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 13, 202012, 2021

Dear Stockholder:

You are cordially invited to attendparticipate in the 20202021 Annual Meeting of Stockholders of The ExOne Company (“ExOne” or the “Company”). The meeting will be held on May 13, 202012, 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: XONE) will act upon the following matters:

(1) Election of eight (8) nominees to the Company’s Board of Directors identified in the accompanying Proxy Statement, each for a term that expires in 2021;2022;

(2) Ratification of the appointment of Schneider Downs & Co., Inc. as the Company’s independent registered public accounting firm for the year ending December 31, 2020;2021;

(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 2019,2020, 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 16, 2020.15, 2021. Only stockholders of record at the close of business on that date are entitled to receive notice of, attendparticipate in and vote at, the Annual Meeting and any postponements or adjournments thereof.

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 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 3, 2020,1, 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 20192020 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, 20192020 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 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 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 13, 2020:12, 2021: OUR PROXY STATEMENT, 20192020

ANNUAL REPORT AND NOTICE OF ANNUAL MEETING ARE AVAILABLE WITH YOUR

16-DIGIT CONTROL 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 16, 2020.15, 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, 20192020 Annual Report and Notice of Annual Meeting are available with your16-digit control number at HTTP:http://WWW.PROXYVOTE.COM.www.proxyvote.com.

Election of Directors

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

Five of the eight nominees are “independent” under theThe Nasdaq Stock Market (“Nasdaq”) rules.

Compensation Highlights

Corporate Governance Highlights

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

(ii)

(ii)

TABLE OF CONTENTS

The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

PROXY STATEMENT

FOR THE 20202021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 13, 202012, 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 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 13, 202012, 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 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 20192020 Annual Report, the Notice of Annual Meeting and the accompanying proxy card on or about April 3, 2020.1, 2021.

Copies of our 20192020 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, 2019.2020. You can obtain copies of these exhibits electronically at the website of the Securities and Exchange Commission (the “SEC”) at www.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. Copies of the exhibits are also available as part of theForm 10-K for the year ended December 31, 20192020 which can be accessed on ExOne’s corporate website at www.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 20192020 Annual Report and the Notice of Annual Meeting on the Internet at HTTP:http://WWW.PROXYVOTE.COMwww.proxyvote.com on or about April 3, 2020,1, 2021, 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.

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, 20192020 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 16, 202015, 2021 are entitled to vote at the Annual Meeting. OnAt the close of business on the record date, there were 16,455,00022,073,724 shares of ExOne Common 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 16, 202015, 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 20192020 Annual Report and the Notice of Annual Meeting are available with your16-digit control number atHTTP:http://WWW.PROXYVOTE.COMwww.proxyvote.com.

What proposals are being considered?

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

How do I vote?

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

Stockholder of Record (Shares Registered in Your Name) — If on March 16, 2020,15, 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.

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 public health developments warrant, we may determineyou 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 advance of the Annual Meeting, please submit an email to us through our website at www.investor.exone.com/contact-us.

Regardless of whether you plan to participate in the Annual Meeting, it is necessary or appropriate to offer, or completely switch to, a virtual meeting format. Any such change willimportant that your shares be announced in advance through a press releaserepresented and voted at the filing of additional proxy materials with the SEC. As always,Annual Meeting. Accordingly, we encourage you to vote your shares prior toin advance of the Annual Meeting.Meeting at 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:

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

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, 20202021 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 20192020 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 this proposal.

With respect to Proposal No. 2, the inspector of elections will count separately “ “For,For,” “Against”“Against” and “ “Abstain”Abstain” votes and brokernon-votes. “ “Abstain”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 this proposal.

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

What is a “brokernon-vote”?

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

In tabulating the voting result for any particular proposal, shares that constitute brokernon-votes are not considered entitled to vote on that proposal. Thus, while brokernon-votes will be counted as present for the

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, 2020.2021.

Proposal No. 3: “For” approval of the amendment to the Certificate of Incorporation to specifically allow for stockholder removal of directors either with or without cause.

Proposal No. 4: “For” thenon-binding approval of the compensation paid to the Company’s named executive officers in 2019,2020, 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 16,455,00022,073,724 shares of Common Stock outstanding and entitled to vote. This means that at least 8,227,50111,036,863 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 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 20212022 Annual Meeting of Stockholders?

Our 20212022 Annual Meeting of Stockholders will be held on May 12, 202111, 2022 at 10:00 a.m. To be included in our Proxy Statement for the 20212022 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 5, 2020,2, 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 20212022 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

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 — Director Nomination Process.”

What are the implications of being a “smaller reporting company”?

Following 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 a smaller reporting company and may take advantage of the scaled disclosure requirements applicable to smaller reporting companies. Many of the same reduced reporting requirements previously available to us as an emerging growth company are now available to us as a smaller reporting company, in addition to others.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

General

This year, the Nominating and Governance Committee has selected eight (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. Hartner, our Chief Executive Officer,Camuti is a new nominee.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 20212022 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 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, (with respect to the incumbent directors), 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, 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 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 16, 2020.15, 2021. Each elected officer holds office until his or her successor has been duly elected or until his or her earlier death, resignation or removal.

John F. Hartner — Mr. Hartner’s biography is set forth under “Proposal No. 1 — Election of Directors” above.

Loretta L. Benec — Ms. Benec has served as our Vice President since April 2020 in addition to her roles as our General Counsel and Corporate Secretary, which she has held since October 2017. BeginningMs. Benec co-founded and currently serves as Co-Ambassador of the Women in 3D Printing – Pittsburgh Chapter. From November 2016 to June 2020, Ms. Benec has 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 ArconicHowmet Aerospace 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 2012.2012 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.

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 seven (7)eight (8) members. The Board has determined to increase the sizeEach of our current directors (other than Mr. Semple, who is retiring as of the Board to eight (8) members effective as of May 13, 2020, the date of the 2020 Annual Meeting. Our current directorsMeeting) and Mr. Hartner,Camuti, our new director nominee, if elected at the Annual Meeting, will serve until the 20212022 Annual Meeting of Stockholders, until his or her successor has been elected or qualified, or until his or her earlier death, resignation or removal.

Independence of the Board and Committees

A majority of our directors are independent under the applicable rules of Nasdaq. The Board determined in February 20202021 that Messrs. Pashke, Semple, Strome and Thiltgen, and Ms. Wachtel, each qualify as an independent director in accordance with the published listing requirements of Nasdaq. The Board also determined that Mr. Camuti, a nominee for election to the Board, will also qualify as an independent director in accordance with the published listing requirements of Nasdaq if he is elected to the Board at the 2021 Annual Meeting.

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

Upon the election of the directors at the 20202021 Annual Meeting, we will have five (5) out of eight (8) independent directors on the Board, and the Audit, Compensation and Nominating and Governance Committees will have only independent members.

Board Leadership Structure and our Independent Lead Director

As the founder of the Company and former Chief Executive Officer and Executive Chairman of the Company, 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 and leading the Board by setting Board agendas and presiding at Board meetings. The Company’s Chief Executive Officer, John F. Hartner, also serves 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, which is an important role for our Company because he providesto 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. AsSince 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 also:among other things:

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 (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, anddelivering an estimated material efficiency rate up to 96%¹, while simultaneously enablesenabling 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 be focused primarilycontinue to focus on environmental sustainability by gatheringcontinuing to gather data and information, including establishing baselines that will be measured in the future, regardingregarding:

Audit Committee

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

During 2019,2020, the Audit Committee met seven (7)five (5) 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. Mr. Strome currently chairs the Audit Committee.

During 2019,2020, the Compensation Committee met six (6)four (4) times. The current members of our Compensation Committee are Messrs. Semple, Strome and Thiltgen and Ms. Wachtel, each of whom is independent for Compensation Committee purposes under the rules and regulations of the SEC and the listing standards of Nasdaq. Ms. Wachtel currently chairs the Compensation Committee. Each of the members also is a“non-employee director” within the meaning ofRule 16b-3 of the Exchange Act.

Our Chief Executive Officer does not participate in the determination of his own compensation or the compensation of directors. However, the 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 participates in the Compensation Committee’s deliberations about the compensation of the other executive officers and key employees.

In 2019,2020, the Compensation Committee did not engage an independent compensation consultant to advise it.

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

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 20192020 virtual online Annual Meeting of Stockholders. Directors and director nominees are encouraged, but not required, to attend the 2020virtual online 2021 Annual Meeting of Stockholders.

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 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

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, who was the Executive Chairman of the Company (a related person) at such date and effective June 20, 2018, becameis currently the Chairman and Chief Executive Officer of the Company,Board, relating to a $15,000,000 revolving credit facility (the “Original Credit“Credit Agreement”) to provide additional funding to the Company for working capital and general corporate purposes. The Original Credit Agreement provided 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 6.8% at December 31, 2019 and 7.5% at December 31, 2018)2019). The Original Credit Agreement required 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 ExoneExOne GmbH no longer serveserved as collateral for borrowings under the amended revolving credit facility.

Borrowings under the credit facility arewere 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 maycould also make prepayments against outstanding borrowings under the amended Credit Agreement at any time without penalty.

The Company doesdid 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 asub-committee of

pursuant to a separate Escrow Agreement by and among the parties. Loan proceeds held in escrow arewere available to the Company upon its submission to the escrow agent of a loan request. Such proceeds willwere 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 willwere to be made to the escrow agent, while interest payments willwere to be made directly to LBM. Provided there existsexisted no potential default or event of default, the Credit Agreement and Escrow Agreement prohibitprohibited any acceleration of repayment of any amount outstanding under the Credit Agreement and prohibitprohibited termination of the Credit Agreement or withdrawal from escrow of any unused portion of the available loan proceeds.

ThereDuring 2020, there were no borrowings under the Credit Agreement from March 12, 2018 (inception) through December 31, 2018.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 inception of the credit facility, December 31, 20182020 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) throughyear ended December 31, 2018, in addition to the approximately $187,500 that the Company paid at inception for theup-front commitment fee,2020, the Company incurred approximately $90,000$103,000 in commitment fees on the unused portion of the credit facility, of which $80,000$94,000 was paid at December 31, 2018.2020. The remaining amount payable at December 31, 20182020 was subsequently paid by the Company in January 2019.2021. The Company did not incur any interest under the credit facility during the year 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 expenserelating to borrowings under the credit facility 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.

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.

DIRECTOR COMPENSATION

20192020 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 ournon-employee directors received, the following compensation for 2019:2020:

For his continuing role as ChairmanOn March 30, 2020, in light of the Board, Mr. Rockwell became eligible to receiveeconomic and financial conditions caused by the $50,000 annual cash retainer payable tonon-employeeCOVID-19 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,pandemic, the Board granteddetermined to Mr. Rockwell 5,500 shares of restricted stock representingreduce by 20% the approximate pro ratacash portion of their director fees for at least the 7,500 restricted stock awardsecond 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 2019, which shares fully vested on February 6,the third and fourth quarters of 2020.

The following table shows the compensation paid to ournon-employee directors in 2019.2020.

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, 2020,2021, 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 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, 2020,2021, 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”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, 2020.2021.

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 generally entitled to vote in the election of directors, voting together as a 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”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

Compensation Discussion and Analysis

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

Disclosure about executive compensation is required in this Proxy Statement for:

For purposes of this discussion and throughout the Proxy Statement, we define “Named Executive Officers” to include Messrs. Hartner, Rockwell, GraceZemba and Zemba.Lucas. 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 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, theThe 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 reviewedreviews and amended annually.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 through equity ownership. Our Chairman and former Chief Executive Officer, Mr. Rockwell, is ExOne’s largest beneficial owner (as the beneficial owner of approximately 27.6%19.4% of our outstanding Common Stock as of March 16, 2020)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”Practices..”

20192020 Compensation Considerations

For 2019,2020, 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 Mr. Hartner’s promotion and Mr. Grace’s commencement of employment as more fully described in“Employment Arrangements with Named Executive Officers” below.

Salary for each of our Named Executive Officers is based on the scope of the individual’s responsibility, leadership skills, performance and length of service. All fourNone of our Named Executive Officers had salary changesincreases in 2020. In fact, in light of the economic and market uncertainties caused by the COVID-19 pandemic, their base salaries were reduced by 20% for most of the second quarter of 2020, and 20% of their base salaries for the third and fourth quarters of 2020 was delivered in the form of restricted stock awards made on May 15, 2019, related to changes in leadership. Mr. Rockwell received a salary of $300,000 while serving as Chief Executive Officer until he stepped asideAugust 10, 2020 that vested one-half on May 15, 2019,September 30, 2020 and was no longer an employee. Alsoone-half 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 role as Chief Customer Officer was established at $250,000, and Mr. Zemba’s salary as Chief Financial Officer was increased to $250,000.December 31, 2020.

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

In 2019,On August 5, 2020, the Compensation Committee electedapproved awards of additional discretionary restricted stock to award discretionary stock optionsbe made on August 10, 2020 to Messrs. Hartner, GraceLucas 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 additional 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 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 took 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 incentive awards made the same day and on the same terms.

See “— Summary Compensation Table” and “— Outstanding Equity Awards at December 31, 20192020” for more information about these optionrestricted stock awards.

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

Performance Goals for 20192020 Annual Incentive Program

Stock Ownership and Retention Policy and Equity Grant Practices

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 maintained by the Company, in both cases on the terms established fromtime-to-time by the Board or its Compensation Committee. Mr. Hartner is also entitled to participate in all employee benefit and fringe benefit plans 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 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 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 leasttwo-thirds of the directors then still in office who either were directors at the beginning of the period or whose election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the sale or disposition by the Company of all or substantially all the Company’s assets; (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or (v) the consummation of a merger, combination or consolidation of the Company with any other corporation or entity; provided, however, a change of control shall not be deemed to have occurred: (a) if such merger, combination or consolidation would result in all or a portion of the Company’s voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) either directly or indirectly more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (b) if the corporate existence of the Company is not affected and following the merger or consolidation, the majority of the directors of the Company prior to such merger or consolidation constitute at least a majority of the Board or the entity that directly or indirectly controls the Company after such merger or consolidation.

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

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, John 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, Douglas D. Zemba, is aand our Chief Technology Officer, Rick Lucas, are Tier II employee, and Charlie Grace, our Chief Customer Officer, is a Tier III employee.employees.

On August 8, 2018, the Compensation Committee amended the Severance Plan to eliminate single-trigger severance benefits under the 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 20202021 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 20192020 and 20182019 by our Named Executive Officers through December 31, 20192020 (except for Mr. Zemba,Lucas, who became a Named Executive Officer in 2019 and Mr. Grace, who joined ExOne in 2019)2020).

Outstanding Equity Awards at December 31, 20192020

The following table sets forth all shares of unvested options and 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, 2019.2020.

PROPOSAL NO. 4 — ADVISORY APPROVAL OF COMPENSATION

PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR 20192020

Our stockholders have the opportunity to vote to approve, on anon-binding advisory basis, the compensation of our Named Executive Officers in 2019,2020, as disclosed in this Proxy Statement in accordance with Section 14A of the Exchange Act the related compensation disclosure rules of the SEC. 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 2019,2020, 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:

“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 Named 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 2019,2020, the Compensation Committee instituted the 20192020 AIP with target goals for revenue and Adjusted EBITDA (as described previously beginning on pages 31-32)page 31). The payouts to the senior executives were to be paid 100% in Common Stock. As further described in “Compensation Discussion and Analysis,” on February 4, 2020, due to the Company’s financial performance, the Compensation Committee did not authorize a payout.payout under the 2020 AIP.

In April 2020, the Compensation Committee decided to reduce the salary of the Named Executive Officers by 20% in light of 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 stockholders. In light of the productive and proactive response to the COVID-19 pandemic, in August 2020, the Compensation Committee granted a discretionary amount of restricted stock to the Named Executive Officers.

Our Board believes these compensation decisions reward performance and ensure that the long-term interests of our stockholders 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 compensation paid to the Company’s Named Executive Officers in 2019,2020, as reported 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 “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”For” the approval of compensation paid to the Named Executive Officers in 20192020 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

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, 2019.2020. The Audit Committee has also reviewed and discussed with Schneider Downs & Co., Inc., ExOne’s independent registered public accounting firm for 2019,2020, 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 Auditing Standard No. 1301,Communications with Audit Committees, Rule2-07,Communication with Audit Committees, ofRegulation S-X, and other Public 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 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 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, 20192020 and filed with the Securities and Exchange Commission.

AUDIT FEES AND SERVICES

Audit and Other Fees

The following table shows the fees paid by the Company in 20192020 and 20182019 for the audit and other services provided by Schneider Downs & Co., Inc. for those years:

Audit fees for 20192020 and 20182019 include fees associated with the annual audit of the financial statements, and audit of internal control over financial reporting (2019 only), interim reviews and various registration statements. Audit-related fees for 2020 included fees associated with the annual audit of the Company’s 401(k) plan and comfort letters provided in connection with at-the-market offering programs initiated during the year. Audit-related fees during 2019 and 2018 includeincluded fees associated with the annual audit of the Company’s 401(k) plan. Tax fees for 20192020 and 20182019 include fees associated with the preparation of the federal and state income tax returns for the years ended December 31, 20182020 and 20172019, respectively.

Pre-Approval Policies and Procedures

The Audit Committee’s policy is topre-approve all audit and permissiblenon-audit services rendered by our independent registered public accounting firm, in order to assure that the provision of such services does not impair the independent registered public accounting firm’s independence. The Audit Committee canpre-approve specified services in defined categories of (i) audit services, (ii) audit-related services, (iii) tax services and (iv) other services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individualcase-by-case basis before the independent registered public accounting firm is engaged to provide a service. The term of anypre-approval is 12 months from the date ofpre-approval, unless the Audit Committee specifically provides for a different period. All of the 20192020 and 20182019 services described above werepre-approved by the Audit Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information regarding the beneficial ownership of Common Stock as of the close of business on March 16, 2020,15, 2021, when there were 16,455,00022,073,724 issued and outstanding shares, for each person known by us to beneficially own more than five percent (5%) of our Common Stock, each director, (including all nominees for director),each director nominee, 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 16, 202015, 2021 through the exercise of any option, warrant or right.