On the record date, there were 16,202,11916,455,000 shares of Common Stock outstanding and entitled to vote. This means that at least 8,101,0608,227,501 shares must be represented by stockholders present at the meeting or represented by proxy to have a quorum. Your shares will be counted towards the quorum if you submit a valid proxy or vote at the meeting.

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

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

How can stockholders submit a proposal for inclusion in our Proxy Statement for the 20192021 Annual Meeting of Stockholders?

Our 20192021 Annual Meeting of Stockholders will be held on May 15, 201912, 2021 at 10:00 a.m. To be included in our Proxy Statement for the 20192021 Annual Meeting of Stockholders, stockholder proposals must comply with the requirements ofRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be eligible for inclusion, such proposals must be received by ExOne by December 6, 2018,5, 2020, 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.

advance notice to our Corporate Secretary of any business, including nominations of directors for our Board, that the stockholder wishes to raise at the 20192021 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 20192021 Annual Meeting, such notice must be received by ExOne no sooner than January 15, 201912, 2021 and no later than February 19, 2019.17, 2021.

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

As an emerging growth company:

We may choose to take advantage of some, but not all, of these reduced burdens. We will continue to operate under these provisions through December 31, 2018, or such earlier time that we are no longer an emerging growth company. We would cease to beus as an emerging growth company if we have more than $1.07 billion in annual revenues, qualifyare now available to us 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 bynon-affiliates, or issue more than $1.0 billion ofnon-convertible debt over a three-year period.others.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

General

This year, the Nominating and Governance Committee has selected six (6)eight (8) nominees for election to the Board for consideration at the Annual Meeting; our Board has approved the nominees. AllSeven (7) of the nominees are current members of the Board.Board and Mr. Hartner, our Chief Executive Officer, is a new nominee. Each nominee elected as a director at the Annual Meeting will continue to serve until the 20192021 Annual Meeting of Stockholders, until his or her successor has been elected or qualified, or until his or her earlier death, resignation or removal.

Director Qualifications

Our Nominating and Governance Committee believes each member of our Board possesses the individual qualities necessary to serve on ExOne’s Board, including high personal and professional ethical standards and integrity, honesty and good values. Our directors are highly educated and have diverse backgrounds and extensive track records of success in what we believe are highly relevant positions with large international companies, firms and major private and public institutions. Our directors have each demonstrated an ability to exercise sound judgment and have exhibited a commitment of service to ExOne and to the Board (with respect to the incumbent directors), and each of our directors possesses strong communication skills. In addition, we believe that each director brings the skills, experience and perspective that, when taken as a whole, create 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 brokernon-votes will not be counted as having been voted on the proposal, nor will they affect the outcome of Proposal No. 1.

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

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

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

Nominees

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

EXECUTIVE OFFICERS OF EXONE

The following table and the discussion below provide information about our executive officers as of March 19, 2018.16, 2020. Each elected 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.

Loretta L. Benec — Ms. Benec has served as our General Counsel and Corporate Secretary since October 2017. Beginning in November 2016, Ms. Benec has provided 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 Arconic Inc.), a NYSE-listed global supplier of advanced titanium products primarily to the commercial aerospace market, from July 2010 to August 2015, and also served as its Secretary from April 2013 to August 2015 and as its Director of Corporate Governance from July 2010 to April 2013. Prior to RTI, Ms. Benec enjoyed a more than twelve-year career in the law department of H. J. Heinz Company (now The Kraft Heinz Company), a NYSE-listed global packaged food company. Ms. Benec received a B.A. in History with High Honors,cum laude, from Dartmouth College in 1992 and a J.D.,cum laude, from the University of Pittsburgh School of Law in 1995.

Charlie Grace — Mr. Grace has served as our Chief Customer Officer since May 15, 2019. As Chief Customer Officer, Mr. Grace is focused on serving the Company’s 3D printing machine products, services customers and potential customers. Mr. Grace has over 25 years of experience in working with customers to transform analog processes into robust digital solutions within the graphic communications and additive manufacturing markets. From January 2018 through May 2019, Mr. Grace was Senior VicePresident-US Production Business for Xerox Corporation, responsible for the sales strategy, execution and customer engagement of the Production Systems portfolio across the United States. In this leadership position, he led thego-to-market initiatives of the entire suite of production offerings, including color and monochrome, inkjet presses and workflow solutions. From September 2015 to October 2017, Mr. Grace was Chief Revenue Officer for 3D Systems Corporation, a global 3D printer, materials and services business, where he led thego-to-market strategy and product roadmap, and managed an international team of direct reports. Prior to 3D Systems, Mr. Grace worked for over 16 years at Electronics for Imaging, Inc. in a series of leadership positions, ultimately serving as Vice President, Americas from 2007 to September 2015. Mr. Grace earned an MBA in Finance from the Gabelli School of Business at Fordham University in New York City and a BA from St. Michael’s College in Vermont.

Rick D. Lucas — Mr. Lucas has served as our Chief Technology Officer since June 2012. 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.

James L. McCarley — Mr. McCarley has served as our Chief Executive Officer since August 2016. Mr. McCarley formerly served as Executive Vice President — Operations of RTI International Metals, Inc., a NYSE-listed global supplier of advanced titanium products primarily to the commercial aerospace market, from May 2010 until July 2015, when Alcoa Inc. acquired RTI by merger. Mr. McCarley also served in the same position during the transition period after the merger, through September 2015. During his time at RTI, Mr. McCarley was its highest ranking operating officer, overseeing daily operations, asset and cash management, talent recruitment/retention, customer care, and growth strategy deployment. Mr. McCarley had previously served as the Chief Executive Officer of General Vortex Energy, Inc., a private developer of engine and combustion technologies, from September 2009 to May 2010. From 1996 through 2009, Mr. McCarley held a variety of management positions within the forging segment of Precision Castparts Company, including Division President of Wyman Gordon Forging West from 2008 to 2009, and Vice President and General Manager of Wyman Gordon Forging, Inc. from 2006 to 2008. From 1987 to 1996, he gained engineering and other relevant experience working for various companies, including Quantum Chemical, Cameron Iron Works, and General Electric Company. Mr. McCarley received a B.S. in Electrical Engineering from Texas Tech University in 1987.

Brian W. SmithDouglas D. Zemba — Mr. SmithZemba has served as our Chief Financial Officer and Treasurer since July 2018, and as our Chief Accounting Officer since March 2013. Mr. Zemba joined the Company in January 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 through December 2013, including leading initiativesZemba received a B.S. in specific consumer and industrial product sectors. Mr. Smith has held leadership rolesAccounting from the Pennsylvania State University in a number charitable and professional organizations and currently sits on the Board of Trustees of The Pittsburgh Public Theater, The Ruffed Grouse Society and Chartiers Country Club.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 fromtime-to-time by resolution, as permitted under our Bylaws. Currently, the Board has established that the Board will have six (6)seven (7) members. The Board has determined to increase the size of the Board to eight (8) members effective as of May 13, 2020, the date of the 2020 Annual Meeting. Our current directors and Mr. Hartner, our new director nominee, if elected at the Annual Meeting, will continue to serve until the 20192021 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 20182020 that Messrs. Pashke, Semple, Strome and StromeThiltgen, and Ms. Wachtel, each qualify as an independent directorsdirector in accordance with the published listing requirements of NASDAQ.Nasdaq.

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 20182020 Annual Meeting, we will have four (4)five (5) out of six (6)eight (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. In August 2016, our Board made the decision to split the roles of Chairman and Chief Executive Officer, and appointed S. Kent Rockwell to serve as Executive Chairman and James L. McCarley to serve as our Chief Executive Officer.

Mr. Rockwell’s role as Executive Chairman is to focus on the strategy of the Company and its business and leading the Board. As the founder of the Company and former Chief Executive Officer and Executive Chairman, the Board believes that Mr. Rockwell is uniquely positioned to serve as Chairman and continue to take the lead on strategic planning for the Company management succession issues and leading the Board while transitioning away from handling the Company’s daily operations. As the leader of the Board, Mr. Rockwell continues to setby setting Board agendas and leadpresiding at Board meetings. As part of this transition, the Board appointed Mr. McCarley as the Chief Executive Officer, who oversees and leads the Company’s operations and business.

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

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

Risk Oversight Management

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

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

Approach to Environmental, Social & Governance 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 and simultaneously enablesall-new lightweight designs that were not previously manufacturable. Binder jetting can also produce parts at high speeds and volumes that can enable widespread use of this sustainable technology.

In 2020, we created a committee of senior executives to oversee the Company’s environmental, social and governance (“ESG”) initiatives and disclosures. In the next twelve months, the ESG committee will be focused primarily on environmental sustainability by gathering data and information, including establishing baselines that will be measured in the future, regarding

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

Information Regarding the Board and its Committees

Our Board has established three committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. In addition, from time to time our Board establishesad-hoc committees to address potential financings or transactions, and other matters.

The following table provides membership information for each of the Board committeesAudit, Compensation and Nominating and Governance Committees as of March 19, 2018:16, 2020:

Below is a description of each committeethe Audit, Compensation and Nominating and Governance Committees of the Board. A copy of the charter for each such committee is posted on our website atwww.exone.com under the Corporate Governance section and within the Investor Relations section.

During 2017,2019, the Board met twelve (12)nine (9) times. During that period, each director attended 75% or more of the total meetings of the Board and the committees on which he or she served.

Audit Committee

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

During 2017,2019, the Audit Committee met five (5)seven (7) times. The current members of the Audit Committee are Messrs. Pashke and Strome 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. Strome currently chairs the Audit Committee.

The Board has determined that Mr. Strome is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) ofRegulation S-K and that he, therefore, also satisfies the “financial sophistication” requirement of the NASDAQNasdaq rules. The designation does not impose on 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.

Compensation Committee

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

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. 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 has 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.

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 6 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:

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

Under its written policy, The ExOne Company Policy and Procedures with Respect to Related Person 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 ExOne’s chief legal officerGeneral 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

Revolving Credit Facility with LBM Holdings, LLC

On 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 and related ancillary agreements with LBM Holdings, LLC (“LBM”), a company controlled by Mr. Rockwell, ourwho was the Executive Chairman of the Company (a related person), at such date and effective June 20, 2018, became the Chairman and Chief Executive Officer of the Company, relating to a $15,000,000 revolving credit facility (the “Credit“Original Credit Agreement”) to provide additional funding to the Company for working capital and general corporate purposes. The Original Credit Agreement providesprovided a credit facility for a term of three years (through March 12, 2021) and bears, bearing interest at a rate of one month LIBOR plus an applicable margin of 500 basis points (approximately 6.7%( 6.8% at inception)December 31, 2019 and 7.5% at December 31, 2018). The Original Credit Agreement requiresrequired a commitment fee of 75 basis points, or 0.75%, on the unused portion of the facility, payable monthly in arrears. In addition, anup-front commitment fee of 125 basis points, or 1.25% (approximately $187,500), was required at closing. Borrowings under the Original Credit Agreement were collateralized by the accounts receivable, inventories and machinery and equipment of the Loan 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 the 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, and (iv) provided a process for the replacement of the LIBOR index after 2021. In addition, the accounts receivable of Exone GmbH no longer serve as collateral for borrowings under the amended revolving credit facility.

Borrowings under the credit facility are required to be made in minimum increments of $1,000,000. The Company may terminate or reduce the credit commitment at any time during the term of the amended Credit Agreement without penalty. The Company may also make prepayments against outstanding borrowings under the amended Credit Agreement at any time without penalty. Borrowings under

The Company does not consider the Credit Agreement, have been collateralizedas 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 accounts receivable, inventories and machinery and equipmentindirect sole owner of the Loan Parties. The total estimated value of collateral was in significant excess of the maximum capacityLBM. Prior to execution, each of the Credit Agreement at inception. Prior to entering intoand the credit facility with LBM,Amendment was reviewed and approved by the Audit Committee, approved the transaction pursuant toin accordance with The ExOne Company Policy and Procedures with Respect to Related Person Transactions. There have been no borrowings underTransactions, and subsequently by asub-committee of

independent members of the Credit Agreement since its inception.

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 will beare available to usthe Company upon ourits submission to the escrow agent of a loan request. Such proceeds will not be available to LBM until paymentin-full of the obligations under the Credit Agreement and termination of the Credit Agreement. Payments of principal and other obligations will be made to the escrow agent, while interest payments will be made directly to LBM. Provided there exists no potential default or event of default, the Credit Agreement and Escrow Agreement prohibit any acceleration of repayment of any amount outstanding under the Credit Agreement and prohibit termination of the Credit Agreement or withdrawal from escrow of any unused portion of the available loan proceeds.

There were no borrowings under the Credit Agreement from March 12, 2018 (inception) through December 31, 2018. 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 inception of the credit facility, December 31, 2018 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 period from March 12, 2018 (inception) through December 31, 2018, in addition to the approximately $187,500 that the Company paid at inception for theup-front commitment fee, the Company incurred approximately $90,000 in commitment fees on the unused portion of the credit facility, of which $80,000 was paid at December 31, 2018. The remaining amount payable at December 31, 2018 was subsequently paid by the Company in January 2019. During the year ended December 31, 2019, the Company incurred approximately $66,000 in interest expense and $106,000 in commitment fees 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.

DIRECTOR COMPENSATION

20172019 Director Compensation

Our Nominating and Governance Committee of the Board is responsible for reviewing and setting the compensation of our directors. The Nominating and Governance Committee approved, and ournon-employee directors received, the following compensation for 2017:2019:

For his continuing role as Chairman of the Board, Mr. Rockwell became eligible to receive the $50,000 annual cash retainer payable tonon-employee directors, and a restricted stock award in the amount of 7,500 shares (annualized) for 2019, on May 15, 2019, after stepping down as Chief Executive Officer. On May 15, 2019, the Board granted to Mr. Kilmer, as described below).Rockwell 5,500 shares of restricted stock representing the approximate pro rata portion of the 7,500 restricted stock award for 2019, which shares fully vested on February 6, 2020.

Stock Ownership and Retention Policy

The Compensation Committee has adopted a stock ownership and retention policy that requires our directors to retain 50% of all shares received on the vesting of equity awards (net of any shares withheld or sold to pay exercise price or taxes). All shares must be retained for a period of at least one year after vesting. Once theone-year period has ended, directors may sell shares so long as the director holds 50% of all shares received in the vesting of the equity award and a total minimum value equal to two times such director’s annual retainer.

Anti-Hedging and Anti-Pledging Policies

See pages 22 and 33 for a description of the Company’s anti-hedging and anti-pledging policies applicable to directors.

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF

INDEPENDENT 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, 2020, 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 officeropportunity 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 submitting the appointment of Schneider Downs & Co., Inc. to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit 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 best interests of ExOne and our stockholders.

Vote Required

Ratification of the appointment of Schneider Downs & Co., Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2020, 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. 2. Abstentions will have the same effect as “Against” votes. Because brokernon-votes are not deemed to be votes entitled to be cast, they will not affect the outcome of this proposal. The proxy holders intend to vote all proxies received by them “For” the ratification of the appointment of Schneider Downs & Co., Inc. unless otherwise instructed.

The Board Recommends a Vote “FOR” the Ratification of the Appointment of Schneider Downs & Co., Inc. as ExOne’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2020.

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 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 then only by the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of the Corporation generally entitled to vote in the election of directors, voting together as a single class.Except as applicable law otherwise provides, cause for the removal of a director shall be deemed to exist only if the director whose removal is proposed: (i) has been convicted, or has been granted immunity to testify in any proceeding in which another has been convicted, of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been negligent or guilty of misconduct in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by (A) the affirmative vote of at least eighty percent (80%) of the directors then in office at any meeting of the Board of Directors called for that purpose or (B) a court of competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to serve as a director of the Corporation. Notwithstanding the foregoing, whenever holders of outstanding shares of one or more series of Preferred Stock are entitled to elect members of the Board of Directors voting separately as a class pursuant to the provisions applicable in the case of arrearages in the payment of dividends or other defaults contained in this Certificate of Incorporation or the Board of Directors’ resolution providing for the establishment of any series of Preferred Stock, any such director of the Corporation so elected may be removed in accordance with the provisions of this Certificate of Incorporation or that Board of Directors’ resolution. The foregoing provisions are subject to the terms of any series of Preferred Stock with respect to the directors to be elected solely by the holders of such series of Preferred Stock.

Under the current Certificate of Incorporation, a director may only be removed from office by the requisite vote of the stockholders and only for “cause” (as defined in the Certificate of Incorporation). The effect of the proposed amendment to the Certificate of Incorporation would be to allow directors to be removed for any reason with the requisite stockholder vote.

Vote Required

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 does not receive any additional compensation for servinggenerally entitled to vote in the election of directors, voting together as a director.single class. Stockholders may cast their votes may cast their votes “For” or “Against”, or may abstain from voting, with respect to this Proposal No. 3. Abstentions and brokernon-votes will have the same effect as “Against” votes. The proxy holders intend to vote all proxies received by them “For” the approval of the amendment to the Certificate of Incorporation unless otherwise instructed.

The Board Recommends a Vote “FOR” the Approval of the Amendment to the Certificate of Incorporation.

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 ofnon-emerging growth companies. In addition, as an emerging growth company ExOne is not required to conduct a“say-on-pay” advisory vote on executive compensation.

Compensation Discussion and Analysis

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

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

DisclosureFor purposes of Mr. Rockwell’s compensation is not required in this discussion and throughout the Proxy Statement, we define “Named Executive Officers” to include Messrs. Hartner, Rockwell, Grace and is being voluntarily provided by ExOne. Mr. Rockwell is not the next most highly compensated executive officer of ExOne.

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

Pay Philosophy

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

In February 2018, the Compensation Committee codified ExOne’s compensation goals and governing principals through adoption of a written Pay Philosophy Governing Executive Compensation (the “Pay Philosophy”)., which it has reviewed and amended annually. 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 towardtowards generating positive cash flows from operations.

Our compensation plan relies on a mix of base salary, bonus and equity compensation. We have not historically relied on a performance-based bonus plan because of the challenge in setting fixed targets in an immature and fast-changing market. 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 through equity ownership. Our Chairman and former Chief Executive Chairman,Officer, Mr. Rockwell, is ExOne’s largest beneficial owner (as the beneficial owner of approximately 28.4%27.6% of our outstanding Common Stock as of March 19, 2018)16, 2020). 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”.

20172019 Compensation Considerations

For 2017,2019, our Named Executive Officers received a combination of base salary and annual and long-term equity incentive awards. In addition, certain equity awards were made in connection with the exceptionMr. Hartner’s promotion and Mr. Grace’s commencement of Mr. Rockwell who received only a salary. The Compensation Committee determined not to establish a short-term cash bonus or an annual incentive award plan for 2017.employment as more fully described in“Employment Arrangements with Named Executive Officers” below.

Salary for each of our Named Executive Officers (except Mr. Rockwell) is based on the scope of the individual’s responsibility, leadership skills, performance and length of service. All four of our Named Executive Officers had salary changes on May 15, 2019, related to changes in leadership. Mr. Rockwell receivesreceived a salary of $50,000 per year$300,000 while serving as Chief Executive Officer until he stepped aside on May 15, 2019, and was no longer an employee. Also on May 15, 2019, Mr. Hartner’s salary was increased to $375,000 upon his election as Chief Executive Officer, Mr. Grace’s starting salary for his servicesrole as Executive Chairman.Chief Customer Officer was established at $250,000, and Mr. Zemba’s salary as Chief Financial Officer was increased to $250,000.

The Compensation Committee made no awards pursuant to the 2019 annual incentive program (described further below).

In 2019, the Compensation Committee elected to award discretionary stock options to Messrs. CianciHartner, Grace and McCarley, and restricted stock to Mr. Smith and Ms. Dillon,Zemba as incentive awards for 2017 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. See “— Summary Compensation Table” and “— Outstanding Equity Awards at December 31, 2019” for more information about these option awards.

2013 Equity Incentive Plan

The Board adopted our 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,

The Compensation Committee retainsalso retained negative discretion overto adjust any payment amounts resulting in a reduction in the final payment amounts.award.

Final payment willpayments were to be made to the Executives 100% in common stockCommon Stock based on the closing stock price of the CompanyCommon Stock on the date of payment under the 2013 Equity Incentive Plan. The performance period beginsbegan January 1, 20182019 and endsended on December 31, 2018,2019.

Fiscal Year 2019 Financial Performance

For the year ended December 31, 2019, the Company reported revenue of $53.3 million, net loss of $15.1 million and continued employment throughAdjusted EBITDA* of a $9.1 million loss.

Payout of Performance Awards

On February 4, 2020, the payment date is required.Compensation Committee considered the Company’s performance under the 2019 AIP. Since the Company’s revenue and Adjusted EBITDA performance were below the thresholds for the 2019 AIP, it was determined that no awards would be made to the Executives.

Say-on-Pay Vote

The Company held its firstsay-on-pay vote of our stockholders at last year’s 2019 Annual Meeting of Stockholders. Of the 8,857,035 votes cast by our stockholders, over 97% were in favor of our 2019 executive compensation program. While we believe we have a fair and effective compensation program, we are pleased to receive this vote of confidence from our stockholders. The results of thesay-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 consider stockholder input, including the results of future advisorysay-on-pay votes, as we evaluate the future design of our executive compensation programs and the specific compensation decisions for each of our Named Executive Officers.

Clawback Policy and Other Actions Available to ExOne for Misconduct

The 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 materialnon-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.

Anti-hedging policy.We do not believe our executive officers or directors should speculate or hedge their interests in our stock. We therefore prohibit them (in our insider trading policy) from making short sales of ExOne stock or from purchasing or selling options, puts, calls, straddles, equity swaps or other derivative securities that are directly linked to ExOne stock.

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 apro-rata portion of his bonus for the year of termination (subject to his compliance with the confidentiality,non-competition andnon-solicitation restrictions set forth in the employment agreement) and payment of the executive’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 survive the termination of Mr. McCarley’s employment with us and theHartner is also subject tonon-competition andnon-solicitation provisions surviverestrictions during the term of his employment with the Company and for a period of one year followingthereafter.

In connection with his election as Chief Executive Officer, on May 15, 2019, the terminationCompensation Committee of his employment.the Board authorized the grant of an equity award of restricted stock to Mr. Hartner valued at $175,000 (or 21,263 shares of Common Stock), which vests on the first anniversary of the grant date. The restricted stock granted to Mr. Hartner is subject to the terms and conditions set forth in The ExOne Company 2013 Equity Incentive Plan and the standard form of restricted stock award agreement utilized by the Company.

Brian SmithCharlie Grace. Mr. SmithGrace is anat-will employee and does not have an individual employment, severance orchange-of-control agreement.

Mark Cianci. During 2019, Mr. Cianci was anat-will employee who resigned from the Company effective February 9, 2018.

S. Kent Rockwell. Our employment agreement with Mr. Rockwell automatically extended for an additional one year term ending on September 1, 2018, and will continue to automatically be extended for a newone-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 receiveGrace received an annual base salary which may be adjusted by the Board upon its annual review thereof,of $250,000 and he iswas eligible to participate in an annual bonus planplans for senior executives on terms established fromtime-to-time time to time by the Board.Board or its Compensation Committee. Mr. Rockwell currently receives a base salary of $50,000. During the term of the employment agreement, Mr. RockwellGrace is eligiblealso entitled to participate in any long-term incentive plan, and 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 employees generally or its executives.

The employment agreement provides, among other matters, that if the executive resigns for “good reason” (as defined in the employment agreement) or is terminated without “cause” (as defined in the employment agreement) and in each such case has timely delivered a releaseChange of claims, he is entitled to receive, among other severance payments and benefits, an amount equal to one times his then-current base salary, one times the target annual bonus amount (subject to his compliance with the confidentiality,non-competition andnon-solicitation restrictionsControl Severance Plan at Tier III. As set forth in his offer letter, Mr. Grace was also entitled to $3,000 per month for his initialsix-month employment period for his commuting and living expenses. In connection with his hiring, on May 15, 2019, Mr. Grace also received 10,000 shares of immediately vested Common Stock and stock options equivalent to the employment agreement)amount of $200,000 determined using the Black-Scholes model and priced at the closing share price on May 15, 2019 ($8.23), apro-rata portion of his target bonus for the year of termination and payment of the executive’s COBRA health insurance continuation premium for the COBRA continuation period (generally 18 months) or until such time as the executive is employed, whichever is earlier. The confidentiality provisions survive the termination of Mr. Rockwell’s employment with us and thenon-competition andnon-solicitation provisions survive for a period of two years following the termination of his employment.which was 54,310 stock options; which vest equally in one-third increments over three years.

JoEllen Lyons DillonDouglas D. Zemba. We entered intoMr. Zemba is an executiveat-will employee and does not have an individual employment, agreement with Ms. Dillon on August 4, 2017, which replaced Ms. Dillon’s previous employment agreement with the Company dated March 7, 2013. Pursuant to the executiveseverance orat-willchange-of-control employment agreement, Ms. Dillon continued her employment with the Company in a new role as Vice President – Strategic Development and Capital Markets, Chief Legal Officer and Corporate Secretary and was entitled to receiveagreement. Until May 15, 2019, Mr. Zemba received an annual base salary of $300,000. In connection with the replacement$225,000, and thereafter received a salary of Ms. Dillon’s prior employment agreement with the August 2017 agreement and her delivery of

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.

If any participant designated as a Tier I employee under the Severance Plan has a voluntary termination of employment (with or without good reason) within 30 days following the date of a change of control, then the participant is entitled to receive aone-time cash payment equal to two times the participant’s annual base salary.

No Section 280G excise taxgross-up or other taxgross-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, James McCarleyJohn F. Hartner, is defined as a Tier I employee and no other Executives are expected to be named in this Tier. Our Chief Financial Officer, Brian Smith,Douglas D. Zemba, is named as a Tier II employee, and Charlie Grace, our Chief Customer Officer, is a Tier III employee.

Summary Compensation Table

The following table provides information regarding the compensation awarded to or earned during 20172019 and 20162018 by our Named Executive Officers through December 31, 2017 (collectively, the “Named2019 (except for Mr. Zemba, who became a Named Executive Officers”)Officer in 2019 and Mr. Grace, who joined ExOne in 2019).

Outstanding Equity Awards at December 31, 20172019

The following table sets forth all shares of unvested options and restricted stock that were awarded to our Named Executive Officers by ExOne under the 2013 Equity Incentive Plan and were outstanding as of December 31, 2017.2019.

PROPOSAL 2NO. 4 — RATIFICATIONADVISORY APPROVAL OF APPOINTMENT OFCOMPENSATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR 2019

The Audit CommitteeOur stockholders have the opportunity to vote to approve, on anon-binding advisory basis, the compensation of our Named Executive Officers in 2019, as disclosed in this Proxy Statement in accordance with Section 14A of the Board has selected Schneider Downs & Co., Inc. as our independent registered public accounting firm forExchange Act the year ending December 31, 2018, 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 2019, 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 & Co., Inc. are expectedNamed Executive Officers — Compensation Discussion and Analysis” beginning on page 29 of this Proxy Statement, the Pay Philosophy adopted by the Company is 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 2019, the Compensation Committee instituted the 2019 AIP with target goals for revenue and Adjusted EBITDA (as described previously on pages 31-32). The payouts to the senior executives were to be present atpaid 100% in Common Stock. As further described in “Compensation Discussion and Analysis,” on February 4, 2020, due to the Annual Meeting. They will have an opportunityCompany’s financial performance, the Compensation Committee did not authorize a payout.

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 make a statement if they so desireretain and will be availablemotivate management and to respond to appropriate questions.align management’s interests with the long-term interests of our stockholders.

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

Vote Required

Approval of the appointment of Schneider Downs & Company, Inc. as our independent registered public accounting firm. However, the Board is submitting the appointment of Schneider Downs & Co., Inc.compensation paid to the stockholders for ratificationCompany’s Named Executive Officers in 2019, as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committeereported in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of ExOne and our stockholders.

Ratification of the appointment of Schneider Downs & Co., Inc. as ExOne’s independent registered public accounting firm for the year ending December 31, 2018this 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 brokernon-votes are not deemed to be votes entitled to be cast, they will not affect the outcome of this proposal. The proxy holders intend to vote all proxies received by them “For” the approval of compensation paid to the Named Executive Officers in 2019 unless otherwise instructed.

As an advisory vote, a stockholder’s vote on this Proposal No. 4 is not binding on the Company. Our Board will not be required to act in response to the results of the vote, as the ultimate decision regarding our Named Executive Officers’ compensation remains with our Compensation Committee. Our Board believes that our Compensation Committee is in the best position to consider the extensive information and factors necessary to make independent, appropriate, and competitive compensation recommendations and decisions that are in the

best interest of the Company and its stockholders. However, our Board values the opinions of our stockholders as expressed through their votes and other communications. Although the vote isnon-binding, our Board and Compensation Committee will carefully consider the outcome of the advisory vote on the compensation of our Named Executive Officers when making future compensation decisions.

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 & Co., Inc.Compensation Paid to the Company’s Named Executive Officers in 2019, as ExOne’s Independent Registered Public Accounting Firm forReported in the Year Ending December 31, 2018.Proxy Statement.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with our management the audited consolidated financial statements of ExOne included in our Annual Report onForm 10-K for the year ended December 31, 2017.2019. The Audit Committee has also reviewed and discussed with Schneider Downs & Co., Inc., ExOne’s independent registered public accounting firm for 2017,2019, the audited consolidated financial statements and the audit results. In addition, the Audit Committee discussed with Schneider Downs & Co., Inc. the matters required to be discussed by AS 16,Auditing Standard No. 1301,Communications with Audit Committees, Rule2-07,Communication with Audit Committees, ofRegulation S-X, and other PCAOBPublic Company Accounting Oversight Board (PCAOB) Rules and Standards.

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

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

Based upon the review and discussions described above, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in ExOne’s Annual Report on Form10-K for the year ended December 31, 20172019 and filed with the Securities and Exchange Commission.

AUDIT FEES AND SERVICES

Changes in Independent Registered Public Accounting Firms

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

During the years ended December 31, 2015 and 2014, and the subsequent interim period through March 24, 2016, there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of the SEC’s RegulationS-K, between the Company and Baker Tilly Virchow Krause, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Baker Tilly Virchow Krause, LLP’s satisfaction, would have caused Baker Tilly Virchow Krause, LLP to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of the SEC’s RegulationS-K during the years ended December 31, 2015 and 2014 and the subsequent interim period, except for the material weaknesses in internal control over financial reporting disclosed in the Company’s Annual Reports on Form10-K for the years ended December 31, 2015 and December 31, 2014. These material weaknesses were discussed by the Company’s management and the Audit Committee with Baker Tilly Virchow Krause, LLP. The Audit Committee authorized Baker Tilly Virchow Krause, LLP to respond fully to the inquiries of Schneider Downs & Co., Inc., the Company’s new independent registered public accounting firm, concerning these material weaknesses.

On March 25, 2016, the Company filed a Current Report on Form8-K disclosing the appointment of Schneider Downs & Co., Inc. as its new independent registered public accounting firm and the related dismissal of Baker Tilly Virchow Krause, LLP from that role. The Company provided Baker Tilly Virchow Krause, LLP with a copy of the disclosures in the Current Report on Form8-K prior to the time that it was filed with the SEC, and requested that Baker Tilly Virchow Krause, LLP furnish a letter addressed to the SEC stating whether or not it agrees with the statements made therein. A copy of Baker Tilly Virchow Krause, LLP’s letter dated March 25, 2016 was attached as Exhibit 16.1 to that report.

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

Schneider Downs & Co., Inc.’s report on the Company’s consolidated financial statements as of and for the years ended December 31, 2017 and December 31, 2016, included in the Company’s Annual Reports on Form10-K for the years ended December 31, 2017 and December 31, 2016, respectively, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to the uncertainty, audit scope or accounting principles.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information regarding the beneficial ownership of Common Stock as of March 19, 2018,16, 2020, when there were 16,202,11916,455,000 issued and outstanding shares, for each person known by us to beneficially own more than five percent of our Common Stock, each director (including all nominees for director), each Named Executive Officer, and all directors (including director nominees) and executive officers as a group. Unless we otherwise note, each person exercises sole voting and investment power over these shares of Common Stock.

We determine the number of shares in the table below as beneficially owned pursuant to SEC regulations. This information does not necessarily indicate beneficial ownership for any other purpose. Beneficial ownership includes any shares of Common Stock as to which the individual has sole or shared voting power or investment power. We also include any shares of Common Stock that the individual has the right to acquire within 60 days of March 19, 201816, 2020 through the exercise of any option, warrant or right.