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Faro Technologies, Inc. Nps 2021 V1 FARO TECHNOLOGIES, INC. 250 Technology Park Lake Mary, Florida 32746 NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 28, 2021 April 15, 2021 To our shareholders: You are cordially invited to attend the 2021 Annual Meeting of Shareholders (the ‘‘Annual Meeting’’) of FARO Technologies, Inc. (the ‘‘Company,’’ ‘‘FARO,’’ ‘‘we,’’ ‘‘us’’ or ‘‘our’’) on May 28, 2021 at 9:00 a.m., Eastern time. via a live webcast on the Internet at www.virtualshareholdermeeting.com/FARO2021. The Annual Meeting will be held entirely online this year due to the ongoing public health impact of the coronavirus outbreak (COVID-19). You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/FARO2021, where you will be able to vote electronically and submit questions. You will not be able to attend the Annual Meeting in person. You will need the 16-digit control number included in your Notice of Internet Availability or your proxy card (if you received a printed copy of the proxy materials) to attend the Annual Meeting. At the Annual Meeting, shareholders will vote on the following matters: 1. the election of two directors, Lynn Brubaker and Jeroen van Rotterdam to the Board of Directors, each to serve for a three-year term expiring at the Annual Meeting of Shareholders in 2024; 2. the ratification of Grant Thornton LLP as our independent registered public accounting firm for 2021; 3. a non-binding resolution to approve the compensation of our named executive officers; and 4. any other business that may properly come before the Annual Meeting or any postponements or adjournments of the Annual Meeting. Holders of record of FARO common stock at the close of business on March 26, 2021 are entitled to vote at the Annual Meeting. FARO is pleased to be providing access to our proxy materials primarily by taking advantage of the Securities and Exchange Commission rule that allows issuers to furnish proxy materials to their shareholders over the Internet. On or about April 15, 2021, we will mail a Notice of Internet Availability of Proxy Materials (the ‘‘Notice’’) to the majority of our shareholders, and on or about the same date, we will mail a printed copy of the proxy statement and a proxy card to shareholders who have requested to receive them. On the mailing date of the Notice, all shareholders will have the ability to access all of the proxy materials, including the proxy statement, on a website referred to in the Notice and the proxy statement. We believe this method allows us to provide you with the information you need more expeditiously, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Your vote is important, and it is important that your shares be represented at the Annual Meeting, no matter how many shares you own. Please promptly submit your proxy or voting instructions over the Internet or by telephone by following the instructions on the Notice and in the proxy statement so that your shares can be voted, regardless of whether you expect to attend the Annual Meeting online. If you received your proxy materials by mail, you may submit your proxy or voting instructions over the Internet or by telephone, or you may submit your proxy by marking, dating, signing and mailing the proxy card or voting instruction card using the postage paid envelope provided. If you attend the Annual Meeting online, you may withdraw your proxy and vote during the meeting electronically if you would like to do so. Thank you for your continued support. By Order of the Board of Directors, Allen Muhich Chief Financial Officer 2021 Proxy Statement Summary The following is a summary of certain key disclosures in this Proxy Statement. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review this Proxy Statement as well as our 2020 Annual Report on Form 10-K. Annual Meeting of Shareholders May 28, 2021, 9:00 a.m. Eastern Time Record Date: March 26, 2021 www.virtualshareholdermeeting.com/FARO2021 Proposals to be Voted on and Board Voting Recommendations Proposals Recommendations Elections of the following persons as directors: • Lynn Brubaker FOR • Jeroen van Rotterdam FOR Ratification of Grant Thornton LLP as Auditors for 2021 FOR Non-binding vote to approve the compensation of our named executive officers FOR TABLE OF CONTENTS Page About the Meeting....................................................................... 2 Proposal 1: Election of Directors . 8 Corporate Governance and Board Matters . 11 2020 Director Compensation . 21 Proposal 2: Ratification of Independent Registered Public Accounting Firm. 23 Independent Public Accountants . 24 Report of the Audit Committee . 25 Proposal 3: Advisory Vote on Executive Compensation . 26 Executive Officers . 27 Executive Compensation . 28 Security Ownership of Certain Beneficial Owners and Management . 49 Certain Relationships and Related Transactions . 51 Delinquent Section 16(a) Reports . 52 Other Matters to Come Before the Annual Meeting . 53 Deadline for Receipt of 2021 Shareholder Proposals and Director Nominees . 54 2020 Annual Report . 55 Appendix A (Reconciliation of Non-GAAP Measures) . 56 i FARO TECHNOLOGIES, INC. 250 Technology Park Lake Mary, Florida 32746 PROXY STATEMENT FOR 2021 ANNUAL MEETING OF SHAREHOLDERS This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the ‘‘Board of Directors’’ or the ‘‘Board’’) of FARO Technologies, Inc. (‘‘FARO,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us’’ or ‘‘our’’) for use at the 2021 Annual Meeting of Shareholders (the ‘‘Annual Meeting’’), to be held on May 28, 2021 at 9:00 a.m., Eastern time, via a live webcast on the Internet at www.virtualshareholdermeeting.com/FARO2021. The Annual Meeting will be held entirely online this year due to the ongoing public health impact of the coronavirus outbreak (COVID-19). You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/FARO2021, where you will be able to vote electronically and submit questions. You will not be able to attend the Annual Meeting in person. You will need the 16-digit control number included in your Notice of Internet Availability or your proxy card (if you received a printed copy of the proxy materials) to attend the Annual Meeting. In accordance with the e-proxy rules adopted by the Securities and Exchange Commission (‘‘SEC’’), we are providing access to our proxy materials primarily by furnishing the proxy materials to our shareholders on the Internet, rather than mailing paper copies of the materials to each shareholder. On or about April 15, 2021, we will mail a Notice of Internet Availability of Proxy Materials (the ‘‘Notice’’) to the majority of our shareholders, and on or about the same date, we will mail a printed copy of the Proxy Statement and a proxy card to shareholders who have requested to receive them. On the mailing date of the Notice, all shareholders will have the ability to access all of the proxy materials, including the Proxy Statement, on a website referred to in the Notice and this Proxy Statement. The Notice contains instructions on how to access and review the proxy materials, including the Proxy Statement and annual report to shareholders, over the Internet, how to request paper copies of the proxy materials and how shareholders can submit their proxies on the Internet. Brokerage firms and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice. Internet distribution of the proxy materials is designed to expedite receipt by shareholders, lower the cost of the Annual Meeting, and conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection by any shareholder at our principal executive offices at 250 Technology Park, Lake Mary, Florida 32746 for a period of ten days prior to the Annual Meeting. If you wish to inspect the list of shareholders prior to the Annual Meeting, please contact Nancy Setteducati at (407) 333-9911 to schedule an appointment. In addition, the shareholder list will be available during the Annual Meeting through the meeting website for those shareholders who choose to attend. This Proxy Statement and our 2020 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available to shareholders at: www.proxyvote.com. Our 2020 Annual Report is not to be considered a part of these proxy materials or as having been incorporated by reference into this Proxy Statement. 1 ABOUT THE MEETING What is the purpose of the Annual Meeting? At the Annual Meeting, shareholders will vote on the following matters: 1. the election of two directors, Lynn Brubaker and Jeroen van Rotterdam, to the Board of Directors, each to serve for a three-year term expiring at the annual meeting of shareholders in 2024; 2. the ratification of Grant Thornton LLP as our independent registered public accounting firm for 2021; and 3. a non-binding resolution to approve the compensation of our named executive officers. Shareholders will also transact any other business that may properly come before the Annual Meeting. Once the business of the Annual Meeting is concluded, shareholders will have an opportunity to ask questions as time permits. Members of our management and representatives of Grant Thornton LLP, our independent registered public accounting firm, will be present to respond to appropriate questions from shareholders. Why am I receiving these materials? We have made these proxy materials available to you on the Internet or, upon your request, have delivered printed versions of these proxy materials to you by mail, in connection with our solicitation of proxies for use at the Annual Meeting.
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