XOMETRY, INC.

7529 Standish Place6116 Executive Boulevard

Suite 200800

Derwood,North Bethesda, Maryland 2085520852

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

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GENERAL INFORMATION

XOMETRY, INC.

7529 Standish Place6116 Executive Boulevard

Suite 200800

Derwood,North Bethesda, Maryland 2085520852

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Do I need to attend the Annual Meeting in person to vote on the proposals described in this Proxy Statement?

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 Annual Meeting to vote your shares. You may vote by proxy over the Internet, telephone or by mail, and your vote will be cast on your behalf at the Annual Meeting. To submit your proxy, simply follow the instructions in this Proxy Statement. The Proxy Materials (as defined below) are being made available on the Internet on or about May 2, 2022. As used in this Proxy Statement, references to “we,” “us,” “our” and the “Company” refer to Xometry, Inc.

Why did I receivea Notice of Internet Availability of Proxy Materials on the internet instead of a full set of Proxy Materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Proxy Materials (as defined below) over the Internet. Accordingly, we have sent you a Notice of Internet Availability because the Board of Directors of Xometry, Inc. (the “Board”) is soliciting your proxy to vote at the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of Xometry, Inc., including at any adjournments or postponements thereof, to be held on Tuesday, June 28, 202220, 2023 at 11:00 AMa.m., Eastern Time. The Annual Meeting can be accessed by visiting https://meetnow.global/MM6NC9R (pleaseM4TPYZL . Please note that Internet Explorer is not supported).supported browsers include Chrome, MS Edge, Firefox and Safari.

The Notice of 20222023 Annual Meeting of Stockholders (“Notice of Annual Meeting”), this proxy statement, the proxy card or voting instruction form, and our Annual Report on Form 10-K for the fiscal year ended December 31, 20212022 (the “Annual Report” and, together with the proxy statement and proxy card or voting instruction form, the “Proxy Materials”) are available to stockholders on the Internet.

The Notice of Internet Availability will provide instructions as to how a stockholder of record may access and review the Proxy Materials on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the Proxy Materials, including a proxy card, be sent by mail or email to the stockholder of record. The Notice of Internet Availability will also provide voting instructions. Please note that, while our Proxy Materials are available at the website referenced in the Notice of Internet Availability, and our Notice of Annual Meeting, proxy statement and Annual Report are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

We intend to mail the Notice of Internet Availability on or about May 16, 20228, 2023 to all stockholders of record entitled to vote at the Annual Meeting. The Proxy Materials will be made available to stockholders on the Internet on the same date.

In this proxy statement, we refer to Xometry, Inc. as “Xometry,” “we” or “us.”

Will I receive any other Proxy Materials by mail?

You will not receive any additional Proxy Materials via mail unless you request a printed copy of the Proxy Materials in accordance with the instructions set forth in the Notice of Internet Availability.

When is the record date for the Annual Meeting?

The Board has fixed the record date for the Annual Meeting as of the close of business on May 4, 2022.April 26, 2023 (the “Record Date”).

The Annual Meeting will begin promptly at 11:00 a.m., Eastern Time, on Tuesday, June 20, 2023. To participate in the Annual Meeting, you will need to visit https://meetnow.global/MM6NC9R (please note that Internet Explorer is not supported)M4TPYZL and enter the control number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials, as applicable. If your shares are held by a broker, use the control number provided by your broker found on your notice or voting instruction form.

We recommend that you log in a few minutes before the Annual Meeting to ensure that you are logged in when the meeting starts. Please follow the registration instructions as outlined in this proxy statement. Information on how to vote online during the Annual Meeting is discussed below. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.

What do I do if I have technical difficulties in connection with the Annual Meeting?

TheWe will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting will begin promptly at 11:00 AM Eastern Time. We encourage you to access the Annual Meeting approximately 15 minutes in advance to allow ample time for you to access the meeting and test your computer audio system. We recommend that you carefully review the above procedures needed to gain admission in advance.Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call 1.888.724.2416.the technical support number that will be posted at https://meetnow.global/M4TPYZL. Technical support will be available starting at 7:00 a.m., Eastern Time, on June 20, 2023.

How do I register to attend the Annual Meeting?

If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare Trust Company, N.A. (“Computershare”)), you do not need to register to attend the Annual Meeting. Please follow the instructions on the notice or proxy card that you received to join the Annual Meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting or to vote or ask questions during the Annual Meeting.

To register to attend the Annual Meeting you must submit proof of your proxy power (“Legal Proxy”) reflecting your holdings in our capital stock along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 15, 2023. You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to Computershare as follows:

How do I ask a question at the Annual Meeting?

Only stockholders of record as of May 4, 2022the Record Date may submit questions or comments that may be addressed during the Annual Meeting. If you would like to submit a question, you may do so by going to https://meetnow.global/MM6NC9R (please note that Internet Explorer is not supported)M4TPYZL and entering the control number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials, as applicable. If your shares are held by a broker, use the control number provided by your broker found on your notice or voting instruction form.

In accordance with the rules of conduct, we ask that you limit your questions to questions that are relevant to the Annual Meeting or our business and that such questions are respectful of your fellow stockholders and

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meeting participants. Questions and answers may be grouped by topic, and substantially similar questions may be grouped and answered once. In addition, questions may be ruled out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the stockholder’s own personal, political or business interests.

Will a list of record stockholders as of the record date be available?

A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours by any stockholder for any purpose germane to the meeting for 10the ten days beforeending the day prior to the meeting at our offices. Please email legal@xometry.com to arrange for an in-person examination. The stockholder list will also be available electronically during the meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on May 4, 2022the Record Date will be entitled to vote online during the Annual Meeting. On the Record Date, there were 45,167,421 shares of Class A common stock and 2,676,154 shares of Class B common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on May 4, 2022,the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, the proxies will vote as recommended by the Board or, if no recommendation is given, will vote on those matters in accordance with their best judgment.

How do I vote?

If you are a stockholder of record and your shares are registered directly in your name, you may vote (i) online during the Annual Meeting or (ii) in advance of the Annual Meeting by goingproxy through the Internet, by telephone or by using a proxy card that you may request or that we may elect to https://meetnow.global/MM6NC9R (please note that Internet Explorerdeliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is not supported)counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.

If your shares of Class A common stock are held in street name (i.e., held for your account by a broker, bank or other nominee), you should have received a notice containing voting instructions from that organization rather than from us. You should follow the instructions in the notice to ensure your vote is counted. If you are a beneficial owner and would like to vote online during the Annual Meeting you should follow the procedures outlined above.

How many votes do I have?

On each matter to be voted upon, youEach holder of shares of our Class A common stock will have one vote for eachper share of Class A common stock you ownheld as of May 4, 2022. Ourthe Record Date, and each holder of shares of our Class B common stock which is held by our co-founders, haswill have twenty votes per share and represents approximately 54.9%of Class B common stock held as of the voting powerRecord Date. The holders of the shares of our outstanding capital stock.Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited.

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What are the Board’s recommendations on how to vote my shares?

The Board recommends a vote:

PROPOSAL 1: ELECTION OF DIRECTORS

General

Our amended and restated certificateBoard is currently composed of incorporation provides for a classified Board consisting of three classes of directors. Class I consists of three directors, Class II consists of threeeight directors and Class III consists ofis divided into three directors.classes. Each class serves forconsists, as nearly as possible, of one-third of the total number of directors and has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election.

Our directors are divided into three classes as follows:

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on ourthe Board may be filled only by the affirmative vote ofpersons elected by a majority of directors then in office.the remaining directors. A director elected by ourthe Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our company.

Our BoardEach of Mr. Hornig, Mr. Rosati and Ms. Weymouth is currently composeda member of nine directors. There are three directors whose termsour Board. Mr. Hornig and Ms. Weymouth were previously elected to the Board by the stockholders prior to our initial public offering (“IPO”) of office expire in 2022. Craig Driscoll,Class A common stock. Mr. Rosati was appointed by the Board prior to our IPO to fill a vacancy on the Board. Each of these nominees has been nominated for reelection to serve as a Class III director, has notified the Board that he will not stand for reelection as a director of the Company upon expiration of his current term. Uponbased in part on the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the two individuals listedand had agreed to be named in the table belowthis proxy statement and stand for election as directorsreelection at the Annual Meeting. After Mr. Driscoll’s term expires,Our management has no reason to believe that any nominee will be unable to serve. If elected at the Board intends to reduce the sizeAnnual Meeting, each of the Board to eight directors.

If thethese nominees listed below are elected, they will each hold officewould serve until the annual meetingAnnual Meeting of stockholdersStockholders to be held in 20252026 and until each of their successorsthe director’s successor has been duly elected, and qualified or if sooner, until the director’s death, resignation or removal. All nominees are currently serving on our Board and have consented to being named in this proxy statement and to serve if elected. It is our policy to encourage directors and nominees for director to attend the Annual Meeting.

The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to believe that each director or nominee should serve on the Board. There are no family relationships among any of our executive officers or directors.

Randolph Altschuler is our co-founder and has served as our Chief Executive Officer and as a member of our board of directors since May 2013. Prior to co-founding Xometry, Mr. Altschuler served as the Co-Founder and Executive Chairman of CloudBlue Technologies, Inc., a provider of recycling services for electronic equipment, from January 2008 to September 2013. Prior to CloudBlue, Mr. Altschuler was the co-founder and co-CEO of OfficeTiger, Inc. from 2000 to 2007. In addition to serving as our Chief Executive Officer, Mr. Altschuler also serves on the board of directors of the Maryland Tech Council and Regional Manufacturing Institute of Maryland. Mr. Altschuler received a B.A. from Princeton University and an M.B.A. from Harvard Business School. Mr. Altschuler was awarded a Fulbright Scholarship and studied at the University of Vienna in Austria.

Deborah Bial has served as a member of our board of directors since October 2020. Ms. Bial is the founder and president of the Posse Foundation, a diversity, leadership development and college success organization, a position she has held since 1989. In 2007, Ms. Bial received a prestigious MacArthur “Genius” Fellowship from the John D. and Catherine T. MacArthur Foundation. Ms. Bial received a B.A. from Brandeis University and an Ed.M and Ed.D. from Harvard University, and she is a member of Brandeis’ Board of Trustees.

Vote Required

Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. Accordingly, the twothree nominees receiving the highest number of

Our Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR“FOR” EACH OF THECLASS II DIRECTOR NOMINEE NAMED ABOVE.

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INFORMATION ABOUT OUR DIRECTOR NOMINEES.NOMINEES AND CURRENT DIRECTORS

Information About Our Continuing DirectorsThe following table sets forth, for the Class II nominees and our other directors who will continue in office after the Annual Meeting, their ages and position or office held with us as of the date of this proxy statement.

Set forth below areis biographical information for the names, agesdirector nominees and lengtheach person whose term of service of the remaining members of our Board whose termsoffice as a director will continue beyondafter the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led the Board to recommend them for board service.

Nominees for Election at the 2023 Annual Meeting of Stockholders

The principal occupation, business experience and education of each continuing director are set forth below.

Ranjana Clark George Hornighas served as a member of our Board since October 2013 and as chair of our board of directors since March 2021. Mr. Hornig serves as the Managing Partner and is a co-founder of The Seed Lab, an entrepreneur-led early-stage venture fund, a position he has held since November 2018. Mr. Hornig served as the Senior Managing Director and Chief Operating Officer of PineBridge Investments, a private, global asset manager, from November 2010 to December 2016. Mr. Hornig currently serves as the co-chair of the board of directors of Healthwell Acquisition Corp. I and as a member of the board of directors of Vaxxinity, Inc., positions he has held since July 2021 and January 2022, respectively. Mr. Hornig served as chair of the board of directors of KBL Merger Corp. IV from April 2017 to August 2020. From November 1996 to May 2018, he also served on the board of directors of Forrester Research and as chair of its audit committee. Mr. Hornig received an A.B. in Economics from Harvard University, a J.D. from Harvard Law School and an M.B.A from Harvard Business School.

Fabio Rosatihas served as a member of our Board since December 2017. Mr. Rosati is the Executive Chairman of Snagajob, a marketplace platform for connecting businesses with hourly workers, a position he has held since June 2019. He has been a member of the board of directors of Snagajob since 2017 and held the position of Chairman and acting CEO from July 2018 to May 2019. From May 2015 to July 2017 he served on the board of directors of Upwork, a position he held after serving as CEO from January 2014 to April 2015. Mr. Rosati is a board member of Smith.ai. Mr. Rosati received a B.S. in Finance and Accounting from Georgetown University.

Katharine Weymouthhas served as a member of our Board since October 2020. Since September 2021, Ms. Weymouth has served as the Chief Operating Officer at Shine Together (formerly known as FamilyCare), a start-up in the mental health space. Ms. Weymouth previously served as a senior advisor to ChefMarket (formerly DineXpert), a platform helping independent restaurants and food businesses source high quality products, and previously served as its Chief Operating Officer and President from June 2017 until May 2021.

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Ms. Weymouth was the Publisher and Chief Executive Officer of the Washington Post from February 2008 to September 2014. Since January 2015, Ms. Weymouth has served as a Trustee of the Philip L Graham Fund and the Greater Washington Community Foundation. Ms. Weymouth is a board member of Republic Services, Inc, Cable One, Inc., Sequoia Fund, Inc., and The Graham Holdings Company. Ms. Weymouth received a B.A. in English Literature from Harvard University and a J.D. from Stanford Law School.

Directors Continuing in Office until the 2024 Annual Meeting of Stockholders

Ranjana Clark has served as a member of our Board since July 2021. SinceFrom July 2013 to March 2023, Ms. Clark has held a number of positions with Mitsubishi UFJ Financial Group or MUFG, and is currently the(“MUFG”), most recently as its Head of Global Transaction Banking, Head of Transaction Banking Americas and Bay Area President. Prior to joining MUFG, Ms. Clark was the Chief Customer and Marketing Officer at PayPal from May 2011 to June 2013. Prior to that, Ms. Clark spent over 25 years in the financial services industry in roles spanning payments, marketing, strategy and business leadership. Ms. Clark currently serves on the board of directors of StanCorp Financial Group, Inc., the Bay Area Council and the University of California Berkeley’s Haas School of Business,InvestCloud, Inc., positions she has held since July 2014 July 2017 and July 2016May 2022, respectively. Ms. Clark is also a member of the President’s Council, Asia Foundation. Ms. Clark received a B.A. from the University of Delhi, an M.B.AM.B.A. with an emphasis in Marketing from the Indian Institute of Management, Ahmedabad and an M.B.A with an emphasis in Finance from Duke University’s Fuqua School of Business.

George HornigEmily Rollinshas served as a member of our board of directors since October 2013. Mr. Hornig serves as the Chairman and is a co-Founding Partner of The Seed Lab, an entrepreneur-led early-stage venture fund, a position he has held since November 2018. Mr. Hornig served as the Senior Managing Director and Chief Operating Officer of PineBridge Investments, a private, global asset manager, from November 2010 to December 2016. Mr. Hornig was the Chairman of the Audit Committee for KBL Merger Corp. IV (NASDAQ: KBLM) from April 2017 to August 2020. From November 1996 to May 2018, Mr. Hornig served as Audit Committee Chairman of the Board of Forrester Research (NASDAQ: FORR). Mr. Hornig currently serves on the board of directors of Vaxxinity, Inc. and as the co-chairman of the board of directors of Healthwell Acquisition Corp., positions he has held since January 2022 and July 2021 respectively. Mr. Hornig received an A.B. in Economics from Harvard University, a J.D. from Harvard Law School and an M.B.A from Harvard Business School.

position she has held since 1989. In 2007, Ms. Bial received a prestigious MacArthur “Genius” Fellowship from the John D. and Catherine T. MacArthur Foundation. Ms. Bial received a B.A. from Brandeis University and an Ed.M and Ed.D. from Harvard University, and she is a member of Brandeis’ Board of Trustees.

Board Diversity

Our Board believes that a diverse board is better able to effectively oversee our management and strategy, and position our company to deliver long-term value for our stockholders. Our Nominating and Corporate Governance Committee considers diversity, including diversity of gender, ethnic background and country of origin, as adding to the overall mix of perspectives of the Board as a whole. With the assistance of the Nominating and Corporate Governance Committee, the Board regularly reviews trends in board composition, including on director diversity.

The table below provides additional diversity information regarding our board of directors as of April 28, 2023. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Listing Rule 5605(f).

INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE

Board Independence

As required under The Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board must qualify as “independent,” as affirmatively determined by the Board. The Board consults with the Company’sour counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Based on information provided by each director concerning her or hissuch director’s background, employment, affiliations, all relevant identified transactions or relationships between each director or any of his or hersuch director’s family members, and the Company, itsXometry, our senior management and itsour independent auditors, the Board has determined that none of our current directors or former directors who served on our Board in 2022, other than Mr. Altschuler and Mr. Zuriff, by virtue of their respective positions as Chief Executive Officer and Managing Director of our Donor Advised Fund and shared status as Co-Founders,our co-founders, has or had any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq listing standards. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Companyus and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director and the transactions described in the section titled “Transactions with Related Persons.” The Board also determined that each member of our Audit, Compensation and Nominating and Corporate Governance Committees satisfies the independence standards for such committees established by the SEC and the Nasdaq listing standards, as applicable.

Board Leadership Structure and Risk Oversight

The Board has an independent chair, Mr. Hornig, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chairchair has substantial ability to shape the work of the Board. The Company believesWe believe that separation of the positions of Board Chairchair and Chief Executive Officer reinforces the independence of the Board in its oversight of theour business and affairs of the Company.affairs. In addition, the Company believeswe believe that having an independent Board Chairchair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the CompanyXometry and itsour stockholders. As a result, the Company believeswe believe that having an independent Board Chairchair can enhance the effectiveness of the Board as a whole.

Our Corporate Governance Guidelines specify that the Board will select our Chief Executive Officer and chairperson of the Board in the manner that it determines to be in the best interests of our stockholders and in accordance with any stockholder agreements. The Board does not believe there should be a fixed rule regarding the positions of Chief Executive Officer and chairperson being held by different individuals, or whether the chairperson should be a Xometry employee or should be elected from among the non-employee directors. The needs of Xometry and the individuals available to assume these roles may require different outcomes at different times, and the Board believes that retaining flexibility in these decisions is in the best interests of our Company.Xometry.

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. our company.

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Our Audit Committee has the responsibility to consider and discuss with management and the auditors, as appropriate, the Company’sour guidelines and policies with respect to financial risk management and financial risk assessment,

Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company. Each of the committees operates pursuant to a written charter and each committee reviews and assesses the adequacy of its charter and submits its charter to the Board for approval. The charters are all available in the “Investors–Corporate Governance” section of our website, www.xometry.com.www.xometry.com. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Audit Committee

TheOur Audit Committee consists of the Board was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act. The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include overseeing the:

George Hornig, Emily Rollins and Katharine Weymouth, served as members of the Audit Committee during 2021, with Ms. Rollins serving as Chair of the committee. The Board has determined that Ms. Rollins is an “audit

applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’sXometry’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022.

Xometry, Inc.

Audit Committee

Emily Rollins (chair)

George Hornig

Katharine Weymouth

The material in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing of Xometry under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

Our Compensation Committee consists of Deborah Bial, Ranjana Clark, George Hornig and Fabio Rosati, with Mr. Rosati serving as Chair of the committee. In addition, Craig Driscoll, a former member of the Board, served on the Compensation Committee until his departure from the Board in June 2022. Our Board has determined that each member of the Compensation Committee is independent under the Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with our Chief Executive Officer and our Chief People Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisers or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all

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Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on the “Investors–Corporate Governance” section of our website at www.xometry.com.www.xometry.com. We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics. Information contained on, or that can be accessed through, our website is not incorporated by reference into this proxy statement, and you should not consider information on our website to be part of this proxy statement.

PROPOSAL 2: RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMADVISORY VOTE ON EXECUTIVE COMPENSATION

The Audit CommitteeUnder the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, our stockholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement under “Executive Compensation—Compensation Discussion and Analysis,” the tables included under the heading “Executive Compensation” and the accompanying narrative discussion.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the compensation tables and the related narrative disclosures that accompany the compensation tables contained in the “Executive Compensation” section in this proxy statement. As discussed in those disclosures, we believe that our compensation policies and decisions are strongly aligned with our stockholders’ interests and consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.

Accordingly, the Board has selected KPMG LLP as our independent registered public accounting firmis asking the stockholders to indicate their support for the fiscal year ending December 31, 2022compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the named executive officers of Xometry, Inc., as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and has further directed that management submitAnalysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because the selection of its independent registered public accounting firm for ratificationvote is advisory, it is not binding on the Board or the Compensation Committee. Nevertheless, the views expressed by the stockholders, at the Annual Meeting. KPMG LLP has audited the Company’s financial statements since 2015. Representatives ofKPMG LLPwhether through this vote or otherwise, are expectedimportant to be available during the Annual Meeting with the opportunity to make a statement if he or she desiresmanagement and to respond to appropriate questions.

Our organizational documents do not require that the stockholders ratify the selection of KPMG LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee ofand, accordingly, the Board will reconsider whether or notand the Compensation Committee intend to retain that firm. Even ifconsider the selection is ratified, the Audit Committeeresults of the Boardthis vote in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would bemaking determinations in the best interestsfuture regarding executive compensation arrangements.

Vote Required

Advisory approval of this proposal requires the Company and its stockholders.

Vote Required

The affirmative vote of the holders of a majority of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to votevoting affirmatively or negatively (excluding abstentions and broker non-votes) on thesuch matter at the Annual Meeting will be required to ratify the selection of KPMG LLP.

Independent Registered Public Accounting Firm Fees

The following table represents the aggregate fees billed to the Company for the fiscal years ended December 31, 2021 and December 31, 2020 by KPMG LLP, our independent registered public accounting firm. All fees described below were pre-approved by the Audit Committee.

Pre-Approval Policies and ProceduresMeeting.

Our Audit Committee approves all audit and pre-approves all non-audit services provided by KPMG LLP before it is engaged by us to render non-audit services to ensure that the provision of these services does not impair the auditor’s independence. These services may include audit-related services, tax services and other non-audit services.

PROPOSAL 2.3: ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION

The Dodd-Frank Act and Section 14A of the Exchange Act provide that every six years we must provide stockholders an opportunity to vote, on a non-binding, advisory basis, for their preference on how frequently we should seek future non-binding, advisory votes to approve the compensation of our named executive officers (such as the one described in Proposal No. 2 above). Specifically, stockholders may indicate whether they would prefer these advisory resolutions on named executive officer compensation to be presented for stockholder approval every one, two or three years.

Our Board believes at this time that an annual frequency is appropriate for Xometry. The Board believes that an annual vote on named executive officer compensation provides stockholders with the opportunity to provide timely and direct input to the Board and the Compensation Committee about our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board believes that an annual vote is therefore consistent with our efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters. The Board will continue to evaluate the appropriate frequency for the stockholder executive compensation vote.

Since this proposal is an advisory vote, the result will not be binding on the Board. As such, the results of the vote will not be construed to create or imply any change to the fiduciary duties of the Board. The Board may decide that it is in the best interests of Xometry and our stockholders to hold a non-binding, advisory vote on our named executive officer compensation more or less frequently than the option approved by our stockholders. However, the Board values our stockholders’ opinions, and the Board and Compensation Committee will take into account the outcome of the advisory vote when determining how often we should submit to stockholders future “say-on-pay” votes. We expect that the next stockholder vote on the frequency of non-binding, advisory votes on named executive officer compensation will occur at our 2029 Annual Meeting of Stockholders.

Vote Required

The frequency that receives votes from the holders of a majority of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and voting (excluding abstentions and broker non-votes) on such matter will be deemed to be the frequency preferred by our stockholders. In the event that no frequency receives a majority of the votes, the Board will consider the frequency that receives the most votes cast to be the frequency preferred by our stockholders.

Our Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS FOR “ONE YEAR” AS THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.

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EXECUTIVE OFFICERS

The following table sets forth, information regardingfor our executive officers, their ages and positions held with us as of May 4, 2022:the date of this proxy statement:

Biographical information for Mr. Altschuler and Mr. Zuriff is included above with the director biographies under the caption “Information Aboutabout Our ContinuingDirector Nominees and Current Directors.”

Bill Cronin has served as our Chief Revenue Office since September 2018, and has served as our Senior Vice President of Sales and Marketing since February 2016. Prior to joining Xometry, Mr. Cronin served as the Vice President of Marketing for WeddingWire, a global marketplace for wedding professionals, from November 2013 to January 2016. Mr. Cronin previously was the VPVice President of Marketing for USA Today and held a range of roles at Mastercard over 12 years including VPVice President of Global Brand Building. Mr. Cronin received a B.A. from Dartmouth College.

Peter Goguen has served as our Chief Operating Officer since March 2018. Prior to joining Xometry, Mr. Goguen served as the Executive Director of New Business Development and Launch for Detroit Manufacturing Systems LLC, a provider of high-quality vehicle interior components, from April 2015 to October 2018. Prior to that position, Mr. Goguen spent 28 years at Magna International, a Canadian mobility technology company, including most recently as Vice President of Operation from October 2010 to January 2014. Mr. Goguen received a B.S. in Mechanical Engineering from Queen’s University in Canada.

Matthew Leibel has served as our Chief Technology Officer since September 2022. Mr. Leibel initially joined Xometry in June 2019, serving as our Senior Vice President of Technology until his promotion to Chief Technology Officer. Prior to Xometry, Mr. Leibel served as Senior Director of Engineering at Vistaprint from December 2014 to June 2019, and earlier held roles in product, design and software development for various technology companies, including Resonate Networks, Plateau Systems, TechTrader and Electronic Data Systems among others. Mr. Leibel received a B.A. in History from George Mason University and an M.I.T. in Information Technology from Virginia Polytechnic Institute and State University.

Kathy Mayerhofer has served as our Chief Sales Officer since February 2020, and previously served as our Senior Vice President of Sales from March 2017 to February 2020. Prior to joining Xometry, Ms. Mayerhofer served as the Director of Sales for Protolabs, a provider of rapid manufacturing of low-volume 3D printing, from April 2011 to May 2016. Ms. Mayerhofer received a B.A. in Business and Communications from St. Cloud State University.

James Rallo has served as our Chief Financial Officer since April 2020. Prior to joining Xometry, Mr. Rallo served as the President and Chief Financial Officer of Liquidity Services, a network of e-commerce marketplaces, from February 2005 to April 2019. Between roles at Liquidity Services and Xometry, Mr. Rallo briefly served as Chief Financial Officer of Stimwave Technologies LLC, a medical device company. Mr. Rallo is a Certified Public Accountant and received a B.S. in Business and Accounting from Washington and Lee University and an M.B.A. from the University of Maryland College Park.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Executive Officer Compensation Discussion and Analysis

SummaryOverview

We became a public company in July 2021, and we ceased to be an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, as of December 31, 2022. This proxy statement, therefore, includes detail regarding executive compensation that would not have been required had we continued to be an emerging growth company, including (i) this Compensation TableDiscussion and Analysis, (ii) the additional compensation tables titled “Grants of Plan-Based Awards,” “Option Exercises and Stock Vested,” and “Potential Payments upon Termination or Change in Control,” and (iii) advisory votes on the compensation of our named executive officers and the preferred frequency of future advisory votes on the compensation of our named executive officers, which are included as Proposals 2 and 3 in this proxy statement.

This Compensation Discussion and Analysis section discusses our executive compensation policies and how and why the Compensation Committee arrived at specific compensation decisions for the year ended December 31, 2022 for the individuals who served as our principal executive officer and principal financial officer and our three other most highly-compensated executive officers as of December 31, 2022, collectively referred to as our “named executive officers”:

Business Highlights

Our Business

We are a global online marketplace connecting buyers with suppliers of manufacturing services, transforming one of the largest industries in the world. We use our proprietary technology to create a marketplace that enables buyers to efficiently source manufactured parts and assemblies, and empower suppliers of manufacturing services to grow their businesses.

Our AI-enabled technology platform is powered by proprietary machine learning algorithms and a dataset, resulting in a sophisticated marketplace for manufacturing. As a result, buyers can procure the products they want on demand and suppliers can source new manufacturing opportunities that match their specific processes and capacity. Interactions on our platform provide rich data insights that allow us to continuously improve our AI models and innovate new products and services, fueling powerful network effects as we scale.

2022 Financial Highlights

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To supplement our consolidated financial statements, which are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), we provide investors with certain non-GAAP financial measures, including Adjusted EBITDA. For a full reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operational and Business Metrics” in our Annual Report on Form 10-K filed with the SEC on March 16, 2023.

Compensation Program Objectives, Philosophy and Elements of Compensation

The main objectives of our executive compensation program are to:

We believe that our executive compensation program accomplishes the following:

To achieve our compensation objectives, we have historically provided our executive officers, including our named executive officers, with a compensation package consisting of the following table sets forth informationelements:

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In evaluating our executive compensation policies and programs, as well as the short- and long-term value of our executive compensation plans, the Compensation Committee considers both the performance and skills of each of our executives, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize stockholder value.

We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short- and long-term compensation, or among cash and non-cash compensation. Instead, the Compensation Committee uses market benchmarks as a starting point to establish a total compensation program for each executive that is a mix of current, short-term incentive and long-term incentive compensation and cash and non-cash compensation that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, a significant portion of each executive’s total target compensation consists of company performance-based bonus opportunities and long-term equity awards in order to align our executive officers’ incentives with the interests of our stockholders and our corporate goals.

In making executive compensation decisions, the Compensation Committee generally considers each executive officer’s total target direct compensation, which consists of base salary, target bonus opportunity (which, together with base salary, we refer to as target cash compensation) and long-term equity awards (valued based on an approximation of grant date fair value).

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How We Determine Executive Compensation

Role of Our Compensation Committee, Management and the Board

Our Compensation Committee is appointed by the Board to assist with the Board’s oversight responsibilities with respect to our compensation and benefit plans, policies and programs, administration of our equity plans and the Board’s responsibilities related to the compensation of our executive officers, directors and senior management, as appropriate.

The Compensation Committee is primarily responsible for establishing and reviewing our general compensation strategy. The Compensation Committee generally meets quarterly, and with greater frequency if necessary, to, among other responsibilities, manage and evaluate our executive compensation program, and generally determines, which may be subject to final Board approval, the principal components of compensation (base salary, performance bonus awards and equity awards) for our executive officers on an annual basis. However, decisions may occur at other times for new hires, promotions or other special circumstances as the Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee generally reviews and determines equity-based incentive awards annually at the beginning of the last two completed fiscal years regarding compensation awardedyear or as appropriate during the year for new hires, promotions, or other special circumstances, such as retention. The Compensation Committee will continue to or earned byevaluate its equity grant policies as we continue to evolve and grow as a public company.

The Compensation Committee works with and receives information and analyses from our Chief Executive Officer and other members of management, including within our legal, finance and human resources departments, and considers such information and analyses in determining the two other most highly compensatedstructure and amount of compensation to be paid to our executive officers, including our named executive officers. Our Chief Executive Officer evaluates and discusses with the Compensation Committee executive officer performance assessments and management’s recommendations and proposals regarding executive officer compensation programs and decisions affecting base salaries, equity compensation and other compensation-related matters outside of the presence of any other named executive officer. However, the Compensation Committee retains the final authority to make all compensation decisions. While our Chief Executive Officer discusses his recommendations with the Compensation Committee, he does not participate in the deliberations concerning, or collectively, the determination of, his own compensation.

From time to time, various other members of management and other employees, as well as outside advisors or consultants, may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in Compensation Committee or Board meetings.

Members of management, including our Chief Executive Officer, may attend portions of the Compensation Committee’s meetings. However, our Chief Executive Officer is not present during decisions regarding his compensation.

Role of Compensation Consultant

The Compensation Committee has retained Meridian as its independent compensation consultant since 2021 due to its extensive analytical and compensation expertise relating to technology companies. Meridian reports directly to the Compensation Committee and does not provide any services to our company other than data and advice related to executive and director compensation matters. The Compensation Committee has analyzed whether the work of Meridian as the compensation consultant raised any conflict of interest, after taking into consideration the six factors prescribed by the SEC and Nasdaq. Based on its analysis, the Compensation Committee determined that the work of Meridian and the individual compensation advisors have conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and the Nasdaq listing standards.

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In its capacity as the Compensation Committee’s independent compensation consultant, in 2022, Meridian assisted with, among other things:

The Compensation Committee has the sole authority to engage and terminate Meridian’s services, as well as to approve its compensation. Meridian makes recommendations to the Compensation Committee, but has no authority to make compensation decisions on behalf of the Compensation Committee or Xometry. Meridian reports to the Compensation Committee and has direct access to the chairperson and the other members of the Compensation Committee.

Use of Competitive Market Compensation Data

The Compensation Committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we may compete for top talent. To this end, the Compensation Committee works annually with Meridian to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. The Compensation Committee believes that the peer and market data provided by Meridian, along with other factors, is an important reference point when setting compensation for our named executive officers duringbecause competition for executive management is intense in our industry and the fiscal years indicated:retention of our talented leadership team is critical to our success. While compensation relative to peer group companies can vary by executive officer as a result of individual performance, tenure, scope of responsibility and other factors deemed relevant by the Compensation Committee, the Compensation Committee generally targets setting base salary of our executive officers between the 25th and 50th percentiles of our peer group, annual performance-based cash bonuses near the 50th percentile and equity compensation between the 50th and 65th percentiles. As a result, the Compensation Committee seeks to align total compensation with executive and corporate performance, such that executive compensation will exceed the median level of our peer group when our company exceeds its performance goals and demonstrates strong stockholder value over time.

2022 Peer Group

In January 2022, Meridian proposed, and the Compensation Committee approved, a group of companies that would be appropriate peers for 2022 compensation decisions, based on the following criteria:

Our 2021 Revenue was $218.3 million and our market capitalization as of December 31, 2021 was approximately $2.275 billion. Using the above criteria, the following 19 companies were identified as appropriately sized for our peer group by the Compensation Committee for the purpose of informing executive pay decisions for 2022:

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Narrative to the Summary Compensation Table

Annual Base Salary

Our named executive officers receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation

executive’s responsibilities increase, the executive’s variable compensation in the form of an annual cash bonus may also increase, generally making up a larger portion of the executive’s total compensation. Our named executive officers (other than the Chief Executive Officer) may be eligible for 2021 was 75% for Mr. Altschuler and, prior toan annual bonus in excess of target based on outstanding performance.

The target annual performance-based bonus award opportunities of our IPO, was 33% and after our IPO, was 50% for each of Messrs. Rallo and Goguen. For 2021,named executive officers were determined by the Compensation Committee determinedand approved by the Board in the first quarter of 2022 and expressed as a percentage of their annual base salary, as follows:

For 2022, our Board, upon the recommendation of the Compensation Committee, established revenue, gross margin percentage and EBITDA as the corporate performance goals applicable to the annual incentive bonus. The Compensation Committee chose these metrics because it believes that these goals represent rigorous objectives for our named executive officers and align with stockholder interests. Additionally, a weighting between corporate performance and individual performance is also applied for each named executive officer to reflect the level of impact such individual would be able to make on the overall corporate performance. The program does not default to formulaic results when performance for a particular goal is above or below target, but instead permits the exercise of both negative and positive discretion based on the Compensation Committee’s view of overall corporate and individual performance within the context of challenges and opportunities confronted during the year. Corporate goals and the relative weighting for each corporate goal and corporate versus individual performance was as follows for 2022.

In the first quarter of 2023, prior to the Compensation Committee’s assessment of the corporate performance goal achievement for 2022, Mr. Altschuler was entitled to 68%,notified the Compensation Committee that he, Mr. Rallo, was entitled to 43%Mr. Cronin and Mr. Goguen, was entitledamong others, would forego their 2022 bonuses in order to 36%provide additional funds for a reduced bonus for other employees. Accordingly, these named executive officers received no annual bonus for 2022 performance. With respect to Mr. Leibel, following a discussion with management and an assessment of eachactual performance relative to our performance goals for 2022, the Compensation Committee approved the achievement of their respective base salaries.his goals at the level of approximately 84% overall. Following consultation with management and in light of Xometry’s overall performance in 2022, the Compensation Committee further reduced target bonus payouts for Mr. Leibel and certain other senior level employees, such that Mr. Leibel ultimately received a performance bonus of $64,378 for 2022.

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Equity-Based Incentive Awards

Equity-based compensation is an important foundation in executive compensation packages, as we believe it is important to maintain a strong link between executive incentives and the creation of stockholder value. We believe that performance and equity-based compensation can be an important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting, motivating and retaining high-quality executives. Prior to our IPO, all of the equity awards we granted were made pursuant to our 2016 Incentive Plan (the “2016 Plan”). Following our IPO, all of the equity incentive awards have been and will be granted under the terms of our 2021 Equity Incentive Plan (the “2021 Plan”), under which we may grant equity incentive awards to our directors, employees and consultants, and our affiliates, to enable us to obtain and retain services of these individuals, which we believe is essential to our long-term success.

Individual grants are determined by the Compensation Committee based on a number of factors, including current corporate and individual performance, the Chief Executive Officer’s recommendations, outstanding equity holdings and their retention value and total ownership, historical value of our stock, the value of current equity awards of executives, and with reference to an analysis of competitive market data prepared by Meridian. Following this, the Compensation Committee recommends to the Board the size of individual grants to our executive officers.

We have historically used stock options as an incentive for long-term compensation to our named executive officers. In 2022, as part of its annual process, the Compensation Committee reviewed our executive compensation program with Meridian to ensure it continues to achieve the goals of the program and remains competitive. Based on its review, the Compensation Committee approved a change in the relative mixture of equity awards to the Company’s executive officers to a mixture of 50% stock options and 50% restricted stock units (“RSUs”), which change became effective beginning with the grants made in 2022. In connection with its general review of our equity program, the Compensation Committee determined that the change to include a mix of RSU and stock option awards as part of our executive officer’s equity compensation package would have the effect of better attracting, retaining and incentivizing our executive officers to grow the business in a way that increases stockholder value.

In March 2022, the Compensation Committee recommended, and the Board approved, equity awards to our named executive officers using a mixture of stock options and RSUs. The number of stock options and RSUs received by each named executive officer was based on an aggregate grant value approved by the Board, split 50% in the form of stock options and 50% in the form of RSUs.

The following table sets forth the equity incentive awards granted to our named executive officers in 2022:

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2021:2022: