DEF 14A of DMC Global Inc.
Filed Mar 31, 2026 · FY20250000034067-26-000022
NOMINEES
NOMINEES The names of the nominees and certain information about them are set forth below. In addition, we have included information about each nominee’s specific experience, qualifications, attributes and skills that led our Board of Directors to conclude that the nominee should serve as a director of the Company, in light of our business and corporate strategy.
NOMINEES
| Name | Position | Age | | James O’Leary | Executive Chairman, President and Chief Executive Officer | 63 | | John R. Doubman | Director | 54 | | Ruth I. Dreessen | Director | 70 | | Michael A. Kelly | Director | 69 | | Ouma Sananikone | Lead Independent Director | 68 | | Sharon S. Spurlin | Director | 61 |
NOMINEES
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NOMINEES
| Director since: 2023 | JAMES O’LEARY | | | | Skills and Qualifications ●Comprehensive leadership experience in a range of industries, with deep experience in building and industrial products ●Diverse board experience | Current Public Company Directorships: ●Builders FirstSource, Inc. | | | Mr. O’Leary was appointed as a director in November 2023, Executive Chairman of the Board on October 16, 2024, and as the Company’s President and Chief Executive Officer effective as of July 1, 2025 after serving as Interim President and Chief Executive Officer since November 29, 2024. He currently serves as a director of Builders FirstSource, Inc. (NYSE: BLDR), the nation’s leading supplier of structural building products, value-added components and services to the professional building market. He served as Chairman of the Board of a predecessor company, BMC Stock Holdings, Inc., prior to its merger with Builders FirstSource in 2021. He served as a director of BMC beginning in 2014. He also serves on the boards of several private equity owned companies and as a Senior Advisor to certain private equity firms. He previously served as Chairman and Chief Executive Officer of WireCo Worldgroup, Inc., a leading global manufacturer of engineered wire, steel rope, and synthetic rope, from January 2017 until July 2019. Prior to this, Mr. O’Leary served as Chairman of the Board and Chief Executive Officer of Kaydon Corporation, Inc., a diversified global manufacturer of precision industrial goods, from March 2007 until its successful sale in October 2013. From October 2013 to March 2014, Mr. O’Leary served as a Senior Advisor to the SKF Group, the acquiror of Kaydon Corporation, Inc. From 2005 to March 2007, he served as an independent director of Kaydon Corporation, Inc. Mr. O’Leary is a certified public accountant (currently inactive) in the State of New York and holds a B.B.A. from Pace University and an M.B.A. from the Wharton School of Business at the University of Pennsylvania. | |
NOMINEES
| Director since: 2025 Independent Committees: ●Risk ●Compensation | JOHN R. DOUBMAN | | | Skills and Qualifications ●Executive leadership and operational experience in specialty chemicals and industrial manufacturing ●Strategic planning, business development and portfolio management experience ●Technical and business background in engineering-driven industries | | | Mr. Doubman was appointed as a director in June 2025. He has served as Chief Executive Officer of ICP Group, a leading manufacturer of specialty coatings, adhesives, and sealants serving the construction and industrial markets, since September 2023. Mr. Doubman rejoined ICP Group after serving as president of its Building Solutions Group from July 2020 to December 2021. Before becoming CEO of ICP Group, Mr. Doubman served as Chief Operating Officer of Ecore International, a leading manufacturer of recycled rubber indoor and outdoor surfaces, from March 2022 to August 2023. Previously, he spent 13 years at Cabot Corporation, a global specialty chemicals and performance materials company, holding various leadership roles, including senior vice president of Corporate Strategy and Development and president of the Specialty Fluids segment. Mr. Doubman holds a B.S. in mechanical engineering from Bucknell University and an M.B.A. from the Wharton School of Business at the University of Pennsylvania. |
NOMINEES
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NOMINEES
| Director since: 2020 Independent Committees: ●Audit (Chair) ●Compensation ●Corporate Governance and Nominating | RUTH I. DREESSEN | | | Skills and Qualifications ●Extensive financial and management background in investment banking and private equity in the chemical and related industries ●Substantial experience in financial analysis, capital markets and strategic planning ●Over two decades of financial leadership experience in the chemical, energy and petrochemical industries | | | Ms. Dreessen was appointed as a director in October 2020. She has more than 25 years of experience in financial leadership roles, specifically in the chemical industry. From 2020 to 2024, Ms. Dreessen served as an Operating Partner of Triten Energy Partners, a private equity firm. From 2012 to 2023, she served as a director, and from 2015 to 2023, Chairperson of Gevo, Inc. (NASDAQ: GEVO), a publicly held company focused on sustainable aviation fuel. From 2010 to December 2018, Ms. Dreessen was a Managing Director of Lion Chemical Partners, LLC, a private equity firm focused on chemical and related industries. Prior to joining Lion Chemical Partners, Ms. Dreessen served as the Executive Vice President and Chief Financial Officer of TPC Group Inc. from 2005 to 2010. Before joining TPC Group, Ms. Dreessen was Senior Vice President, Chief Financial Officer and Director of Westlake Chemical Corporation. Previously she spent 21 years at J.P. Morgan Securities LLC and predecessor companies, ultimately as a Managing Director of chemicals investment banking. Ms. Dreessen received her undergraduate degree from the New College of Florida and holds a master’s degree in International Affairs from Columbia University. In 2024, Ms. Dreessen earned a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University. |
NOMINEES
| Director since: 2020 Independent Committees: ●Compensation (Chair) ●Corporate Governance and Nominating ●Risk | MICHAEL A. KELLY | | | | Skills and Qualifications ●Diversified background in finance, operations and the life sciences industry ●Extensive skills in executive leadership, finance, operations and management ●In depth experience with a multinational company operating in global markets | Current Public Company Directorships: ●Amicus Therapeutics, Inc. ●NeoGenomics, Inc. ●Prime Medicine, Inc. | | | Mr. Kelly was appointed as a director in July 2020. He has more than two decades of executive experience in senior leadership roles in the life sciences industry. He founded and has served as President of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business, since January 2018. Mr. Kelly worked in various capacities at Amgen, Inc. from 2003 to 2017, most recently as Senior Vice President, Global Business Services from July 2014 to July 2017, and as acting Chief Financial Officer from January to July 2014. Prior to his service at Amgen, he served as Chief Financial Officer of Tanox, Inc. from 2000 to 2003, Vice President, Finance and Corporate Controller of Biogen, Inc. from 1998 to 2000 and Vice President, Finance and Chief Financial Officer of Nutrasweet Kelco Company from 1996 to 1998. From February 2019 to April 2023, he served on the board of directors of HOOKIPA Pharma, Inc., a biopharmaceutical company, and from August 2020 to May 2022, he served on the board of directors of Aprea Therapeutics, Inc., a biopharmaceutical company. He currently serves as an independent member of the board of directors for each of Amicus Therapeutics, Inc. (NASDAQ: FOLD), NeoGenomics, Inc. (NASDAQ: NEO) and Prime Medicine, Inc. (NASDAQ: PRME) each of which is a publicly traded company. Mr. Kelly holds a bachelor’s degree in Business Administration from Florida A&M University. | |
NOMINEES
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NOMINEES
| Director since: 2023 Independent Committees: ●Corporate Governance and Nominating (Chair) ●Audit | OUMA SANANIKONE | | | | Skills and Qualifications ●Extensive financial and management background in investment banking and finance ●Significant experience in strategic planning at both executive and board levels ●Deep leadership experience in the finance and investment management sectors | Current Public Company Directorships: ●iA Financial Group (Toronto Stock Exchange) ●Gecina (Paris Stock Exchange) | | | Ms. Sananikone was appointed as a director in August 2023 and as Lead Independent Director in October 2024. She has over 30 years in finance and investment management experience at both executive and board levels. Ms. Sananikone retired as Managing Director, Corporate Strategy & Development, of BT Financial Group/Westpac Banking Corporation in 2003. She served in various consulting roles from 2003 to 2006 and from 2005 to 2008 was an Honorary Australian Financial Services Fellow on behalf of the Government of Australia. From 2000 to 2001 she was the Chief Executive Officer of Aberdeen Asset Management PLC. She is currently serving on the boards of iA Financial Group, Innergex Renewable Energy, Inc., and Ivanhoe Cambridge, Inc. She previously served on the board of Hafnia Ltd from November 2019 to November 2023. She graduated with a B.A. in Economics and Political Science from Australian National University and holds a Masters of Commerce from New South Wales University. | |
NOMINEES
| Director since: 2025 Independent Committees: ●Audit ●Risk | SHARON S. SPURLIN | | | | Skills and Qualifications ●Extensive financial leadership experience in the energy, midstream and petrochemical industries ●Significant expertise in corporate finance, governance and risk management ●Public company board and audit committee leadership experience | Current Public Company Directorships: ●AdvanSix Inc. ●Smart Sand, Inc. | | | Ms. Spurlin was appointed as a director in September 2025. She has served as senior vice president and treasurer at Plains All American Pipeline, a multi-billion-dollar public company engaged in the transportation, storage and marketing of crude oil and natural gas liquids across the U.S. and Canada, since October 2014. Previously, Ms. Spurlin was chief financial officer of petrochemical company PetroLogistics LP, where she led the company's IPO and governance structure development. Her career also includes senior finance leadership roles at PL Midstream and American Ref-Fuel Company, as well as audit leadership positions at Arthur Andersen. She serves on the board of AdvanSix Inc. (NYSE: ASIX), a diversified chemical company, where she chairs the compensation, leadership and development committee and previously chaired the nominating and governance committee. She is also a director at Smart Sand, Inc. (NASDAQ: SND), a leading supplier of frac and industrial sand, where she chairs the audit committee. Ms. Spurlin holds a bachelor's degree in accounting, magna cum laude, from Texas A&M University-Kingsville. She is a Certified Public Accountant in the State of Texas and an active member of the National Association of Corporate Directors and the American Institute of CPAs. | |
The Risk Committee
The Risk Committee The Risk Committee is responsible for broad oversight of risk, with the primary purpose of assisting the Board with its oversight of the Company’s level of risk, risk assessment and risk management in areas not otherwise addressed by other committees of the Board, including review of the health, safety, environmental and sustainability practices and policies of the Company. The Risk Committee is also responsible for review of controls around cybersecurity and incident responses, reviewing the Company’s information security budget and independent assessments of the Company’s information security programs, and reviewing the Company’s Cybersecurity Incident Response Plan. The current members of the Risk Committee are Messrs. Rose, Doubman, and Kelly and Ms. Spurlin, each of whom is a non-employee director that the Board has determined to be “independent” under SEC and Nasdaq rules. During 2025, the Risk Committee met four times.
The Risk Committee
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The Risk Committee
| CORPORATE GOVERNANCE |
The Risk Committee
DMC is committed to sound principles of corporate governance. Our Board has adopted Corporate Governance Guidelines and other corporate governance policies that supplement certain provisions of our bylaws and relate to the composition, structure, interaction and operation of the Board. Our Board periodically, and at least annually, reviews and revises the Corporate Governance Guidelines and other policies, as appropriate, to ensure that they reflect our Board’s corporate governance objectives and commitments. Copies of our Corporate Governance Guidelines and other governance documents can be found on the “Governance – Governance Documents” page of the “Investors” section of our website at www.dmcglobal.com. You should review these documents for a complete understanding of these corporate governance practices, but some of the key elements of our strong governance policies and practices are summarized below:
2025 Compensation Decisions at a Glance
| | COMPENSATION ELEMENT | | 2025 DESIGN PHILOSOPHY | | | | | ●The Compensation Committee increased salaries by 3% for Messrs. Walter, Seger, and Grieves. ●Mr. O’Leary’s base salary through June 30, 2025 was set per the terms of his Interim CEO letter agreement whereas his base salary for the remainder of the year was set per the terms of his permanent CEO letter agreement. ●Mr. Schladen’s base salary was set per the terms of his offer letter. | | ●Changes to base salary consider level of responsibility and complexity of position, peer compensation levels, individual performance, market alignment and other factors. ●Mr. O’Leary’s combined role of Executive Chairman, President and CEO encompasses broader responsibilities than those that have historically existed at the Company. | | | | ●Mr. O’Leary’s short-term incentive target was set per the terms of his permanent CEO letter agreement. ●No changes were made to continuing NEOs’ targets. ●Based on Adjusted Free Cash Flow* results, the Company Performance Component was approved at 100% for DMC. ●Due to Adjusted EBITDA* performance, the Company Performance Component was approved at 80% for Arcadia Products. ●Based on challenging conditions in the energy markets, our Compensation Committee approved a Company Performance Component of 0% for DynaEnergetics. ●Individual NEO short-term incentive payouts ranged from 0% to 100% of target. | | ●Target awards are set as a percentage of salary for each NEO. ●Target metrics were based solely on Company performance. The Individual Performance Component was removed for each NEO in 2025. ●Adjusted EBITDA* and Adjusted Free Cash Flow* were determined to be the most appropriate metrics for 2025. These metrics emphasize improving liquidity and operating performance as we assess options for acquiring the remaining 40% of Arcadia Products. ●No payout if metric performance is below threshold; payout capped at 200% of target for achieving or exceeding maximum performance goals | | | | ●The Compensation Committee maintained grants for Mr. Walter, Mr. Seger, and Mr. Grieves at levels approximating 2024 levels. ●2025 grants to Mr. O’Leary were set per the terms of his permanent CEO letter agreement. ●2025 grants to Mr. Schladen were set per the terms of his offer letter. ●PSUs for the 2022 to 2024 performance period vested in February 2025 at 50% of target due to Adjusted EBITDA* performance. | | ●Consists of time-based restricted stock or restricted stock units (RSUs) (one-half of target LTI value) and performance share units (PSUs) (one-half of target LTI value) ●Restricted stock or RSUs vest over 3-year period based on continued service ●PSUs vest at end of 3-year period based on metrics set at time of grant ●Actual awards can range from 0% to 200% of target award ●Metrics are based on Adjusted EBITDA* and Adjusted Free Cash Flow* performance |
2025 CEO Transition Compensation
2025 CEO Transition Compensation James O’Leary was appointed as a member of the Board in November 2023. In response to stockholder engagement regarding board refreshment and the Company’s performance, Mr. O’Leary was appointed as Executive Chairman in October 2024 and subsequently as Interim President and Chief Executive Officer in November 2024. He served in that role until June 30, 2025 until his appointment as President and Chief Executive Officer on a permanent basis, effective July 1, 2025. Maintaining stability of leadership and re-prioritizing and driving progress on key strategic objectives has been a critical priority for the Company. To support leadership continuity and ensure a competitive approach to recognizing and rewarding our executives during this time, while also recognizing the expanded role Mr. O’Leary would be taking as Executive Chairman, President, and Chief Executive Officer, the Compensation Committee, with support from its independent compensation consultant, evaluated market practices of similarly situated companies and made the following decisions: Executive Chairman and Interim CEO Compensation: Mr. O’Leary’s initial 2025 compensation was agreed to as part of two leadership changes: first to Executive Chairman in October 2024 and then to Interim President and Chief Executive Officer in November 2024. Upon his appointment as Executive Chairman in October 2024, the Board approved the following compensation elements for Mr. O’Leary for his service as the Company’s Executive Chairman: (i) a base salary of $500,000; (ii) a restricted stock grant with a grant date fair value of $1,000,000, to vest in full on the first anniversary of the grant date; and (iii) a restricted stock grant with a grant date value of $1,000,000, to vest 50% on the first and second anniversaries of the grant date, in each case, with respect to the restricted stock grants, subject to continued employment or service and the terms of the DMC Global Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”) and applicable award agreements. Further, following his additional appointment to Interim President and CEO, the Board approved an additional cash incentive target award of $2,000,000 that will be earned based on achievement of performance milestones, including but not limited to: (i) the assumption of all critical pre-existing workstreams and relationships from the former Chairman of the Board and the former President and Chief Executive Officer of the Company, (ii) managing and engaging external parties on potential strategic alternatives or potential strategic capital solutions, respectively, and (iii) preparing and finalizing for Board review and approval individual business unit plans and budgets for each of the Company’s three business segments for fiscal 2025. President and CEO Compensation: After an external search, the Board determined the continuation of Mr. O’Leary serving as Executive Chairman, President, and CEO on a permanent basis was the best path to stabilization of the Company. Upon appointment to this position, the Board approved the following 2025 compensation elements for Mr. O’Leary: (i) a base salary of $800,000 (pro-rated for 2025); (ii) a target bonus of 125% of base salary (pro-rated for 2025); (iii) an RSU grant with a grant date fair value of $1,850,000, to vest in equal parts on each of the first three anniversaries of the grant, to be settled solely in cash; and (iv) a PSU grant with a grant date fair value of $1,850,000 to cliff vest based on performance against targeted metrics over a three-year performance period.
Good Compensation Governance Practices
| WHAT WE DO | | WHAT WE DON’T DO | | | | Provide the majority of compensation in performance-based pay | | No “single-trigger” change of control severance benefits | | | Maintain robust stock ownership requirements | | No hedging transactions or pledging of our common stock by executive officers | | | Maintain a clawback policy | | No evergreen provision in the equity incentive plan | | | Use an independent compensation consultant engaged by the Compensation Committee | | No liberal share recycling | | | Conduct annual compensation program risk assessment | | No liberal definition of change of control | | | Limit perquisites | | No defined benefit plans for executive officers |
Elements of Executive Compensation
| | Compensation Component | Purpose | | | FIXED | Base salary Paid in cash | | Provide a competitive fixed rate of pay relative to similar positions in the market | | | | | Enable the Company to attract and retain critical executive talent | | AT RISK | Short-term incentives Paid in cash under the annual incentive plan | | Focus NEOs on achieving rigorous and progressively challenging short-term performance goals that align with the Company’s annual operating plan and result in long-term value creation | | | Long-term incentives Paid under the equity incentive plan using a mix of equity vehicles | | Focus NEOs on longer-term relative and absolute performance goals that strongly align with and drive stockholder value creation, as well as support the Company’s leadership retention strategy |
COMPENSATION MIX
| | | DMC CEO | | DMC Other NEOs(1) | | | | 32% Cash | | 14% | Base Pay | 24% | | 42% Cash | | | 86% At risk pay | 18% | Annual Incentive | 18% | 76% At risk pay | | | 68% Equity | | 34% | Time-based equity | 14% | | 58% Equity | | | | 34% | Performance-based equity | 44% | | |
THE ROLE OF SENIOR MANAGEMENT
THE ROLE OF SENIOR MANAGEMENT Our CEO confers with the Chair of the Compensation Committee in recommending for the Compensation Committee’s approval of the salaries, annual incentives and long-term incentives of the NEOs other than himself. Our CEO also provides an assessment of the other NEOs’ performance with respect to achieving the performance objectives for the qualitative portion of the performance bonus under the annual incentive plan. Notwithstanding the foregoing, the Compensation Committee ultimately determines compensation levels and amounts for all NEOs. The Compensation Committee determines CEO pay and performance and holds these discussions in executive session without the CEO present.
THE ROLE OF THE INDEPENDENT CONSULTANT
THE ROLE OF THE INDEPENDENT CONSULTANT The Compensation Committee engages an independent compensation consultant to assist the Committee in making compensation decisions for the NEOs. The Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) for 2025. The compensation consultant reviews the Company’s overall executive officer and director compensation in comparison to other comparably-sized public companies in industries similar to the Company, helps the Compensation Committee identify the appropriate mix of compensation components for compensating our executive officers, and facilitates the Compensation Committee’s determination of our executive officers’ incentive based compensation. The compensation consultant also keeps the Compensation Committee current with pay practices and governance trends, attends meetings when necessary to review reports and analyses and conducts special studies as may be required by the Compensation Committee from time to time. Pearl Meyer does not provide any other services to the Company or our management or have any other direct or indirect business relationships with us or our management other than to advise on board of director pay and practices. The Compensation Committee has assessed the independence of Pearl Meyer and concluded that its work does not raise any conflicts of interest.
THE ROLE OF MARKET REFERENCES AND THE PEER GROUP
THE ROLE OF MARKET REFERENCES AND THE PEER GROUP The Company competes across multiple industries to attract top executive-level talent. To ensure our compensation program remains competitive, the Compensation Committee conducts an annual evaluation of industry-specific and general market compensation practices and trends. This comprehensive approach provides a broader perspective than peer group data alone. The Compensation Committee also assesses the appropriateness of each NEO’s compensation, considering factors such as Company and business unit performance, job scope, individual performance, tenure, and other relevant criteria. Should the Compensation Committee determine that a NEO’s compensation is not aligned with these factors, adjustments to one or more compensation components may be made. The Compensation Committee does not target a specific pay level. Given the diversified industries in which our businesses operate, we utilized general industry surveys for each role to set executive compensation levels for 2025.
THE ROLE OF MARKET REFERENCES AND THE PEER GROUP
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Annual Incentives
Annual Incentives The annual incentive plan provides our NEOs the opportunity to earn awards depending on the achievement of company performance objectives and final payout can range from 0% to 200% of target award. Target annual bonus opportunities are expressed as a percentage of base salary and were established by the NEO’s level of responsibility and his ability to impact overall results and market practices for each position. Target award opportunities as a percentage of base salary for each NEO are as follows:
Annual Incentives
| NEO | 2025 Target Award Opportunity (as a % of base salary) | 2025 Target Award Opportunity | | | James O’Leary(1) | 125% | | 1,000,000 | | Eric Walter | 75% | | 351,500 | | Brett Seger | 40% | | 123,500 | | James Schladen | 100% | | 550,000 | | Ian Grieves | 60% | € | 240,000 |
Annual Incentives
(1)Mr. O’Leary’s incentive cash compensation in the table above represents his target award defined in his permanent President and CEO letter agreement effective as of July 1, 2025. Actual amounts paid were pro-rated for days served as permanent President and CEO. Mr. O’Leary’s incentive cash compensation through his time served as Interim President and CEO was based on target goals and transition services as defined in his Interim President and CEO offer letter. His target incentive cash compensation was $2,000,000. See “Other Bonus Agreements.” The Compensation Committee reviews the performance measures under the annual incentive plan annually to ensure they support our operating plan and keep our NEOs focused on attaining progressively challenging short-term goals. The annual incentive plan for NEOs consists solely of a quantitative Company performance component. This is a change from historical practice, which had an individual performance qualitative component comprising between 20% and 50% of the applicable NEO’s annual incentive plan.
COMPANY PERFORMANCE COMPONENT
| Company Performance Component: DMC (in millions) | Weighting | Threshold | Target | Maximum | Actual Performance Achievement | Payout Factor | | Adjusted EBITDA attributable to DMC | 50% | $54 | $68 | $82 | $34.9 | —% | | Adjusted Free Cash Flow | 50% | $29 | $36 | $43 | $51.6 | 200% | | Payout % | | 50% | 100% | 200% | | 100% |
Arcadia Products
| Company Performance Component: Arcadia Products (in millions) | Weighting | Threshold | Target | Maximum | Actual Performance Achievement | Payout Factor | | Adjusted EBITDA | 100% | $25 | $31 | $37 | $28.6 | 80% | | Payout % | | 50% | 100% | 200% | | |
DynaEnergetics
| Company Performance Component: DynaEnergetics (in millions) | Weighting | Threshold | Target | Maximum | Actual Performance Achievement | Payout Factor | | Adjusted EBITDA | 50% | $32 | $40 | $48 | $18.5 | —% | | Adjusted Free Cash Flow | 50% | $34 | $43 | $52 | $28.6 | —% | | Payout % | | 50% | 100% | 200% | | |
2025 Annual Incentive Plan Payouts
2025 Annual Incentive Plan Payouts
2025 Annual Incentive Plan Payouts
| NEO | 2025 AIP Payout | | | James O’Leary(1) | | 504,000 | | Eric Walter | | 351,500 | | Brett Seger | | 123,500 | | James Schladen(1) | | 399,014 | | Ian Grieves | € | — |
2025 Annual Incentive Plan Payouts
(1)Amounts paid were pro-rated for days served in 2025 for respective roles.
Other Bonus Agreements
Other Bonus Agreements The Board appointed James O’Leary as Interim President and CEO, effective as of November 29, 2024. On December 11, 2024, the Company entered into a letter agreement (the “Interim CEO Letter Agreement”) with respect to Mr. O’Leary’s service in such role. The Interim CEO Letter Agreement provides that Mr. O’Leary will be eligible for certain cash payments in the aggregate target amount of $2,000,000. The actual amount of such payments will be determined based on, as applicable, completion of targets or performance of certain ongoing transition services as follows: ●Assume all critical pre-existing workstreams and relationships underway from former Chairman of the Board and current President and Chief Executive Officer including, but not limited to, the recently terminated strategic review process regarding DynaEnergetics and NobelClad businesses. ●Manage and engage external parties on potential strategic alternatives both currently underway and that may arise. ●Complete and present necessary amendments to the Credit Facility and/or obtain an amendment to the Arcadia Products operating agreement to delay exercisability of the put option. ●Manage and engage external financing parties on potential strategic capital solutions that the Board may consider, including the existing lender group. ●Review any capital allocation initiatives that may require Board approval, including (but not limited to) NobelClad India, and each business unit’s capital plan. ●Prepare and finalize for Board review and approval the individual business unit plans and budgets for Arcadia Products, NobelClad and DynaEnergetics for fiscal 2025. ●Assume responsibilities as Chairman of the Arcadia Products, LLC board and engage with members of Arcadia Products, LLC, as appropriate. ●Assist the Corporate Governance and Nominating (CG&N) Committee with searches for potential candidates, with timing as directed by the CG&N Committee, to fill the roles of Company President and Chief Executive Officer and President of Arcadia Products. The Compensation Committee determined that Mr. O’Leary had satisfied all target goals and was satisfactorily progressing through the ongoing transition services, earning $1,270,696 as of December 31, 2024. From January 1, 2025 to June 30, 2025, the Compensation Committee determined that Mr. O’Leary had satisfied the remaining ongoing transition services and earned the remaining $729,304.
Other Bonus Agreements
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Long-Term Equity Incentives
Long-Term Equity Incentives The Compensation Committee believes that long-term equity incentive grants are important in aligning executives with the long-term performance of the Company. For 2025, the Committee set target long-term incentive grants for each NEO. Awards were granted to each NEO using a mix of 50% restricted stock/RSUs and 50% PSUs, with the exception of Mr. Schladen who was granted a mix of 33% restricted stock and 67% PSUs. Restricted Stock/RSUs. Restricted stock and RSUs vest over a three-year period with one-third of such shares vesting on each of the first, second and third anniversaries of the grant date. Each RSU represents the right to receive one share of the Company’s stock upon vesting, with the exception of the RSUs granted to Mr. O’Leary, which will be settled solely in cash. Additionally, any of Mr. O’Leary’s then-unvested RSUs will accelerate upon (i) the elimination of the Put Option (as defined in the Second Amended and Restated Limited Liability Company Agreement of Arcadia Products, LLC (the “Operating Agreement”)), (ii) the Company consummating the transaction contemplated by the “Call Option” (as defined in the Arcadia LLC Agreement) or using its then-existing credit facilities to fund its cash payment of 100% of the purchase price of the Put Option, or (iii) the Company restructuring or refinancing its credit facilities or otherwise obtaining available financing commitments sufficient to fund the cash payment of 100% of the purchase price of the Put Option. On December 23, 2021, DMC acquired 60% of Arcadia Products. The Operating Agreement originally gave the minority interest holder the right to sell its remaining interest in Arcadia Products to the Company on or after December 23, 2024 (“Put Option”). On December 3, 2024, the Company and the minority interest holder agreed to amend the Operating Agreement and extended the earliest exercise date of the Put Option to September 6, 2026. Securing this amendment was a key early accomplishment following Mr. O’Leary’s appointment as Executive Chairman, Interim President and CEO. The amendment provided the Company additional time to evaluate its options before the potential obligation to purchase the remaining 40% of Arcadia Products. Purchasing the remaining stake in Arcadia Products, which can also be accomplished pursuant to the Call Option held by the Company, is an important component of DMC’s long-term operating plan. Full ownership of Arcadia Products will further expand the Company’s presence in the building products industry, which has a much larger addressable market than is available to the Company’s other businesses. Acquiring the balance of Arcadia Products also will reduce the complexity of the Company’s business structure and reduce uncertainty around how purchasing the remaining stake in Arcadia Products will be funded. The Compensation Committee determined that the accelerated vesting provisions of Mr. O’Leary’s 2025 RSUs discussed above were appropriate and necessary to encourage his acceptance of the permanent President and CEO role. Additionally, the Compensation Committee believed Mr. O’Leary’s role warranted the differentiated pay treatment as he would perform the added role of Chairman of the Arcadia Joint Venture Board and would be responsible for negotiations with the minority interest holder regarding the impending Put Option obligation. The accelerated vesting provisions were structured as incentive goals to settle the Put Option obligation and unlock the stockholder value discussed above. These accelerated vesting provisions are only present in Mr. O’Leary’s time-based RSUs for 2025 and will not recur in awards granted in 2026. PSUs. PSUs are performance-based equity awards that provide for payouts that can range from 0% to 200% of the target number of PSUs granted based on Company or business segment performance over a three-year period (Performance Period), with the exception of Mr. Schladen’s PSUs which have a two-year performance period as agreed upon in his employment letter, which is also for a two-year term. Each earned PSU represents the right to receive one share of the Company’s common stock. The PSUs earned, if any, will cliff vest based on the degree of satisfaction of the PSU performance conditions over the performance period. The actual number of PSUs earned and vested over the Performance Period is dependent on the Company’s Adjusted EBITDA and Adjusted Free Cash Flow performance based on the following schedule. Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP measures that we believe are critical performance measures aligned with our operating plan. Utilizing these metrics for the long-term incentive program placed additional focus on improving liquidity and operating performance as we assess alternatives to acquire the remaining 40% of Arcadia Products. Despite the same metrics being used for both short-term annual incentive and long-term equity incentives, PSUs are measured over a three-year performance period while annual incentives are measured over a one-year performance period.
Long-Term Equity Incentives
| DMC GLOBAL INC. ● 2026 PROXY STATEMENT | 45 |
Long-Term Equity Incentives
| Segment | Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | | DMC | Cumulative Adjusted EBITDA | 50% | $222.0 | $278.0 | $334.0 | | DMC | Cumulative Adjusted Free Cash Flow | 50% | $100.0 | $125.0 | $150.0 | | Arcadia Products | Cumulative Adjusted EBITDA | 100% | $68.0 | $85.0 | $102.0 | | DynaEnergetics | Cumulative Adjusted EBITDA | 50% | $112.0 | $140.0 | $168.0 | | DynaEnergetics | Cumulative Adjusted Free Cash Flow | 50% | $104.0 | $130.0 | $156.0 | | NobelClad | Cumulative Adjusted EBITDA | 50% | $54.0 | $68.0 | $82.0 | | NobelClad | Cumulative Adjusted Free Cash Flow | 50% | $35.0 | $44.0 | $53.0 |
Long-Term Equity Incentives
The Compensation Committee established target LTI awards for each NEO. The number of shares or units is calculated based on the LTI targets and the closing price of the Company’s stock on the day prior to grant date. The table below shows the equity awards granted under the 2016 Plan and the DMC Global Inc. 2025 Omnibus Incentive Plan (the “2025 Plan”) for each of the NEOs:
Long-Term Equity Incentives
| NEO | Grant Date | Restricted Stock/RSUs(1) | Target PSUs | Grant Date Value(2) | | James O’Leary | July 1, 2025 | 216,121 | 216,121 | $3,699,992 | | Eric Walter | February 26, 2025 | 38,852 | 38,852 | $703,998 | | Brett Seger | February 26, 2025 | 8,554 | 8,554 | $154,998 | | James Schladen | February 26, 2025 | 40,066 | 81,346 | $1,099,993 | | Ian Grieves | February 26, 2025 | 25,457 | 25,457 | $461,280 |
Long-Term Equity Incentives
(1)Restricted Stock was granted to Messrs. Walter, Seger, and Schladen and RSUs were granted to Messrs. O’Leary and Grieves. The RSUs granted to Mr. O’Leary will be settled solely in cash. (2)This value reflects the target number of PSUs, restricted stock, and RSUs granted multiplied by the grant date stock price.
VESTING OF PRIOR AWARDS
VESTING OF PRIOR AWARDS PSUs granted on March 2, 2022 were based on pre-established three-year performance goals of Adjusted EBITDA attributable to DMC and relative total shareholder return (“TSR”) for Mr. Grieves and Adjusted EBITDA of Arcadia Products and relative TSR for Mr. Schladen. Achievement based on the pre-established performance goals is detailed in the table below.
VESTING OF PRIOR AWARDS
| PSU performance goal: DMC (in millions) | Weight | Threshold | Target | Maximum | Actual Performance Achievement | Payout Factor | Overall Payout | | Relative TSR | 75% | Below 25th percentile | 50th percentile | 100th percentile | 0 percentile | —% | —% | | Average Adjusted EBITDA | 25% | $20 | $40 | $60 | $74.1 | 200% | 50% | | Payout % | | 0% | 100% | 200% | | | |
VESTING OF PRIOR AWARDS
| PSU performance goal: Arcadia Products (in millions) | Weight | Threshold | Target | Maximum | Actual Performance Achievement | Payout Factor | Overall Payout | | Relative TSR | 75% | Below 25th percentile | 50th percentile | 100th percentile | 0 percentile | —% | —% | | Average Adjusted EBITDA | 25% | $27.5 | $55.0 | $82.5 | $40.7 | 48% | 12% | | Payout % | | 0% | 100% | 200% | | | |
Clawback Policy
Clawback Policy Our clawback policy requires the Board to recoup certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. The policy covers all the Company’s current and former executive officers and applies to incentive compensation paid by the Company (annual bonuses and other short-term and long-term incentives, restricted stock and other equity awards).
Risk Assessment and Mitigation of Compensation Policies and Practices
Risk Assessment and Mitigation of Compensation Policies and Practices Our Compensation Committee, with the assistance of management, reviews on an annual basis our compensation programs and considers whether they encourage excessive risk-taking by employees at the expense of long-term Company value. The Compensation Committee believes that the design of our executive compensation program, which includes a mix of annual and long-term incentives (a substantial portion of which are performance based) and cash and equity awards, along with our stock ownership guidelines and clawback policy, provide an appropriate balance between risk and reward and do not motivate imprudent risk-taking. As a result, we do not believe that our compensation policies are reasonably likely to have a material adverse effect on the Company.
Timing of Equity Grants
Timing of Equity Grants The Company does not currently grant awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, the Company does not have a specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. However, we follow the granting practice and schedule described below, and we do not time the grant of equity awards to executive officers in coordination with the release of material nonpublic information. Similarly, the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Annual equity awards are typically granted during the first quarter of each fiscal year following the completion of the Company’s annual performance review process. The Board and Compensation Committee generally approve these grants during its regularly scheduled first quarter meeting. The Compensation Committee and our Board, have in the past, and may in the future, make limited off-cycle grants of equity on other dates for newly hired or other executives as part of compensation packages designed to recruit, retain, or reward such persons, as was the case with Mr. O’Leary’s 2025 equity awards upon appointment to President and CEO on a permanent basis. Our CEO also has the authority, as designated by the Board and Compensation Committee, to make equity grants to non-executives, which also generally take place in the first quarter, with limited off-cycle grants occurring for retention or recruitment needs. The Compensation Committee does not take material nonpublic information into account when determining the timing or terms of equity awards.
Timing of Equity Grants
| DMC GLOBAL INC. ● 2026 PROXY STATEMENT | 47 |
Compensation Committee
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | James O’Leary (2) Executive Chairman, President and Chief Executive Officer | 2025 | $654,231(3) | $— | $3,699,992 | $1,233,304(4) | $28,087(5) | $5,615,614 | | | 2024 | 92,308 | — | 2,124,998 | 1,270,696 | 59,420 | 3,547,422 | | Eric Walter Chief Financial Officer | 2025 | 468,650 | — | 703,998 | 351,500 | 33,359(6) | 1,557,507 | | | 2024 | 455,000 | 177,778 | 1,043,307 | 170,625 | 44,222 | 1,890,932 | | | 2023 | 406,154 | — | 1,591,710 | 276,749 | 73,338 | 2,347,951 | | Brett Seger Chief Accounting Officer | 2025 | 309,005 | 65,000(7) | 154,998 | 123,500 | 15,359(8) | 667,862 | | James Schladen (9) President, Arcadia Products | 2025 | 507,136 | — | 1,099,993 | 399,014 | 16,983(10) | 2,023,126 | | Ian Grieves (11) President and General Manager, DynaEnergetics | 2025 | 452,160 | — | 461,280 | — | 214,952(12) | 1,128,392 | | | 2024 | 428,136 | 108,200 | 560,187 | — | 35,458 | 1,131,981 | | | 2023 | $410,000 | $— | $539,778 | $155,291 | $32,860 | $1,137,929 |
Compensation Committee
| GRANTS OF PLAN-BASED AWARDS |
IAN GRIEVES
| STOCK VESTED DURING 2025 |
IAN GRIEVES
| | James O’Leary | | | | Executive Benefits and Payments upon Termination of Employment | Termination without Cause or for Good Reason(1) | Termination without Cause or for Good Reason after Change in Control | Death or Disability(2) | | COMPENSATION: | | | | | Base Salary | $1,600,000(3) | $2,400,000(6) | $– | | Incentive Bonus | $2,504,000(4) | $3,504,000(7) | $– | | Acceleration of vesting of outstanding stock awards(14) | $3,223,214(5) | $3,223,214(8) | $3,223,214(9) | | TOTAL | $7,327,214 | $9,127,214 | $3,223,214 |
IAN GRIEVES
| | Eric Walter | | | Executive Benefits and Payments upon Termination of Employment | Termination without Cause or for Good Reason(1) | Death or Disability(2) | | COMPENSATION: | | | | Base Salary | $468,650(10) | $– | | Incentive Bonus | $351,500(11) | $– | | Acceleration of vesting of outstanding stock awards(14) | $1,051,012(5) | $1,051,012(9) | | TOTAL | $1,871,162 | $1,051,012 |
IAN GRIEVES
| | Brett Seger | | | Executive Benefits and Payments upon Termination of Employment | Termination without Cause or for Good Reason(1) | Death or Disability(2) | | COMPENSATION: | | | | Base Salary | $309,005(12) | $– | | Incentive Bonus | $123,500(11) | $– | | Acceleration of vesting of outstanding stock awards(14) | $171,865(5) | $171,865(9) | | TOTAL | $604,370 | $171,865 |
IAN GRIEVES
| | James Schladen | | | Executive Benefits and Payments upon Termination of Employment | Termination without Cause or for Good Reason(1) | Death or Disability(2) | | COMPENSATION: | | | | Base Salary | $137,500(13) | $— | | Incentive Bonus | $550,000(14) | $— | | Acceleration of vesting of outstanding stock awards(14) | $812,247(5) | $812,247(9) | | TOTAL | $1,499,747 | $812,247 |
IAN GRIEVES
| | Ian Grieves | | | Executive Benefits and Payments upon Termination of Employment | Termination without Cause(1) | Death or Disability (2) | | COMPENSATION: | | | | Base Salary | $226,080(15) | $113,040(13) | | Incentive Bonus | $135,648(16) | $67,824(13) | | Acceleration of vesting of outstanding stock awards(17) | $584,691(5) | $584,691(9) | | TOTAL | $946,419 | $765,555 |
IAN GRIEVES
| | | Value of Initial Fixed $100 Investment based on: | | | | | | Year | Average Compensation Actually Paid to Non-CEO NEOs ($)(3, 4) | DMC Global Inc. Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | Net (Loss) Income (thousands) ($)(7) | Adjusted EBITDA (thousands) ($)(8) | Free Cash Flow (thousands) ($)(9) | | 2025 | $914,313 | $15.47 | $203.76 | $(11,745) | $34,942 | $42,803 | | 2024 | $497,541 | $16.99 | $168.36 | $(151,960) | $52,156 | $30,408 | | 2023 | $1,552,866 | $43.51 | $133.74 | $34,759 | $96,063 | $50,297 | | 2022 | $957,644 | $44.95 | $94.86 | $13,833 | $74,199 | $26,414 | | 2021 | $910,996 | $91.58 | $116.68 | $(1,010) | $20,179 | $(20,452) |
CAP vs. TSR
| | CEO 3 - Compensation Actually Paid | | Average NEO Compensation Actually Paid | | | CEO 1 - Compensation Actually Paid | | CEO 2 - Compensation Actually Paid | | | Co. TSR | | Peer Group TSR |
CAP vs. Net (Loss) Income
| | CEO 3 - Compensation Actually Paid | | Average NEO Compensation Actually Paid | | | CEO 1 - Compensation Actually Paid | | CEO 2 - Compensation Actually Paid | | | Net (Loss) Income ($000s) | | |
CAP vs. Adjusted EBITDA
| | CEO 3 - Compensation Actually Paid | | Average NEO Compensation Actually Paid | | | CEO 1 - Compensation Actually Paid | | CEO 2 - Compensation Actually Paid | | | Adjusted EBITDA ($000s) | | |
CAP vs. Free Cash Flow
| | CEO 3 - Compensation Actually Paid | | Average NEO Compensation Actually Paid | | | CEO 1 - Compensation Actually Paid | | CEO 2 - Compensation Actually Paid | | | Free Cash Flow ($000s) | | |
CAP vs. Free Cash Flow
| DIRECTOR COMPENSATION |
CAP vs. Free Cash Flow
| Non–employee Director | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | John R. Doubman | $38,530 | $110,611 | $— | $149,141 | | Ruth I. Dreessen | $105,500 | $174,987 | $— | $280,487 | | Michael A. Kelly | $99,000 | $174,987 | $— | $273,987 | | Clifton Peter Rose(3) | $94,000 | $174,987 | $— | $268,987 | | Ouma Sananikone | $145,500 | $174,987 | $— | $320,487 | | Sharon S. Spurlin | $19,973 | $79,107 | $— | $99,080 | | Simon M. Bates(4) | $24,931 | $49,993 | $— | $74,924 |
COMPENSATION FOR NON-EMPLOYEE DIRECTORS
| DIRECTOR COMPENSATION Stock Ownership Guidelines for Non-Employee Directors |
STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS
| CEO PAY RATIO FOR FISCAL YEAR 2025 |