UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

DMC GLOBAL INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
INTERNET Visit the website on your proxy card
BY TELEPHONE Call the telephone number on your proxy card
BY MAIL Sign, date and return your proxy card in the enclosed envelope
IN PERSON Attend the annual meeting in Broomfield, Colorado See page 5 for instructions on how to attend
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

 

 

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FOLLOW THE INSTRUCTIONS PROVIDED TO YOU AND VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM SUCH RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

		By Order of the Board of Directors,
		MICHELLE H. SHEPSTON
		Executive Vice President, Chief Legal
		Officer and Secretary

Table of Contents

ANNUAL MEETING OF STOCKHOLDERS

AGENDA

VOTING MATTERS

EXECUTIVE SUMMARY

2023 Performance Overview

DMC Global Inc.’s (“DMC”, “we”, “us”, “our”, or the “Company”) 2023 consolidated financial results included record sales of $719.2 million, a 10% increase versus 2022. We also reported record adjusted EBITDA attributable to DMC* of $96.1 million, up 29% from 2022. Free cash flow* increased 90% to a record $50.3 million.

At the business level, our architectural building products segment, Arcadia Products (“Arcadia”), reported sales of $298.9 million. While Arcadia’s sales were flat versus 2022, the business launched a series of growth-focused initiatives designed to expand manufacturing capacity, integrate new business management systems and improve operational efficiencies. Arcadia reported full-year adjusted EBITDA attributable to DMC of $29.8 million, up 6% from 2022.

At DynaEnergetics, our energy products business, sales were $315.0 million, up 19% from 2022, reflecting strong demand from both North American and international oil and gas markets. DynaEnergetics reported adjusted EBITDA of $56.3 million, a 20% increase from the prior year.

NobelClad, our composite metals business, reported sales of $105.3 million, up 17% from 2022. The improvement was fueled by strong execution by NobelClad’s North American and European production teams, and robust demand from its global industrial end markets. NobelClad reported adjusted EBITDA of $22.8 million, up 91% from 2022.

Leadership Changes

On January 15, 2023, our Board of Directors (“Board”) appointed Michael Kuta, our then Chief Financial Officer, and David Aldous, our former Chairman, as interim co-Presidents and Chief Executive Officers, replacing our former president and CEO. On February 28, 2023, Eric Walter was appointed Chief Financial Officer. On January 2, 2023, Arcadia appointed James Chilcoff as its President.

Throughout 2023, Messrs. Kuta, Aldous and Walter implemented several programs designed to accelerate the operational initiatives at Arcadia, improve the cost structure of DynaEnergetics, ensure the commercial success of new products from NobelClad, and improve DMC’s overall cash flow through more effective working capital management and targeted cost reductions.

Following a rigorous national search, on August 4, 2023, the Board named Mr. Kuta as President, CEO and Director of DMC. Concurrently, Mr. Aldous returned to his prior role as DMC’s Chairman of the Board.

Also on August 4, 2023, the Board appointed Ouma Sananikone as an independent director. Ms. Sananikone joined the Board with more than 30 years of board-level and executive leadership experience, and brought an extensive background in finance, capital markets, mergers and acquisitions, and investment management. On November 8, 2023, the Board appointed James O’Leary as an independent director. Mr. O’Leary brought an extensive background in construction and industrial manufacturing industries, as well as nearly 40 years of executive leadership, finance and board-level experience.

Pursuant to our Corporate Governance Guidelines and refreshment plans, directors Richard Graff and Robert Cohen were not re-nominated for election to the Board at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

On March 14, 2024, the Company entered into a cooperation agreement to, among other things, reach mutual agreement on a new independent director as promptly as practicable and no later than July 31, 2024. See “Corporate Governance - Cooperation Agreement” below.

Strategic Initiatives

Following the appointment of Michael Kuta and David Aldous as interim co-CEOs, DMC’s management initiated an evaluation of the Company’s strategy, operations, and capital structure as part of an over-arching effort to unlock shareholder value. The analysis concluded DMC should seek to maximize Arcadia’s differentiated business model and large addressable markets, and also consider the simplification of the Company’s portfolio. On January 29, 2024, we announced DMC would explore various strategic, business, and financial alternatives for DynaEnergetics and NobelClad. These could include, among other things, a sale, a merger or other business combination of a portion of DMC’s business-unit assets, and/or a strategic investment. The Board has not set a timetable to complete the strategic review process, and there can be no assurance that the review process will result in any transactions.

On February 6, 2024, we closed a $300 million, five-year senior secured credit facility, strengthening our balance sheet and improving our near-term financial flexibility as we pursue growth strategies in the architectural building products industry. These strategies include acquiring the remaining 40% minority interest in Arcadia Products. DMC has owned a 60% controlling interest in Arcadia since December 2021.

2023 Compensation Decisions at A Glance

The following pay decisions were made in 2023:

	COMPENSATION ELEMENT	2023 DESIGN PHILOSOPHY
	•  The Compensation Committee increased salaries by an average of 10% for Ms. Shepston, Mr. Grieves, and Mr. Nobili. •  Mr. Kuta’s and Mr. Aldous’s compensation was agreed to as part of the leadership changes and new roles as interim co-Chief Executive Officers. Mr. Kuta’s compensation for his role as sole Chief Executive Officer was agreed to as part of his offer letter and based on market compensation. •  Mr. Walter’s and Mr. Chilcoff’s compensation was agreed to as part their respective offer letters.	•  Changes to base salary consider level of responsibility and complexity of position, peer compensation levels, individual performance, market alignment and other factors
	•  Our Chief Legal Officer received an increase in her target award opportunity to more closely reflect market compensation. No other changes were made for continuing NEOs. •  Mr. Kuta’s and Mr. Aldous’s compensation was agreed to as part of the leadership changes and roles as interim co-Chief Executive Officers. Mr. Kuta’s compensation for his role as sole Chief Executive Officer was agreed to as part of his offer letter and based on market compensation. •  Mr. Walter’s and Mr. Chilcoff’s compensation was agreed to as part their respective offer letters. •  Based on strong revenue and EBITDA performance, our Compensation Committee approved a Company Performance Component achievement metric of 106% for DMC executives, 105% for Arcadia, and 161% for NobelClad. Due to SG&A and EBITDA performance below target metrics, the Company Performance Component was approved at 55% for DynaEnergetics.	•  Target awards set as a percentage of salary for each NEO •  Weightings and metrics:  •  70% — Company Performance •  30% — Individual Performance •  No payout on a metric if performance is below threshold; award capped at 180% of target
	•  The Compensation Committee maintained grants for Ms. Shepston, Mr. Grieves, and Mr. Nobili at levels approximating 2022 levels. •  Mr. Kuta’s and Mr. Aldous’s LTI grants were agreed to as part of the leadership changes and new roles as interim co-Chief Executive Officers. Mr. Kuta received an additional LTI commitment for the remainder of 2023 in recognition of his appointment as CEO in August 2023. •  Mr. Walter’s and Mr. Chilcoff’s compensation was agreed to as part their respective offer letters.	•  Consists of time-based restricted stock or restricted stock units (RSUs) (one-half of target LTI value) and performance-based stock 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:  • Relative TSR (75%) • Adjusted EBITDA (25%)

Good Compensation Governance Practices

The Compensation Committee continually evaluates the Company’s compensation policies and practices to ensure that they are consistent with good governance principles. Below are highlights of our 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 directors, officers or employees
	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

2023 Say On Pay Results & Shareholder Engagement

The Board of Directors gives significant weight to the advisory vote on executive compensation (say on pay) vote, as well as feedback from our stockholders, and responds accordingly. At the 2023 Annual Meeting of Stockholders, approximately 96.7% of stockholders supported our executive compensation program. Following the vote and throughout 2023, the Board and senior management team continued their regular cadence of communications with stockholders, engaging in more than 125 in person and virtual meetings with investors during 2023, and no significant compensation matters were raised as a concern by investors. However, the Compensation Committee recognizes the ever-evolving compensation and governance landscape and will continue to review its practices and solicit stakeholder feedback on these issues.

GENERAL

The Board of Directors (the “Board”) of DMC Global Inc., a Delaware corporation, is soliciting proxies for use at the 2024 Annual Meeting of Stockholders to be held on May 15, 2024, at 8:30 a.m., local time (the “Annual Meeting”), or at any adjournment or postponement thereof, for the purposes described in this proxy statement and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at 11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021. On or about April 2, 2024, we will mail to all stockholders entitled to vote at the meeting a Notice of Internet Availability of Proxy Materials that contains specific instructions on how to access Annual Meeting materials via the Internet, as well as instructions on how to request paper copies. Unless the context otherwise requires, references to “the Company,” “DMC,” “we,” “us” or “our” refer to DMC Global Inc.

SOLICITATION

We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies via the Internet may be supplemented by mail, telephone, or personal solicitation by our directors, officers, or other regular employees. No additional compensation will be paid to directors, officers, or other regular employees for such services.

OUTSTANDING SHARES AND QUORUM

Only holders of record of common stock at the close of business on March 21, 2024, will be entitled to notice of and to vote at the Annual Meeting. At the close of business on March 21, 2024, we had 19,982,274 shares of common stock outstanding and entitled to vote. Each holder of record of common stock on such date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

A majority of the outstanding shares of common stock entitled to vote represented in person or by proxy will constitute a quorum at the Annual Meeting. However, if a quorum is not represented at the Annual Meeting, the stockholders entitled to vote at the meeting, present in person or represented by proxy, have the power to adjourn the Annual Meeting from time to time, without notice other than by announcement at the Annual Meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the originally scheduled meeting.

VOTING RIGHTS AND PROCEDURES

Votes cast by proxy or in person will be counted by one or more persons appointed by us to act as inspectors (the “Election Inspectors”) for the Annual Meeting. The Election Inspectors will treat shares represented by proxies that reflect abstentions as shares that are present and entitled to vote for the purpose of determining the presence of a quorum. Abstentions will not have any effect on proposals 1, 2 or 3.

Broker non-votes occur when a broker holding stock on behalf of a beneficial owner (in which case the stock is commonly referred to as being held “in street name”) lacks authority to vote the shares on some matters. Brokers are permitted to vote on “routine” proposals when they have not received voting instructions from the beneficial owner of the stock but are not permitted to vote on non-routine matters in the absence of such instructions. Proposal 3 relating to the ratification of the appointment of Ernst & Young LLP as our independent registered accounting firm for the fiscal year ending December 31, 2024 is considered “routine,” and there will therefore be no broker non-votes for such proposals.

However, brokers will not be allowed to vote without instruction on proposals 1 or 2. The Election Inspectors will treat broker non-votes as shares that are present and entitled to vote for the purpose of determining the presence of a quorum. Broker non-votes will have no effect on proposals 1 or 2.

We urge you to give voting instructions to your broker on all proposals.

Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election at a meeting at which a quorum is present; however, pursuant to our Majority Voting Policy, any director who fails to receive a majority of the votes cast (in person or by proxy) for such candidate is required to submit a letter of resignation to the Board. See “Majority Voting Policy” below. Proxies may not be voted for a greater number of persons than there are nominees.

The non-binding advisory vote on the compensation of our named executive officers is subject to approval by the affirmative vote of a majority of votes cast with respect to Proposal 2.

The ratification of our selection of Ernst & Young LLP as our independent registered public accounting firm will be subject to approval by the affirmative vote of a majority of votes cast with respect to Proposal 3.

If no direction is indicated on a proxy card, the shares will be voted FOR each of the proposals set forth in this proxy statement. The persons named in the proxies will have discretionary authority to vote all proxies with respect to additional matters that are properly presented for action at the Annual Meeting.

APPRAISAL RIGHTS

No action is proposed at the Annual Meeting for which the laws of the state of Delaware or our Bylaws provide a right of our stockholders to dissent and obtain appraisal of or payment for such stockholder’s common stock.

REVOCABILITY OF PROXIES

Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time prior to the Annual Meeting. It may be revoked by filing with our Corporate Secretary a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the meeting and voting in person. Attendance at the meeting will not, by itself, revoke a proxy.

VOTING YOUR SHARES

Stockholder of Record: If you are a stockholder of record, there are several ways for you to vote your shares, as follows:

STOCKHOLDER PROPOSALS

Proposals of stockholders that are intended to be presented at our 2025 Annual Meeting of Stockholders and to be included in our proxy materials for the meeting must be received by us no later than December 3, 2024, in order to be included in the proxy statement and proxy relating to that annual meeting.

Notice of any stockholder proposal to be considered at our 2025 Annual Meeting of Stockholders but not included in our proxy materials, must be submitted in writing and received by us in the manner set forth in our Bylaws. In general, the Bylaws provide that such a notice must be delivered not later than 90 days and not earlier than 120 days prior to the first anniversary of this year’s annual meeting date, or between January 15, 2025 and February 14, 2025. In addition to the above requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 16, 2025.

CONTACT INFORMATION

If you have questions or need more information about the Annual Meeting, or if you wish to submit a question or question to be asked at the Annual Meeting, you may write to or call:

Corporate Secretary
DMC Global Inc.
11800 Ridge Parkway, Suite 300
Broomfield, CO 80021
(303) 665-5700
corpsecretary@dmcglobal.com

You are also invited to visit the Company website at www.dmcglobal.com. The Company’s website materials are not incorporated by reference into this Proxy Statement.

NOTICE TO INVESTORS CONCERNING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our near term priorities in 2024, expectations regarding new product innovations in 2024 and, expectations regarding the performance of our business units. Such statements are based on numerous assumptions regarding present and future business strategies, the markets in which we operate, anticipated costs and the ability to achieve goals. Forward-looking information and statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results and performance to be materially different from those expressed or implied by such forward-looking information and statements, including but not limited to the risks detailed from time to time in our SEC reports, including the annual report on Form 10-K for the year ended December 31, 2023. We do not undertake any obligation to release public revisions to any forward-looking statement, including, without limitation, to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

There are seven nominees for election to the Board. Each director elected will hold office until the 2025 Annual Meeting, or until his or her successor is elected and qualified, or until such director’s earlier death, resignation, or removal.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named below. Each of the nominees has consented to be named as a nominee and to serve as a director if elected. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee of the Board may propose.

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.

REQUISITE VOTE

Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present; however, pursuant to our Majority Voting Policy, any director who fails to receive a majority of the votes cast (in person or by proxy) “FOR” such candidate is required to submit a letter of resignation to the Board. Abstentions and broker non-votes will not be counted as votes cast for purposes of this proposal and will have no legal effect on this proposal.

THE BOARD RECOMMENDS VOTE “FOR” EACH NAMED NOMINEE

The following individuals serve as our executive officers. Each executive officer is appointed by the Board and serves at the pleasure of the Board, subject to the terms of applicable employment agreements or arrangements as described under “Employment Agreements.”

Michael Kuta. Information regarding Mr. Kuta, our President and Chief Executive Officer is provided under Proposal 1 of this proxy statement under the caption, “Nominees.”

Eric Walter. Mr. Walter was named Chief Financial Officer of the Company on February 28, 2023, after serving as Senior Vice President of Finance since January 23, 2023. Prior to this role, Mr. Walter spent the past six years with Jacobs (NYSE: J), a $15 billion engineering and professional services firm. During this time, he held a variety of roles including CFO of the People & Places Solutions business, Jacob’s largest division with annual revenue of $9 billion, as well as led the treasury, shared services, and FP&A functions. Before joining Jacobs, Mr. Walter worked for 13 years in the industrial distribution sector, first at Unisource Worldwide, Inc. and later at Veritiv Corporation (NYSE: VRTV), in a variety of financial leadership roles. Prior to this experience, Mr. Walter worked at Arthur Andersen, Accenture, and a private equity-owned software company. Mr. Walter graduated with a BA in Accounting and Business Administration from Furman University and an MBA from Duke University. He also holds the Certified Public Accountant (currently inactive), Chartered Financial Analyst, and Certified Treasury Professional designations.

Michelle Shepston. Ms. Shepston serves as our Executive Vice President, Chief Legal Officer and Secretary, having previously served as Vice President, Chief Legal Officer and Secretary from her appointment in August 2016. She oversees our legal, compliance and risk functions. Prior to joining the Company, Ms. Shepston was with a leading regional law firm where she was a partner and practiced with the Corporate Finance and Acquisitions Group. Ms. Shepston brings to the Company expertise in corporate and securities law, mergers and acquisitions, equity and debt transactions, compliance, and corporate governance. She has advised public and private company boards on issues of fiduciary duty, risk management and oversight. She earned a J.D. from the University of Denver College of Law and a B.S. from the University of Illinois.

James Chilcoff. Mr. Chilcoff joined the Company on January 3, 2023 as the President of Arcadia Products, LLC (“Arcadia”). Mr. Chilcoff joined Arcadia from Mohawk Industries, the world’s largest flooring company, where he was president of Wood and Laminate North America from January 2020 to December 2022. Prior to joining Mohawk, Mr. Chilcoff was President and CEO of Parex USA, a global leader in façade finishing solutions for the construction industry from August 2014 to November 2020. Mr. Chilcoff holds a B.B.A. in Business from Eastern Michigan University and an M.B.A. from Xavier University – Williams College of Business.

Ian Grieves. Mr. Grieves serves as President and Managing Director of DynaEnergetics, having previously served as Senior Vice President and General Manager of DynaEnergetics from his appointment in January 2013. From 2006 until joining the Company, Mr. Grieves was employed by Lydall Inc. as senior vice president of the company’s performance materials division (2010-2013), and as vice president and general manager Europe of the company’s filtration division (2006-2010). From 1995 to 2005, he was employed in various financial and general management positions with AAF International Inc., with his last position being that of vice president and general manager of AAF Europe (2003-2005). Mr. Grieves studied economics and graduated from the University of Sunderland, United Kingdom.

Antoine Nobili. Mr. Nobili was named president of NobelClad in July 2020. Previously, he spent 11 years as managing director of NobelClad’s European operations. He joined the business in 1995 as a research and development engineer. In 2000, he was promoted to product manager, and led the commercialization of NobelClad’s explosion-welded electrical transition joints (ETJs), which today are used extensively by the global aluminum smelting industry. He was named general manager of operations of NobelClad’s manufacturing facility in Rivesaltes, France in 2003. In 2009, he became managing director of the EMEA region (Europe, Middle-East and Africa), including NobelClad’s manufacturing operations in Germany. Mr. Nobili holds a Master of Business Administration from IFG – the French Institute for Business and Administration and a master’s degree in mechanical engineering from the National School of Engineers of Tarbes.

Brett Seger. Mr. Seger was named Chief Accounting Officer on March 1, 2023. He served as the Company’s Vice President of Finance Integration since January 2022, with the primary responsibility of managing the coordination of significant financial activities relating to the Company’s subsidiary Arcadia Products, LLC. Prior to joining the Company, Mr. Seger spent over a decade as an employee of Ernst & Young LLP, most recently as an Audit Senior Manager. Mr. Seger graduated with a B.S. in Accounting and an MBA from the University of Denver and also holds the Certified Public Accountant professional designation.

MEETING ATTENDANCE

Directors are encouraged to attend our Annual Meeting of Stockholders. All of our directors then in office attended the 2023 Annual Meeting of Stockholders.

During the fiscal year ended December 31, 2023, the Board held six meetings. During the fiscal year ended December 31, 2023, each of our directors attended more than 75% of the aggregate of (i) the number of meetings of the Board held during the period in which he or she was a director and (ii) the number of meetings of the committees on which he or she served.

DIRECTOR INDEPENDENCE

The Board has determined that eight of the nine current directors, Messrs. Aldous, Cohen, Graff, Kelly, O’Leary and Rose and Mses. Dreessen and Sananikone, are “independent” directors under the rules promulgated by the Securities and Exchange Commission (“SEC”) and applicable Nasdaq rules. In making its determinations of independence, the Board considered factors for each director such as other directorships, employment or consulting arrangements, and any relationships with our customers or suppliers. The Board also considered a review of any transactions with entities associated with our directors or members of their immediate family.

The Board considered Mr. Aldous’ independence in light of his interim employment as Co-President in CEO during 2023; however, the Board determined that since the interim employment has ended, there is nothing that interferes with his judgment in carrying out the responsibilities of a director. The Board does not possess any other information which would cause the Board to doubt Mr. Aldous’ independence.

The Board determined that there were no other related-party transactions or other relationships that needed to be considered in evaluating whether these directors are independent. Mr. Kuta, our President and Chief Executive Officer, is the only Board member nominated for re-election who is not independent based on these criteria.

All current members of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee are independent directors. Our independent directors hold regularly scheduled meetings in executive session, at which only independent directors are present.

BOARD LEADERSHIP STRUCTURE

The Board does not have a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined. The Company currently separates the positions of Chairman and Chief Executive Officer. Our Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while our Chairman of the Board oversees the Board, approves Board agendas and schedules, facilitates communication between the Chief Executive Officer and the rest of the Board and provides guidance to the Chief Executive Officer.

We believe our Chief Executive Officer and Chairman have an excellent working relationship that allows the Chief Executive Officer to focus the requisite time and energy on the Company’s businesses, people and growth opportunities.

Our Board currently has eight independent members and only one non-independent member, Michael Kuta, Chief Executive Officer. A number of our independent Board members are currently serving or have served as senior management of other public companies and are currently serving or have served as directors of other public companies. We believe that the number of experienced, independent directors, along with the independent oversight of the Board by our non-executive Chairman, benefits the Company and our stockholders.

The Board assesses our Board leadership structure from time to time and makes changes when appropriate. We recognize that different board leadership structures are appropriate for companies in different situations. We believe the separation of Chairman and Chief Executive Officer roles is the optimal structure for the Company at this time.

BOARD COMPOSITION

The table below provides certain highlights of the composition of our Board members as of March 21, 2024. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

BOARD COMMITTEES

The Board currently has an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and a Risk Committee. Each committee operates under a written charter, which sets forth the functions and responsibilities of the committee. A copy of the charter of each committee can be viewed on our website, www.dmcglobal.com.

MEMBERS OF THE COMMITTEES OF THE BOARD OF DIRECTORS

	Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee	Risk Committee
INDEPENDENT DIRECTORS
David C. Aldous*
Robert A. Cohen
Ruth I. Dreessen
Richard P. Graff
Michael A. Kelly
Clifton Peter Rose
Ouma Sananikone
James O’Leary
NON-INDEPENDENT DIRECTORS
Michael L. Kuta

Member

Chair *Non-Executive Chairman

The Audit Committee

The Audit Committee meets with our independent registered public accounting firm at least four times a year to review quarterly financial results and the annual audit, discuss financial statements and related disclosures, and receive and consider the accountants’ comments as to internal control over financial reporting, adequacy of staff and management performance and procedures in connection with the annual audit and internal control over financial reporting. The Audit Committee also appoints the independent registered public accounting firm. The current members of the Audit Committee are Ms. Dreessen and Messrs. Aldous, Cohen, and Graff, each of whom is a non-employee director that the Board has determined to be “independent” as that concept is defined in Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated by the SEC thereunder, and the applicable rules of the Nasdaq. The Audit Committee has determined that each of Ms. Dreessen and Mr. Graff qualify as an “audit committee financial expert” under the rules of the SEC.

The Charter of the Audit Committee requires the Audit Committee comprise three or more independent directors, at least one of whom qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of SEC Regulation S-K. The Charter of the Audit Committee charges the Audit Committee with the primary responsibility of reviewing the Company’s compliance with the Code of Ethics and Business Conduct (“Code of Ethics”) as it relates to financial statement and reporting issues and related party transactions that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K.

During 2023 the Audit Committee met eight times.

The Compensation Committee

The Compensation Committee makes recommendations concerning salaries, incentive compensation and equity-based awards to employees and non-employee directors under our stock incentive plan and otherwise determines compensation levels and performs such other functions regarding compensation as the Board may delegate. The Compensation Committee is also responsible for reviewing and approving the Compensation Discussion and Analysis included in the Company’s proxy statement.

The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Compensation Committee in its sole discretion deems appropriate. The current members of the Compensation Committee are Messrs. Cohen, Kelly and Rose, each of whom is a non-employee director that the Board has determined to be “independent” under SEC and Nasdaq rules. In addition to the four formal meetings held during 2023, members of the Compensation Committee met informally several times in 2023 to discuss the Company’s two CEO transitions in January and August of 2023.

During 2023 the Compensation Committee met four times.

The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee recommends director nominees and sets corporate governance policies for the Board and Company. The current members of the Corporate Governance and Nominating Committee are Messrs. Cohen, Kelly and Rose, each of whom is a non-employee director that the Board has determined to be “independent” under SEC and Nasdaq rules. The main purposes of this Committee are (i) to identify and recommend individuals to the Board for nomination as members of the Board and its committees; (ii) to develop and recommend to the Board corporate governance principles applicable to the Company; (iii) to oversee the Board’s annual evaluation of its performance; (iv) in coordination with the Audit Committee, review compliance with the Company’s Code of Ethics; and (v) to undertake such other duties as the Board may from time to time delegate to the Committee. In addition to the four formal meetings held during 2023, members of the Corporate Governance and Nominating Committee met informally several times in 2023 to discuss the Company’s new director and CEO search processes.

During 2023, the Corporate Governance and Nominating Committee met four times.

The Risk Committee

The Risk Committee (“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. Aldous, Graff, Kelly, and Kuta and Ms. Sananikone, each of whom, other than Mr. Kuta, the Board has determined are “independent” under SEC and Nasdaq rules.

The Risk Committee met four times during 2023.

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 of Directors. 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 “Board and Governance –Governance” 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:

TERM LIMITATIONS

Our Corporate Governance Guidelines provide that directors should serve no longer than a total of 15 years as a non-employee director or after the director’s 75^th birthday. During 2022 and 2023, this limitation was waived for Mr. Graff due to the Arcadia acquisition in 2022 and the management changes in 2023 in order to keep Mr. Graff’s extensive accounting expertise and relationship with Ernst & Young during the integration of Arcadia and to provide continuity and stability to the Board during the management changes. Mr. Graff will not be standing for election at the Annual Meeting.

OVERBOARDING AND LIMITS ON BOARD SERVICES

The Corporate Governance and Nominating Committee considers each director’s ability to dedicate sufficient time, energy and attention to the fulfillment of their duties when it nominates directors each year and when identifying leadership positions on our Board, including committee chairs. On March 1, 2023, the Board revised our Corporate Governance Guidelines to reflect limits on board service. Our revised Corporate Governance Guidelines state that a director may not serve on the boards of more than four total public companies including the Board, unless the director is the chief executive officer of a public company, in which case the limit is two total boards. No member of the Audit Committee may serve on the audit committees of more than three total public companies, unless the Board determines that such service would not impair the ability of the director to effectively serve on the Audit Committee.

All DMC directors are currently in compliance with our overboarding policy.

MAJORITY VOTING POLICY

The Board has adopted a majority voting policy (“the Majority Voting Policy”) as part of its Corporate Governance Guidelines. The policy stipulates that, at any stockholder meeting at which directors are subject to an uncontested election, if the number of shares “withheld” for any nominee exceeds the number of shares voted “FOR” such nominee, then, notwithstanding that such director was duly elected as a matter of corporate law, he or she shall submit to the Board a letter of resignation for consideration by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will consider such offer of resignation and will make a recommendation to the Board concerning the acceptance or rejection of the offer of resignation. In the event that all members of the Corporate Governance and Nominating Committee are among the nominees for director who are offering to resign, the Board shall appoint a special committee of one or more other independent directors to act on behalf of the Corporate Governance and Nominating Committee with respect to this policy. The Board shall act promptly with respect to each such letter of resignation and shall promptly notify the director concerned of its decision.

ANNUAL BOARD ASSESSMENTS

In order to monitor and improve its effectiveness, and to solicit and act upon feedback received, the Board engages in a formal self-evaluation process. The Board believes that in addition to serving as a tool to evaluate and improve performance, evaluations can serve several other purposes, including the promotion of good governance, integrity of financial reporting, reduction of risk, strengthening of the Board-management partnership, and helping set and oversee Board expectations of management. The Board takes a multi-year perspective to identify and evaluate trends and assure itself that areas identified for improvement are appropriately and timely addressed. As part of the Board’s evaluation process, directors consider various topics related to Board composition, structure, effectiveness and responsibilities and the overall mix of director skills, attributes, experience and backgrounds. While the Board conducts a formal evaluation annually, the Board considers its performance and that of its committees continuously throughout the year and shares feedback with management.

STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelines applicable to our directors and named executive officers. For a description of these guidelines, please see “Compensation Discussion and Analysis - Stock Ownership Guidelines.”

INSIDER TRADING POLICY

We maintain an insider trading policy that applies to officers, directors and all other employees of, or consultants or contractors to, the Company. We believe that our insider trading policy helps protect our reputation for integrity and ethical conduct. The insider trading policy prohibits insider trading, tipping or engaging in short sales of DMC securities. Certain DMC associates are subject to blackout periods and pre-clearance requirements under the policy.

PLEDGING AND HEDGING POLICIES

Our directors, officers and employees are prohibited from using any strategies or products (such as derivative securities or short-selling techniques) to hedge against potential changes in the value of DMC common stock. In addition, our directors, officers and employees are prohibited from holding DMC securities in a margin account or pledging DMC securities as collateral for a loan.

CODE OF ETHICS AND BUSINESS CONDUCT

We have adopted a Code of Ethics that applies to all members of our Board and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and all other senior members of our finance and accounting departments. We require all employees to adhere to our Code of Ethics in addressing legal and ethical issues encountered in conducting their work. Our Board periodically, and at least annually, reviews and revises our Code of Ethics, as appropriate. A copy of our Code of Ethics is available on our website, www.dmcglobal.com.

RISK OVERSIGHT

Our senior management manages the risks facing the Company under the oversight and supervision of the Board. The Company has a global Enterprise Risk Management (“ERM”) team, which comprises senior management in key business areas. The ERM team employs a proactive approach to reviewing and analyzing current and potential risks facing the Company and reports to the Board regarding the ERM process and risk findings on a quarterly basis. While the full Board is ultimately responsible for risk oversight at our Company, our Board committees assist the Board in fulfilling its oversight function in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk in the areas of financial reporting processes and internal controls around those processes (including cybersecurity related thereto), the Company’s compliance with legal and regulatory requirements and the financial risks of the Company. The Corporate Governance and Nominating Committee oversees governance matters, including primary oversight of the Code of Ethics and Business Conduct. The Compensation Committee oversees the Company’s executive compensation strategy and programs, incentive compensation arrangements and the evaluation of risks related thereto. The Risk Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of the Company’s level of risk, risk assessment and risk management in areas not otherwise addressed by other committees of the Board, including the review of our information security programs and budgets, as well as review of our Cybersecurity Incident Response Plan and independent assessments of our information security programs. Other general business risks such as economic and regulatory risks are monitored by the full Board. The Board and Committees use outside resources to assist them in analyzing and monitoring certain risks, such as cybersecurity, in order to supplement the expertise and experience of the directors and management.

COMPENSATION RISK ASSESSMENT

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 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.

DIRECTOR NOMINATIONS

The Company does not have a formal policy regarding the consideration of director candidates recommended by stockholders; however, the Corporate Governance and Nominating Committee reviews recommendations and evaluates nominations received from stockholders in the same manner that potential nominees recommended by Board members, management or other parties are evaluated. Any stockholder nominations proposed for Board consideration should include the nominee’s name and qualifications for Board membership and should be mailed to DMC Global Inc., c/o Corporate Secretary, 11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021.

Qualifications for consideration as a director nominee may vary according to the particular area of expertise being sought as a complement to the existing Board composition. However, in making its nominations, the Corporate Governance and Nominating Committee considers, among other things, an individual’s skills, attributes and functional, business and industry experience, financial background, breadth of knowledge about issues affecting our business, integrity, independence, diversity of experience, leadership, ability to exercise sound and ethical business judgment and time available for meetings and consultation. Using our director skills matrix as a guide, as well as the results of our annual Board and committee self-assessment process, the Nominating and Corporate Governance Committee evaluates the composition of our Board annually and identifies, for consideration by the full Board, areas of expertise and other qualities that would complement and enhance our current Board. The diverse set of core competencies represented on our current Board is summarized below:

Director Nominees

Kuta

Aldous

O’Leary

Dreessen

Kelly

Rose

Sananikone

Key Skills & Experience

Public Company Director (Other than DMC)

Executive Leadership

Industry Background

Financial Literacy/Accounting

Environmental, Social & Governance

Risk Management

Manufacturing

Finance/Capital Markets

Government, Legal, or Regulatory

Human Capital Management/Executive Compensation

International

Mergers, Divestures & Acquisitions

Technology/Innovation

Cybersecurity

Diversity among multiple dimensions is an important element of the Corporate Governance and Nominating Committee’s consideration of nominees. While diversity is evaluated in a broad sense based on experience, background and viewpoint, the Corporate Governance and Nominating Committee recognizes that DMC serves diverse communities and customers and believes that the composition of our Board should appropriately reflect this diversity. Accordingly, the Corporate Governance and Nominating Committee also considers other aspects of diversity, including gender, race and ethnicity. The Corporate Governance and Nominating Committee is committed to seeking highly qualified women and individuals from minority groups to include in the pool of nominees and instructs any third-party search firm to consider these elements accordingly.

For new nominees, the Corporate Governance and Nominating Committee may also consider the results of the nominee’s interviews with directors and/or other members of senior management as the Corporate Governance and Nominating Committee deems appropriate.

COOPERATION AGREEMENT

On March 14, 2024, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Bradley L. Radoff and The Radoff Family Foundation (together, the “Radoff Parties”). Pursuant to the Cooperation Agreement, the Company agreed, among other things, to cooperate with the Radoff Parties to identify and mutually agree to appoint to the Board a new independent director meeting certain qualifications, including experience and expertise in the building products sector, as further described in and subject to the terms of the Cooperation Agreement (the “New Independent Director”). In accordance with the Board’s established process for director recruitment and with the aid of a nationally recognized executive search firm, the Board will commence a formal search for the New Independent Director. The Radoff Parties will be permitted to identify to the Board up to three (3) persons believed by the Radoff Parties to meet the aforementioned qualifications for the Company to review and consider in good faith as a possible candidate to become the New Independent Director. The Company and the Radoff Parties will use their commercially reasonable efforts to reach mutual agreement on a candidate to be the New Independent Director as promptly as practicable

and no later than July 31, 2024. The Company’s appointment and nomination obligations described above fall away in certain circumstances, including if the Radoff Parties cease to hold a net long position (as defined in Rule 14e-4 under the Exchange Act) equal to, or having aggregate net long economic exposure to, at least 2.0% of the then-outstanding common stock of the Company. A summary of the material terms of the Cooperation Agreement is included in a Current Report on Form 8-K filed with the SEC on March 15, 2024, and the full Cooperation Agreement is filed as an exhibit to such report.

COMMUNICATIONS WITH THE BOARD

The Board believes that it is important for stockholders to have a process to send communications to the Board. Accordingly, stockholders desiring to send a communication to the Board, or to a specific director, may do so by delivering a letter to our Secretary at DMC Global Inc., c/o Corporate Secretary, 11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder and clearly state whether the intended recipients of the letter are all members of the Board or specified individual directors. The Secretary will open such communications and make copies and then circulate them to the appropriate director or directors.

Our Board of Directors recognizes stockholders’ interest in our executive compensation program. Pursuant to Section 14A of the Exchange Act and SEC Rule 14a-2(a), we are providing our stockholders the opportunity to vote on a non-binding advisory resolution to approve the compensation of our named executive officers (“Say on Pay”) which is described in this Proxy Statement. Currently, we are providing these advisory votes on an annual basis. In considering your vote on this proposal, we encourage you to review all of the relevant information in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables, and the rest of the narrative disclosures regarding our compensation arrangements.

The Company continued its focus on safety, operational excellence, and the integration of Arcadia in 2023. In considering our executive compensation program for fiscal 2023, we believe it is important to view the Compensation Committee’s decision-making against the backdrop of our 2023 business and financial performance, the performance of our executives and the pay practices of the companies with whom we compete for talent. We have structured our core compensation principles and practices to align executive compensation with the interests of our stockholders and to avoid certain compensation practices that do not serve our stockholders’ interests. We continue to evaluate and modify these principles and practices as necessary in order to achieve these objectives. We believe our executive compensation program has been designed and executed to satisfy these objectives, and that our compensation program is worthy of stockholder support.

Following the Annual Meeting, the next advisory vote on our executive compensation is anticipated to be at our 2025 Annual Meeting of Stockholders.

Our Board strongly endorses the Company’s executive compensation program and recommends that stockholders vote in favor of the following advisory resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the Company’s proxy statement is hereby APPROVED.”

REQUISITE VOTE

The advisory vote on the compensation of our named executive officers will be approved by the majority of votes cast on this proposal. Abstentions and broker non-votes will not be counted as votes cast on the proposal. Our Board and our Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when considering future decisions on the compensation of our named executive officers. However, this say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board.

THE BOARD RECOMMENDS VOTE “FOR” APPROVAL OF PROPOSAL 2.

The Audit Committee of the Board has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024. EY has been so engaged since 2002.

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm retained to audit the Company’s consolidated financial statements. In accordance with its commitment to sound corporate governance practices, the Audit Committee reviews whether it is in the Company’s best interests to rotate the Company’s independent registered public accounting firm. In fulfilling its oversight responsibility, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters, performance of the independent auditors and the extent to which the independent registered public accounting firm may be retained to perform non-audit services. The Audit Committee and its Chair are also directly involved with the selection, review and evaluation of the lead engagement partner and the negotiation of audit fees. The Audit Committee reviews the performance of the independent registered public accounting firm annually. In conducting its review, the Audit Committee considers, among other things:

Ratification of the selection of EY by stockholders is not required by law. However, as a matter of internal policy and good corporate governance, such selection is being submitted to the stockholders for ratification at the Annual Meeting, and it is the present intention of the Board to continue this policy. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain EY. If the selection of EY is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of the Company and its stockholders.

We expect that a representative of EY will be present at the Annual Meeting and will be available to respond to appropriate questions.

The Company paid the following fees to EY for the audit of the consolidated financial statements and for other services provided in the years ended December 31, 2023 and 2022.

AUDITOR FEES

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

In accordance with the SEC’s rules requiring the Audit Committee to pre-approve all audit and non-audit services provided by our independent auditor, the Audit Committee has adopted a formal policy on auditor independence requiring the approval by the Audit Committee of all professional services rendered by our independent auditor prior to the commencement of the specified services. The Audit Committee approved all services performed by EY in 2023 in accordance with our formal policy on auditor independence.

REQUISITE VOTE

The selection of our auditors will be ratified by the majority of votes cast on this proposal. Abstentions and broker non-votes will not be counted as votes cast on the proposal.

THE BOARD RECOMMENDS VOTE “FOR” APPROVAL OF PROPOSAL 3.

As of December 31, 2023, the Audit Committee of DMC Global Inc. (the “Company”) comprised Ms. Ruth I. Dreessen (Chair) and Messrs. Richard P. Graff and Robert A. Cohen, each of whom the Board of Directors of the Company has determined to be independent, at December 31, 2023, as that concept is defined in Section 10A of the Exchange Act, the rules promulgated by the SEC thereunder and applicable Nasdaq rules. The Audit Committee has adopted a Charter that describes its responsibilities in detail. The Charter is available on the Company’s website at www.dmcglobal.com.

The primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations, and ethics rests with the management of the Company. The Audit Committee’s primary purpose is to oversee the integrity of the accounting and financial reporting process, the audits of the Company’s financial statements and the processes designed to ensure that the financial statements adequately represent the Company’s financial condition, results of operations and cash flows. These responsibilities include oversight of (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the external auditors’ qualifications and independence; and (iv) the performance of the Company’s internal and external audit functions. The Committee is also responsible for understanding the Company’s internal control structure and areas that represent high risk for material misstatement of the financial statements. Additional information regarding the Audit Committee’s role in corporate governance can be found in the Audit Committee’s Charter.

As required by the Charter of the Audit Committee, the Audit Committee reviewed and discussed the Company’s audited financial statements with the Company’s management. The Audit Committee has also discussed with Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, the matters required to be discussed by the Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board. The Audit Committee has received from EY the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with EY that firm’s independence. Based upon these discussions and the Audit Committee’s review, the Audit Committee recommended to the Board of Directors that the Company include the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Audit Committee Members as of the date of this Proxy Statement:

Ruth I. Dreessen, Chair

David Aldous

Robert A. Cohen

Richard P. Graff

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Our CD&A details the objectives and elements of the DMC executive compensation program, describes the related processes of our Compensation Committee, and discusses the compensation earned by our Named Executive Officers (NEOs). For 2023, our NEOs were:

Executive Summary

2023 Performance Overview

DMC Global Inc.’s (“DMC”, “we”, “us”, “our”, or the “Company”) 2023 consolidated financial results included record sales of $719.2 million, a 10% increase versus 2022.We also reported record adjusted EBITDA attributable to DMC* of $96.1 million, up 29% from 2022. Free cash flow* increased 90% to a record $50.3 million.

At the business level, our architectural building products segment, Arcadia Products (“Arcadia”), reported sales of $298.9 million. While Arcadia’s sales were flat versus 2022, the business launched a series of growth-focused initiatives designed to expand manufacturing capacity, integrate new business management systems and improve operational efficiencies. Arcadia reported full-year adjusted EBITDA attributable to DMC of $29.8 million, up 6% from 2022.

At DynaEnergetics, our energy products business, sales were $315.0 million, up 19% from 2022, reflecting strong demand from both North American and international oil and gas markets. DynaEnergetics reported adjusted EBITDA of $56.3 million, a 20% increase from the prior year.

NobelClad, our composite metals business, reported sales of $105.3 million, up 17% from 2022. The improvement was fueled by strong execution by NobelClad’s North American and European production teams, and robust demand from its global industrial end markets. NobelClad reported adjusted EBITDA of $22.8 million, up 91% from 2022.

Leadership Changes

On January 15, 2023, our Board of Directors (“Board”) appointed Michael Kuta, our then Chief Financial Officer, and David Aldous, our former Chairman, as interim co-Presidents and Chief Executive Officers, replacing our former president and CEO. On February 28, 2023, Eric Walter was appointed Chief Financial Officer. On January 2, 2023, Arcadia appointed James Chilcoff as its President.

Throughout 2023, Messrs. Kuta, Aldous and Walter implemented several programs designed to accelerate the operational initiatives at Arcadia, improve the cost structure of DynaEnergetics, ensure the commercial success of new products from NobelClad, and improve DMC’s overall cash flow through more effective working capital management and targeted cost reductions.

Following a rigorous national search, on August 4, 2023, the Board named Mr. Kuta as President, CEO and Director of DMC. Concurrently, Mr. Aldous returned to his prior role as DMC’s Chairman of the Board.

Also on August 4, 2023, the Board appointed Ouma Sananikone as an independent director. Ms. Sananikone joined the Board with more than 30 years of board-level and executive leadership experience, and brought an extensive background in finance, capital markets, mergers and acquisitions, and investment management. On November 8, 2023, the Board appointed James O’Leary as an independent director. Mr. O’Leary brought an extensive background in construction and industrial manufacturing industries, as well as nearly 40 years of executive leadership, finance and board-level experience.

Pursuant to our Corporate Governance Guidelines and refreshment plans, directors Richard Graff and Robert Cohen were not re-nominated for election to the Board at the Annual Meeting.

On March 14, 2024, the Company entered into a cooperation agreement to, among other things, reach mutual agreement on a new independent director as promptly as practicable and no later than July 31, 2024. See “Corporate Governance - Cooperation Agreement” above.

Strategic Initiatives

Following the appointment of Michael Kuta and David Aldous as interim co-CEOs, DMC’s management initiated an evaluation of the Company’s strategy, operations, and capital structure as part of an over-arching effort to unlock shareholder value. The analysis concluded DMC should seek to maximize Arcadia’s differentiated business model and large addressable markets, and also consider the simplification of the Company’s portfolio. On January 29, 2024, we announced DMC would explore various strategic, business, and financial alternatives for DynaEnergetics and NobelClad. These could include, among other things, a sale, a merger or other business combination of a portion of DMC’s business-unit assets, and/or a strategic investment. The Board has not set a timetable to complete the strategic review process, and there can be no assurance that the review process will result in any transactions.

On February 6, 2024, we closed a $300 million, five-year senior secured credit facility, strengthening our balance sheet and improving our near-term financial flexibility as we pursue growth strategies in the architectural building products industry. These strategies include acquiring the remaining 40% minority interest in Arcadia Products. DMC has owned a 60% controlling interest in Arcadia since December 2021.

TSR Performance

Our total stockholder return (“TSR”) relative to the compensation peer group identified below was in the 32^nd percentile over one year, the lowest over three years, and in the 13^th percentile over 5 years. We believe our December 2021 addition of Arcadia led to a transition in our shareholder base. Multiple large shareholders divested of all or a portion of their DMC shares throughout the last two years. We believe some of these sales were made by energy-focused investors that originally purchased DMC shares based on the oil and gas-related product offerings of DynaEnergetics and NobelClad. As discussed above, we have initiated reviews to explore various strategic, business, and financial alternatives for DynaEnergetics and NobelClad to unlock shareholder value.

2023 Compensation Decisions at a Glance

The following pay decisions were made in 2023:

	COMPENSATION ELEMENT		2023 DESIGN PHILOSOPHY
	• The Compensation Committee increased salaries by an average of 10% for Ms. Shepston, Mr. Grieves, and Mr. Nobili. • Mr. Kuta’s and Mr. Aldous’s compensation was agreed to as part of the leadership changes and new roles as interim co-Chief Executive Officers. Mr. Kuta’s compensation for his role as sole Chief Executive Officer was agreed to as part of his offer letter and based on market compensation. • Mr. Walter’s and Mr. Chilcoff’s compensation was agreed to as part their respective offer letters.		• Changes to base salary consider level of responsibility and complexity of position, peer compensation levels, individual performance, market alignment and other factors
	• Our Chief Legal Officer received an increase in her target award opportunity to more closely reflect market compensation. No other changes were made for continuing NEOs. • Mr. Kuta’s and Mr. Aldous’s compensation was agreed to as part of the leadership changes and roles as interim co-Chief Executive Officers. Mr. Kuta’s compensation for his role as sole Chief Executive Officer was agreed to as part of his offer letter and based on market compensation. • Mr. Walter’s and Mr. Chilcoff’s compensation was agreed to as part their respective offer letters. • Based on strong revenue and EBITDA performance, our Compensation Committee approved a Company Performance Component achievement metric of 106% for DMC executives, 105% for Arcadia, and 161% for NobelClad. Due to SG&A and EBITDA performance below target metrics, the Company Performance Component was approved at 55% for DynaEnergetics.		• Target awards set as a percentage of salary for each NEO • Weightings and metrics: • 70% — Company Performance • 30% — Individual Performance • No payout on a metric if performance is below threshold; award capped at 180% of target
	• The Compensation Committee maintained grants for Ms. Shepston, Mr. Grieves, and Mr. Nobili at levels approximating 2022 levels. • Mr. Kuta’s and Mr. Aldous’s LTI grants were agreed to as part of the leadership changes and new roles as interim co-Chief Executive Officers. Mr. Kuta received an additional LTI commitment in connection with his appointment as sole CEO in August 2023. • Mr. Walter’s and Mr. Chilcoff’s compensation was agreed to as part their respective offer letters.		• Consists of time-based restricted stock or restricted stock units (RSUs) (one-half of target LTI value) and performance-based stock 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: • Relative TSR (75%) • Adjusted EBITDA (25%)

Good Compensation Governance Practices

The Compensation Committee continually evaluates the Company’s compensation policies and practices to ensure that they are consistent with good governance principles. Below are highlights of our 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

2023 Say On Pay Results & Shareholder Engagement

The Board of Directors gives significant weight to the advisory vote on executive compensation (say on pay) vote, as well as feedback from our stockholders, and responds accordingly. At the 2023 Annual Meeting of Stockholders, approximately 96.7% of stockholders supported our executive compensation program. Following the vote and throughout 2023, the Board and senior management team continued their regular cadence of communications with stockholders, engaging in more than 125 in person and virtual meetings with investors during 2023, and no significant compensation matters were raised as a concern by investors. However, the Compensation Committee recognizes the ever-evolving compensation and governance landscape and will continue to review its practices and solicit stakeholder feedback on these issues.

What Guides Our Program

Our compensation philosophy and objectives are to: (i) provide a compensation program that attracts, motivates, and retains high-caliber leadership talent; (ii) offer compensation opportunities that are competitive with those provided by other comparable U.S. public companies as determined by our market research; (iii) create incentive compensation opportunities that emphasize the importance of achieving both short-term performance measures (i.e., annual) and long-term financial and strategic goals; and (iv) sponsor performance pay programs that are linked to stockholder value.

Elements of Executive Compensation

Our executive compensation program is composed of base salary and short-term and long-term incentives, each of which is described below.

	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

The charts below show the total target compensation of our CEO and our other NEOs. These charts illustrate that a majority of NEO total target compensation is variable (80% for our CEO and an average of 72% for our other NEOs).

The Decision Making Process

THE ROLE OF THE COMPENSATION COMMITTEE

The Compensation Committee oversees the executive compensation program for our NEOs. The Committee comprises independent, non-employee members of the Board. The Committee works very closely with its independent consultant and senior management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our website, www.dmcglobal.com, by clicking “Investors,” and then “Governance.”

THE ROLE OF SENIOR MANAGEMENT

Our CEO confers with the Chairman of the Committee in recommending for the Committee’s approval of the salaries of, 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 Committee ultimately determines compensation levels and amounts for all NEOs. The Committee determines CEO pay and performance and holds these discussions in executive session without the CEO present. In early 2023, following Mr. Longe’s departure, our Co-CEOs performed the functions of the CEO with respect to the above duties related to the performance bonus for 2022 and 2023 compensation.

THE ROLE OF THE INDEPENDENT CONSULTANT

The 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 2023.

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 Committee identify the appropriate mix of compensation components for compensating our executive officers, and facilitates the Committee’s determination of our executive officers’ incentive based compensation. The Committee’s consultant also keeps the 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 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 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 Company competes with business entities across multiple industries for top executive-level talent. To this end, the Committee evaluates, on an annual basis, industry-specific and general market compensation practices and trends to ensure that our program and NEO pay opportunities remain appropriately competitive. The Committee believes peer group and general industry data provide a broader pay perspective than peer group data alone.

The Committee also evaluates the appropriateness of each NEO’s compensation taking into account Company and business unit performance, job scope, individual performance, time in position, and other relevant factors. To the extent the Committee deems the compensation level associated with a NEO’s position versus the market is not aligned with the relevant factors, the Committee

may choose to modify one or more of the NEO’s compensation components. The Committee does not target a specific level of pay. With the acquisition of Arcadia, a substantial portion of our business derives from architectural building products. To reflect this evolution, we have revised the roster of peer companies we reference to determine market compensation and to which we compare our performance to include a balance of building products, global industrial infrastructure and upstream oil and gas and energy companies. The peer group listed below was used for purposes of setting executive compensation levels for 2023 as well as benchmarking relative performance for awards granted under the equity incentive plan.

2023 Executive Compensation Program In Detail

Base Salary

Base salary is evaluated each year after reviewing each NEO’s performance, peer group compensation data, and survey market data. The Committee reviews salaries annually and adjusts them if needed to reflect performance and ensure they remain competitive.

The Compensation Committee adjusted each NEO’s salary for competitive and market condition reasons and believed all other salaries were competitive with market levels.

Annual Incentives

The annual incentive plan provides our NEOs the opportunity to earn a performance-based annual cash bonus. Actual bonus awards depend on the achievement of company performance objectives and a qualitative assessment of individual performance and can range from 0% to 180% 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 or her 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:

The annual incentive plan for the NEOs consists of a quantitative company performance component and a qualitative individual component. For all the NEOs, the company performance component at target is 70% of the total bonus, and the qualitative individual component is 30%.

OVERALL RESULTS

The total annual bonus awards for 2023 for each NEO were calculated as follows:

COMPANY PERFORMANCE COMPONENT

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. For 2023, the Company performance component was based on DMC Global or business unit performance against pre-determined revenue, selling, general and administrative expenses (“SG&A”) as a percentage of revenue, and Adjusted EBITDA as a percentage of revenue goals. For actual performance that falls between data points, linear interpolation is used to calculate the payout. Adjusted EBITDA is a non-GAAP measure that we believe provides an important indicator of our ongoing performance, is aligned with our operating plan and is used regularly in financial decisions.

The Company performance component of the award is determined based on actual performance achieved, as well as each NEO’s respective area(s) of responsibility — in either DMC Global or their respective business unit.

DMC Global Inc.

NEOs:

Mr. Kuta, Chief Executive Officer
Mr. Aldous, Former Interim Co-Chief Executive Officer
Mr. Walter, Chief Financial Officer
Ms. Shepston, Chief Legal Officer

In March 2023, the Board adopted 2023 Company performance measures set forth in relevant part below, with target payout to occur at $712 million in revenue, $121 million in SG&A (17.0% as a percentage of revenue), and $96.8 million in Adjusted EBITDA (14% as a percentage of revenue).

Actual results: The Company’s 2023 revenue of $719.2 million, SG&A percentage of 16.7%, and Adjusted EBITDA percentage of 13.4% resulted in a 106% payout for the Company performance component portion of the annual award. The SG&A percentage of 16.7% excluded $4.3 million in CEO transition expenses incurred as a result of the aforementioned leadership changes.

Arcadia

NEOs:

Mr. Chilcoff, President

In March 2023, the Board adopted 2023 Arcadia performance measures set forth in relevant part below, with target payout to occur at $315.0 million in revenue, $52.6 million in SG&A (16.7% as a percentage of revenue), and $52.9 million in Adjusted EBITDA (16.8% as a percentage of revenue).

Actual results: Arcadia’s revenue of $298.9 million, SG&A percentage of 16.1% and Adjusted EBITDA percentage of 16.6% resulted in a 105% payout for the Company performance component portion of the annual award.

DynaEnergetics

NEOs:

Mr. Grieves, President and Managing Director

In March 2023, the Board adopted 2023 DynaEnergetics performance measures set forth in relevant part below, with target payout to occur at $300.0 million in revenue, $33.0 million in SG&A (11.0% as a percentage of revenue), and $63.0 million in Adjusted EBITDA (21.0% as a percentage of revenue).

Actual results: DynaEnergetics’ revenue of $315.0 million, SG&A percentage of 11.8% and Adjusted EBITDA percentage of 17.9% resulted in a 55% payout for the Company performance component portion of the annual award.

Individual Performance Component

With respect to 2023, the Compensation Committee considered the contribution of each NEO to Company performance, including navigating the continued Arcadia integration and leadership changes, and other individual achievements. Based on these accomplishments, the Committee determined that the percentage multiple for 2023 was 125% for Messrs. Kuta, Aldous, and Walter, 115% for Mr. Chilcoff, and 100% for Ms. Shepston.

While DynaEnergetics produced top-line revenue growth, there was a decline in gross profit margin and little growth in Adjusted EBITDA margin. As such, the Committee determined that the percentage multiple for Mr. Grieves was 85%.

Long-Term Equity Incentives

The Committee believes that long-term equity incentive grants are important in aligning executives with the long-term performance of the Company. For 2023, the Committee set target long-term incentive grants for each NEO. Awards were granted using a mix of restricted stock or restricted stock units (RSUs) and performance share units (PSUs). The Committee granted Mr. Kuta and Mr. Aldous restricted stock for time served as interim Co-CEOs. Per the terms of Mr. Kuta’s offer letter upon appointment of CEO in August 2023, he was to receive a pro-rated long-term incentive grant in recognition of his service in fiscal 2023, which included both restricted stock and PSUs. This award was granted on March 6, 2024 and will be included in the 2024 Summary Compensation Table as it was not granted by the Board until 2024.

Restricted Stock/RSUs. Restricted stock vests 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. RSUs are granted to non-US NEOs and vest over a three-year period. RSUs granted to Mr. Grieves vest on each of the first, second and third anniversaries of grant. Each RSU represents the right to receive one share of the Company’s stock upon vesting.

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 achievement of financial performance goals and relative TSR results over a three-year period (Performance Period). Each earned PSU represents the right to receive one share of the Company’s common stock.

The PSUs earned, if any, will cliff vest on the third anniversary of grant based on the degree of satisfaction of the PSU performance conditions. The actual number of PSUs earned and vested over the Performance Period is dependent on the achievement of a pre-determined Adjusted EBITDA goal (25%) and TSR performance relative to the peer group (75%).

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 Omnibus Incentive Plan (the “Plan”) for each of the NEOs:

VESTING OF PRIOR AWARDS

PSU’s granted on February 26, 2020 failed to achieve the pre-established three-year performance goals for Adjusted EBITDA and the relative TSR of the Company’s shares was below the lowest quartile. As such, none of the PSUs granted in 2020 vested for Messrs. Longe, Kuta, and Grieves and Ms. Shepston.

PREVIEW OF 2024 COMPENSATION PROGRAM

In furtherance of our focus on improving profitability and overall cash flow management along with the initiation of strategic reviews, the Compensation Committee has approved two significant changes to the 2024 NEO compensation program.

First, PSUs granted in 2024 will be 100% based on relative TSR performance over the three-year performance period compared to the S&P 600 Industrials index. This is a change from the historical 75% relative TSR and 25% Adjusted EBITDA performance allocation.

Second, the 2024 Company Performance Component of the annual cash bonus will include a Cash Conversion Days metric in addition to revenues, SG&A and adjusted EBITDA as percentage of sales. The Committee has also revised the allocations of total target award between the quantitative company performance component and the qualitative individual component. For DMC NEOs, the company performance component at target is 50% of the total bonus, and the qualitative individual component is 50%. For Arcadia and DynaEnergetics NEOs, the company performance component at target is 80% of the total bonus, and the qualitative individual component is 20%.

The relative weighting for the Company Performance Component in 2024 will be as follows for each segment:

Other Executive Compensation Practices and Policies

Stock Ownership Guidelines

We maintain rigorous stock ownership guidelines. After a five-year phase-in period, our CEO is expected to hold common stock with a value that is at least five times his base salary. After a three-year phase-in period, each of our other NEOs is expected to hold common stock equal to the aggregate number of shares awarded to such officer over the preceding three-year period, less the amount of stock equal in value to the taxes paid on such stock award. In addition, within five years of election to the Board, our non-employee directors are expected to hold stock worth at least five times the amount of the annual cash Board retainer fee. For purposes of the calculations for the CEO and non-employee directors, all shares held, whether vested, unvested or deferred, are considered owned by the executive or director (excluding unvested PSUs). The value of shares held is calculated at the higher of (i) the average closing price of a share of the Company’s stock for the year ending December 31 and (ii) the fair market value of the Company’s stock on the date of vesting or acquisition. All of our NEOs and directors are in compliance with the stock ownership guidelines or fall within the relevant exception period.

Anti-Hedging and Anti-Pledging Policy

Our directors, officers and employees are prohibited from using any strategies or products (such as derivative securities or short-selling techniques) to hedge against potential changes in the value of DMC common stock. In addition, our directors, officers and employees are prohibited from holding DMC securities in a margin account or pledging DMC securities as collateral for a loan.

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 future NEOs 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

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 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.

Tax Considerations

Generally, a public company cannot deduct compensation in excess of $1 million paid in any year to a company’s Chief Executive Officer, Chief Financial Officer and the three other most highly compensated officers. Traditionally, certain “qualified performance-based compensation” was not subject to this $1 million limitation; however, 2017 tax reform eliminated the qualified performance-based compensation exemption. Nevertheless, our Compensation Committee continues to view pay for performance as an important part of our executive compensation policy. The Compensation Committee, after considering the potential impact of the application of Section 162(m) of the Code, may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of the Company and its stockholders.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Robert A. Cohen (Chair)
Michael A. Kelly
Clifton Peter Rose