~~Any person giving~~the votes cast by the holders of shares entitled to vote in the election at a ~~proxy~~meeting at which a quorum is present; however, pursuant to ~~this solicitation has~~our Majority Voting Policy, any director who fails to receive a majority of the ~~power~~votes cast (in person or by proxy) “FOR” such candidate is required to ~~revoke it at any time prior~~submit a letter of resignation to the ~~Special Meeting. It~~Board. See “Majority Voting Policy” below. Proxies may not be ~~revoked by filing~~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 the approval of the affirmative vote of a majority of votes cast with respect to Proposal 2.

The approval of the amendment to our ~~Secretary at~~Amended and Restated Certificate of Incorporation to increase our ~~principal executive office, 5405 Spine Road, Boulder, Colorado 80301,~~authorized shares is subject to the approval of an affirmative vote of holders of a ~~written notice~~majority in voting power of ~~revocation or~~the outstanding shares of DMC common stock.

The ratification of our selection of Ernst & Young LLP as our independent registered public accounting firm will be subject to the approval of an affirmative vote of 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.~~ majority of votes cast with respect to Proposal 4.

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 ~~Special~~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:

Via the Internet: If you received a Notice of Internet Availability of Proxy Materials, you can access our proxy materials and vote online. Instructions to vote online are provided in the Notice.

By Telephone: You may vote your shares by calling the telephone number specified on your proxy card. You will need to follow the instructions on your proxy card and the voice prompts.

By Written Proxy: If you have received or requested a paper copy of the proxy materials, please date and sign the proxy card and return it promptly in the accompanying envelope.

In Person: All stockholders of record may vote in person at the Annual Meeting. For those planning to attend in person, we also recommend submitting a proxy card or voting by telephone or via the Internet to ensure that your vote will be counted if you later decide not to attend the meeting.

Beneficial Owner:If you are a beneficial owner, you should have received voting instructions from your broker, bank or other nominee. Beneficial owners must follow the voting instructions provided by their nominee in order to direct such broker, bank or other nominee as to how to vote their shares. The availability of telephone and Internet voting depends on the voting process of such broker, bank or nominee. Beneficial owners must obtain a legal proxy from their broker, bank or nominee prior to the Annual Meeting in order to vote in person.

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STOCKHOLDER PROPOSALS

Proposals of stockholders that are intended to be presented at our 2023 Annual Meeting of Stockholders and to be included in our proxy materials for the meeting must be received by us not later than December 2, 2022, 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 2023 Annual Meeting 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 60 days and not earlier than 90 days prior to the first anniversary of this year’s annual meeting date.

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 addressable market following the Arcadia acquisition, expectations regarding Arcadia’s future growth capabilities and being accretive to sales and Adjusted EBITDA within the next year and DMC’s intent to acquire the remaining 40% ownership interest in Arcadia. 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, 2021. 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.

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~~PROPOSAL 1 - APPROVAL OF AMENDMENTS TO THE CERTIFICATE OF INCORPORATION~~

PROPOSAL 1

ELECTION OF DIRECTORS

There are eight nominees for election to the Board. Each director elected will hold office until the 2023 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 eight 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 ~~Company proposes~~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 ~~amend~~conclude that the ~~Company's Certificate of Incorporation to change the name~~nominee should serve as a director of the Company, in light of our business and corporate strategy.

Name	Position	Age
Kevin T. Longe	Director, President and Chief Executive Officer	63
David C. Aldous	Director, Chairman	65
Andrea E. Bertone	Director	60
Robert A. Cohen	Director	73
Ruth I. Dreessen	Director	66
Richard P. Graff	Director	75
Michael A. Kelly	Director	65
Clifton Peter Rose	Director	71

Director since: 2012 Committees: • Risk	KEVIN T. LONGE
	Skills and Qualifications
	• Extensive global operating experience in both standalone businesses and divisions of larger multinational companies • Strong background in strategic planning and implementation in diverse industries and business environments	• Strong financial analysis and management skills • Deep experience in technology, product management, marketing and sales, manufacturing, supply chain management, and people and organizational development
	Mr. Longe became our President and Chief Executive Officer in March 2013. He has served as a director since joining the Company in July 2012 as our Chief Operating Officer. From March 2011 until agreeing to join the Company, Mr. Longe served as an executive of Sonoco, Inc., first as President of Sonoco’s Thermo Safe business from March 2011 to March 2012 and then from March 2012 to July 2012 as a Vice President and General Manager with Sonoco’s Protective Packaging Division. From April 2010 until joining Sonoco, Mr. Longe was self-employed performing consulting and investment work. From 2004 through April 2010, Mr. Longe served in various positions at Lydall, Inc., most recently (2007-2010) serving as president of its subsidiary, Lydall Performance Materials, Inc. Mr. Longe holds a B.B.A, with distinction, from The University of Michigan and an M.B.A, with distinction, from the J.L. Kellogg Graduate School of Management at Northwestern University. We believe it is important to have our Chief Executive Officer also serve as a director to properly align management’s execution of our business objectives with the oversight and direction of the Board.

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Director since: 2013 Independent Committees: • Audit • Compensation	DAVID C. ALDOUS
	Skills and Qualifications
	• Current and practical experience in leadership of global operations, financial analysis, project management, risk management, and health, environment, safety and security matters • Over 30 years of corporate leadership experience in the energy, alternative energy, chemical and petrochemical industries	• Extensive skills in strategic planning and corporate development in the industries in which the Company and its customers operate
	Mr. Aldous was appointed by the Board as a director in July 2013 and has served as non-executive Chairman of the Board since May 2018. Since March 2012, he has served as the Chief Executive Officer and Director of Rive Technology Inc., a privately-held provider of solutions for diffusion-limited reactions to the energy, chemicals, biofuel and water industries. Prior to joining Rive Technology Inc., Mr. Aldous served as Chief Executive Officer and Director of Range Fuels Inc., a clean energy and biofuels company from January 2009 to February 2012. Mr. Aldous also was employed for more than 20 years by Royal Dutch Shell, most recently as Executive Vice President, Strategy and Portfolio, and served as President of Shell Canada Products, where he led an $11 billion integrated oil business. He also served as President, CEO and Director at CRI/Criterion Inc., a $11 billion global catalyst company. Mr. Aldous has served on the Board of Directors of a number of companies and joint ventures inside and outside Royal Dutch Shell. Mr. Aldous holds a B.S. in Fuels Engineering from the University of Utah and an M.B.A., with distinction, from the J.L. Kellogg Graduate School of Management at Northwestern University.

Director since: 2019 Independent Committees: • Audit • Risk (Chair)	ANDREA E. BERTONE
	Skills and Qualifications	Public Company Directorships:
	• Current and practical experience in leadership of global operations, financial analysis, project management, risk management, and health, environment, safety and security matters • In depth experience with multinational companies operating in global markets and significant expertise with respect to mergers and acquisitions • Significant strategic and operational expertise acquired while operating large infrastructure assets throughout Latin America	• Peabody Energy Corp. • Amcor plc
	Ms. Bertone was appointed by the Board as a director in February 2019. She has nearly 20 years of senior management experience in the energy industry in the Americas and most recently held the position of President of Duke Energy International LLC (“Duke Energy”). During her seven years in this role, she was responsible for operations across South and Central America. Prior to her role as President of Duke Energy, Ms. Bertone spent nearly 10 years in increasingly senior management roles with Duke Energy and its subsidiary companies. Ms. Bertone serves on the board of directors of Peabody Energy Corp. and Amcor plc. Ms. Bertone completed her JD at the University of São Paulo, Brazil and received her LLM from Chicago-Kent College of Law in 1995. She also completed a finance program for senior executives at Harvard Business School in 2010. She is a member of the Brazilian Bar Association. In 2013, she received the Alumni of Distinction Award from Chicago-Kent College of Law, and in 2016, she was recognized by the National Safety Council through their annual “CEOs Who Get It” program, as a leader who demonstrates personal commitment to worker safety and health.

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Director since: 2011 Independent Committees: • Compensation (Chair) • Corporate Governance and Nominating	ROBERT A. COHEN
	Skills and Qualifications
	• Extensive financial background and management experience with multinational companies, bringing depth to the Board in the areas of strategic planning, finance and risk management • Served as Chief Executive Officer of one of the largest banks in Korea while living in Korea and working with many Korean and Asian companies	• Substantial expertise in the Korean and Asian markets, which are key growth markets for NobelClad and DynaEnergetics
	Mr. Cohen has served as a director since February 2011. He is the managing partner of Joranel LLC, a private investment and consulting firm serving institutional clients. Prior to joining Joranel in 2005, Mr. Cohen spent four years as president and Chief Executive Officer of Korea First Bank. From 1997 to 1999, he was vice Chairman and a member of the executive committee of Republic National Bank, and of its parent company RNB, publicly traded on The New York Stock Exchange (NYSE). Previously, Mr. Cohen worked for 25 years with Credit Lyonnais, including eight years as Chief Executive Officer of Credit Lyonnais USA. He taught economics and finance for 16 years at the Paris Institut Technique de Banque et Finance and the French School of Management (ESSEC). He is a graduate of Ecole Polytechnique in Paris and earned a doctorate in finance from the University Paris Dauphine.

Director since: 2020 Independent Committees: • Audit	RUTH I. DREESSEN
	Skills and Qualifications	Public Company Directorships:
	• Extensive financial and management background in investment banking and private equity firms in the chemical and energy industries • Substantial experience in financial analysis, finance and risk management and strategic planning • Over two decades of financial leadership experience in the chemical, energy and petrochemical industries	• Gevo, Inc.
	Ms. Dreessen was appointed as a director in October 2020. She has more than 25 years of experience in financial leadership roles, specifically in the chemical industry. Ms. Dreessen currently serves on the board of directors of Gevo, Inc., a renewable technology, chemical products and advanced biofuels company, where she serves as the independent Chairman of the Board and is also a member of the Audit Committee and the Compensation Committee, as well as chair of the Nominating and Corporate Governance Committee. Ms. Dreessen has also served as an Operating Partner of Triten Energy Partners, a private equity firm, since May 2020. From 2010 to December 2018, Ms. Dreessen served as Managing Director of Lion Chemical Partners, LLC, a private equity firm focused on chemical and related industries. Prior to joining Lion Chemical Partners, Ms. Dreessen served as the Executive Vice President and Chief Financial Officer of TPC Group Inc. from 2005 to 2010. Before joining TPC Group, Ms. Dreessen served as Senior Vice President, Chief Financial Officer and Director of Westlake Chemical Corporation. Previously she spent 21 years at J.P. Morgan Securities LLC and predecessor companies, ultimately as a Managing Director of chemicals investment banking. Ms. Dreessen received her undergraduate degree from the New College of Florida and holds a master’s degree in International Affairs from Columbia University.

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Director since: 2007 Independent Committees: • Audit (Chair) • Risk	RICHARD P. GRAFF
	Skills and Qualifications	Public Company Directorships:
	• Over 35 years of experience in public company accounting and consulting on public company accounting policy and practice in the mining industry • Substantial insight and experience with regard to accounting and financial reporting matters for companies operating internationally • Public company director experience since 2005, with current service on the boards of one other multinational public company	• Yamana Gold Inc.
	Mr. Graff has served as a director since June 2007. He is a retired partner of PricewaterhouseCoopers LLP, where he served as the audit leader in the United States for the mining industry until his retirement in 2001. Mr. Graff began his career with PricewaterhouseCoopers LLP in 1973. Since his retirement, Mr. Graff has been a consultant to the mining industry and was a member of a Financial Accounting Standards Board task force for establishing accounting and financial reporting guidance in the mining industry. He represents a consortium of international mining companies and has provided recommendations to the International Accounting Standards Board on mining industry issues and to regulators on industry disclosure requirements. Mr. Graff serves on the board of directors of Yamana Gold Inc. as a lead independent director and served as a director of Alacer Gold Corporation from 2008 to September 2020. He received his undergraduate degree in Economics from Boston College and his post-graduate degree in Accounting from Northeastern University.

Director since: 2020 Independent Committees: • Compensation • Corporate Governance and Nominating • Risk	MICHAEL A. KELLY
	Skills and Qualifications	Public Company Directorships:
	• Diversified background in finance, operations and the life sciences industry • Extensive skills in executive leadership, finance, operations and management • In depth experience with a multinational company operating in global markets	• Amicus Therapeutics • Aprea Therapeutics • HOOKIPA Pharma, Inc. • NeoGenomics, Inc.
	Mr. Kelly was appointed as a director in July 2020. He has more than two decades of executive experience in senior leadership roles in the life sciences industry. He founded and has served as President of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business, since January 2018. Mr. Kelly worked in various capacities at Amgen, Inc. from 2003 to 2017, most recently as Senior Vice President, Global Business Services from July 2014 to July 2017, and as acting Chief Financial Officer from January to July 2014. Prior to his service at Amgen, he served as Chief Financial Officer of Tanox, Inc. (2000-2003), Vice President, Finance and Corporate Controller of Biogen, Inc. (1998-2000) and Vice President, Finance and Chief Financial Officer of Nutrasweet Kelco Company (1996-1998). He currently serves on the board of directors of HOOKIPA Pharma, Inc., Amicus Therapeutics, Aprea Therapeutics, and NeoGenomics, Inc., which are each publicly-traded biopharmaceutical companies. Mr. Kelly holds a bachelor’s degree in Business Administration from Florida A&M University.


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Director since: 2016 Independent Committees: • Compensation • Corporate Governance and Nominating (Chair)	CLIFTON PETER ROSE
	Skills and Qualifications
	• Extensive work with world-leading financial, investment banking and strategic communications firms, which brings depth to the Board in the areas of strategic planning, leadership, risk management, public relations and corporate governance	• Substantial experience reviewing and analyzing acquisitions and investments provides unique and valuable perspectives to the Board as it analyzes growth strategies and opportunities
	Mr. Rose has served as a director since November 2016. He is a Senior Advisor to Blackstone, the world’s largest alternative asset manager. From 2007 to 2016, he was a Senior Managing Director with Blackstone, and served as its global head of public affairs. Mr. Rose also spent 20 years with Goldman Sachs, where he was a managing director and held a variety of senior positions in government relations and media relations in Washington DC, New York and Hong Kong. Mr. Rose currently is vice chairman of Sard, Verbinnen, one of the leading strategic communications firms in the United States. He is also a Senior Advisor to The Change Company, a Community Development Financial Institution bringing banking, lending and financial services to Black, Latino and other under banked communities. From 1983 to 1987 he was chief of staff to Congressman Mike Synar (D-Okla) and a partner with the law firm of Williams and Jensen in Washington DC. Mr. Rose is a graduate of The George Washington University and The Yale Law School. He serves on the national board of the NAACP, the oldest and largest civil rights organization in the United States. He is also on the board of the Poetry Society of America.

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

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EXECUTIVE OFFICERS

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.”

Name	Position	Age
Kevin T. Longe	President and Chief Executive Officer	63
Michael Kuta	Chief Financial Officer	47
Michelle Shepston	Executive Vice President, Chief Legal Officer and Secretary	47
Ian Grieves	President and Managing Director, DynaEnergetics	53
Antoine Nobili	President, NobelClad	50
James Schladen	President, Arcadia	62

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

Michael Kuta. Mr. Kuta joined the Company on March 31, 2014 as our Chief Financial Officer. From 2007 until joining the Company, Mr. Kuta served in various executive positions with The Lubrizol Corporation, most recently from ~~Dynamic Materials Corporation~~September 2011 until March 2014 as its corporate controller. From September 2009 until assuming that position, he was the finance manager of Lubrizol’s TempRite Engineered Polymers Business Unit, and before that served Lubrizol as a manager, treasury and capital markets and manager, external financial reporting. Before joining Lubrizol, Mr. Kuta also served in various financial and accounting positions with Lincoln Electric Company and Eaton Corporation. Mr. Kuta received a B.B.A. in Accounting from Kent State University and an M.B.A. from Case Western Reserve University.

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. Prior to joining the Company, Ms. Shepston was with Denver-based Davis Graham & Stubbs LLP, 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.

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.

James H. Schladen. Mr. Schladen serves as President of Arcadia, a position that he has held since 2000. Mr. Schladen started at the company in 1986 and subsequently left to co-found Wilson Partitions, a building products business focused on commercial interior products. Wilson Partitions was acquired by Arcadia in 1998, at which time Mr. Schladen rejoined the company and worked in various roles, including Head of Sales for Arcadia Commercial Exteriors and as President of Commercial Interiors, until he was appointed President in 2000. Mr. Schladen has a BS in Business Economics from the University of California, Los Angeles.

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BOARD OF DIRECTORS

MEETING ATTENDANCE

Directors are encouraged to attend our Annual Meeting of Stockholders. All of our directors then in office attended the 2021 Annual Meeting of Stockholders.

During the fiscal year ended December 31, 2021, the Board held 16 meetings. During the fiscal year ended December 31, 2021, 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 seven of the eight current directors, Messrs. Aldous, Cohen, Graff, Kelly and Rose and Mses. Bertone and Dreessen, are “independent” directors under the rules promulgated by the Securities and Exchange Commission (“SEC”) and the applicable rules of the Nasdaq. 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 determined that there were no related-party transactions or other relationships that needed to be considered in evaluating whether these directors are independent. Mr. Longe, 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 prescribed 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 seven independent members and only one non-independent member, the 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 our current leadership structure is the optimal structure for the Company at this time.

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BOARD COMPOSITION

In accordance with Nasdaq Rule 5605(f), Nasdaq-listed companies (subject to certain exceptions) must have at least (i) one director who self-identifies as female and (ii) one director who self-identifies as Black or African American, Hispanic of Latinx, Native American or Alaskan Native, Native Hawaiian or Pacific Islander, two or more ethnicities, or as LGBTQ+. In the event a Nasdaq-listed company does not meet the above criteria, it must disclose why. Further, in accordance with Nasdaq Rule 5606, Nasdaq-listed companies, subject to certain exceptions, must disclose this statistical information in a uniform matrix format.

The table below provides certain highlights of the composition of our Board members as of December 31, 2021. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

BOARD DIVERSITY MATRIX AS OF DECEMBER 31, 2021
Board Size
Total Number of Directors			8
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	6	0	0
Part II: Demographic Background
African American or Black	0	1	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	1	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	5	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+			0
Did Not Disclose Demographic Background			0

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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*
Andrea E. Bertone
Robert A. Cohen
Ruth I. Dreessen
Richard P. Graff
Michael A. Kelly
Clifton Peter Rose
NON-INDEPENDENT DIRECTORS
Kevin T. Longe

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 Audit Committee currently consists of four directors, 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 Mr. Graff qualifies as an “audit committee financial expert” under the rules of the SEC.

The Charter of the Audit Committee requires the Audit Committee be comprised of 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 2021 the Audit Committee metnine times.

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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 Compensation Committee is currently composed of four directors, each of whom is a non-employee director that the Board has determined to be “independent” under SEC and Nasdaq rules.

During 2021 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 Corporate Governance and Nominating Committee currently has three directors, each of whom is a non-employee director that the Board has determined to be “independent” under the 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.

During 2021, the Corporate Governance and Nominating Committee metfour 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. This includes review of the health, safety, environmental and sustainability practices and policies of the Company and controls around cybersecurity and cyber incident responses.

The Risk Committee is currently comprised of three non-employee directors whom the Board has determined are “independent” under SEC and Nasdaq rules, and our CEO.

The Risk Committee metfour timesduring 2021.

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CORPORATE GOVERNANCE

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We do not have any interlocking relationships between any director who currently serves or served during 2021 as a member of our Compensation Committee and any of our executive officers that would require disclosure under the applicable rules promulgated under the U.S. federal securities laws.

CORPORATE GOVERNANCE GUIDELINES

DMC is committed to sound principles of corporate governance. Our Board has adopted Corporate Governance Guidelines prepared by the Corporate Governance and Nominating Committee. Among other things, the 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^thbirthday. Due to the unique circumstances of the Arcadia acquisition and the significant financial and internal control integration efforts that will occur in the coming year, the Board has elected to waive the age limit for Mr. Graff. He is expected to continue as a director and the Chair of the Audit Committee until the 2023 annual meeting.

Our Board periodically, and at least annually, reviews and revises the Corporate Governance Guidelines, as appropriate, to ensure that they reflect our Board’s corporate governance objectives and commitments. Our Corporate Governance Guidelines are available on the Company’s website at www.dmcglobal.com.

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.”

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.

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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 is comprised of 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. Other general business risks such as economic and regulatory risks are monitored by the full Board.

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.

Diversity along 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.

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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.

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 ~~certain other changes.~~

~~Rationale for Proposed Changes~~

~~Name Change~~

copies and then circulate them to the appropriate director or directors.

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 ~~Directors considers the proposed change~~good governance, integrity of financial reporting, reduction of risk, strengthening of the ~~Company's name~~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.

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PROPOSAL 2

NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Company continued its focus on safety, operational excellence, innovation and strengthening our financial position and completed a significant acquisition, while continuing to navigate challenging market conditions in 2021. We believe our executive compensation program has played a critical role in retaining the key members of our management team and motivating them to focus on the creation of long-term stockholder value during another year of significant challenges.

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.

Following the 2022 Annual Meeting, the next advisory Say-on-Pay vote is anticipated to be held at our 2023 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.

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PROPOSAL 3

AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES

On March 2, 2022, the Board, determining it to be advisable and in the best interests of the Company and its ~~stockholders. We are proposing the name DMC Global Inc., as we are no longer a materials company as implied in Dynamic Materials Corporation. Rather, we are the parent company~~stockholders, authorized, subject to ~~a diversified portfolio of technical product~~approval and ~~process businesses serving niche markets around the world.~~

Changing the corporate name in the manner proposed will not change the Company’s corporate structure. If the proposal is approved and the name change becomes effective, the Company’s common stock will continue to be quoted on the NASDAQ Stock Market under the ticker symbol "BOOM".

If the name change becomes effective, the rights of stockholders holding certificated shares under currently outstanding stock certificates and the number of shares represented by those certificates will remain unchanged. The name will not affect the validity or transferability of any currently outstanding stock certificates nor will it be necessary for shareholders with certificated shares to surrender any stock certificates they currently hold as a result of the name change.

~~Addition of Indemnification Requirement~~

We are also proposing to amend the Certificate of Incorporation to add indemnification provisions. Under Section 145 of the Delaware General Corporation Law (the “DGCL”), a Delaware corporation has the power to indemnify directors and officers under certain prescribed circumstances against certain costs and expenses, actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a director or officer of the corporation if it is determined that he acted in accordance with the applicable standard of conduct set forth in such statutory provision. As part of the amendment of our Certificate of Incorporation, we are adding a new article (Article VII) that requires us to indemnify any current or former directors or officers to the fullest extent permittedadoption by the ~~DGCL. This indemnification obligation applies~~stockholders, an amendment (the “Authorized Shares Amendment”) to ~~any claim against~~ our directors or officers from serving in that role or from serving at our request as a director, officer, employee or agent or another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity. The new Article VII requires us to pay expenses incurred in defending any such proceeding in advance of the final outcome as well as to indemnify for any expenses or other damages incurred by the officer or director as a result of such proceeding or claim. The standard of care for the rights to indemnification specified in DGCL Section 145 is that the officer or director acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. Any future repeal or modification of this new Article VII will not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

While we currently provide similar indemnification rights to our directors and officers pursuant to separate indemnification agreements we have entered into with each of our directors and officers, the Board of Directors believes it is in our best interest and the best interest of our stockholders that we provide these indemnification rights as allowed by the DGCL, in the Company’s amended Certificate of Incorporation. We believe the indemnifications provisions added by this new Article VII are usual and customary provisions for public companies. Having these indemnification obligations also included in our amended Certificate of Incorporation provides additional assurance to our directors and officers of their right to indemnification and enhances our ability to retain our existing directors and officers and to recruit new directors and officers when necessary.

~~Approval and Effectiveness~~

~~The Company proposes to effect the amendments to the Certificate of Incorporation through the adoption of an Amended~~

~~and Restated Certificate of Incorporation. If approved, the~~ Amended and Restated Certificate of Incorporation ~~will become~~

~~effective upon its filing with~~(as amended by the ~~Secretary~~Authorized Shares Amendment, the “Post-Authorized Shares Certificate”) to increase the number of ~~State~~authorized shares of our common stock from 25 million to 50 million. The full text of the ~~State~~Authorized Shares Amendment is attached to this proxy statement as Appendix A.

As of ~~Delaware. The proposed form~~March 17, 2022, a total of 19,504,055 of the ~~Amended~~Company’s currently authorized 25 million shares of DMC common stock were outstanding and ~~Restated Certificate~~2,890,480 shares were reserved for issuance under our employee benefit plans, leaving only 2,605,465 shares available for issuance. The increase in the number of ~~Incorporation is attached~~authorized but unissued shares of our common stock would enable the Company, without further stockholder approval (other than as ~~Appendix A~~ ~~and is incorporated~~required by ~~reference in this Proxy Statement, which form is, however, subject~~applicable Nasdaq rules), to ~~change~~issue shares from time to time as may be ~~necessary~~required for business purposes such as raising additional capital for ongoing operations, business and asset acquisitions, present and future employee benefit programs and other corporate purposes. In addition, under the operating agreement for Arcadia, we have the right to acquire the remaining 40% ownership interest in Arcadia beginning in December 2024. We may also be required to purchase some or ~~required~~all of the remaining interests by the minority holder at any time after December 2024, and may elect to pay the purchase price for such interests through the issuance of newly created series A preferred stock, which would be convertible into common stock. In order to allow flexibility to purchase and finance the remaining ownership interest in Arcadia in either cash or preferred stock, it is critical to have sufficient authorized common stock.

The proposed Authorized Shares Amendment would not change the terms of our common stock, and the additional shares of DMC common stock to be authorized pursuant to the Authorized Shares Amendment would have rights identical to the currently outstanding shares of DMC common stock. The Board has not proposed an increase in the number of authorized shares of our common stock with the intention of discouraging tender offers or takeover attempts relating to the Company. However, the availability of additional authorized shares for issuance may have the effect of discouraging a merger, tender offer, proxy contest or other attempt to obtain control of the Company.

The Board recognizes that the issuance of additional shares of our common stock may adversely affect the interests of the holders of DMC Global common stock. For example, in the absence of a proportionate increase in the Company’s earnings and book value, an increase in the aggregate number of outstanding shares caused by the issuance of additional shares would dilute the earnings per share and book value per share of all of the existing outstanding shares of our common stock. However, the Board believes that these potential risks are outweighed by the benefit that an increase in the number of available shares would provide in terms of additional financing flexibility. The Board believes that retaining the ability to act quickly on future opportunities that may require or be facilitated by additional stock issuances and the ability to finance the purchase of the remainder of Arcadia will benefit existing stockholders.

EFFECTIVE TIME

The effective time of the Authorized Shares Amendment, if approved by the stockholders and not otherwise abandoned by the Board, will be the time that the Certificate of Amendment setting forth the Authorized Shares Amendment is filed with the Delaware Secretary of State.

The ~~Board~~exact timing of ~~Directors has unanimously approved~~ the ~~Amended and Restated~~filing of the Certificate of ~~Incorporation. The~~Amendment setting forth the Authorized Shares Amendment will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and its stockholders.

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If, at any time prior to the filing of ~~Directors reserves~~ the ~~right,~~Certificate of Amendment setting forth the Authorized Shares Amendment with the Delaware Secretary of State, notwithstanding stockholder approval and without further action by the stockholders, ~~not~~the Board, in its sole discretion, determines that it is in the Company’s best interests and the best interests of our stockholders to ~~proceed with~~abandon the ~~adoption~~Authorized Shares Amendment, the Authorized Shares Amendment may be abandoned.

PROPOSED RESOLUTION

In light of the foregoing, the Board recommends that you vote in favor of the following resolution at the Meeting:

RESOLVED, that the amendment to the Amended and Restated Certificate of Incorporation ~~if, at any time prior~~of DMC Global Inc. to ~~its filing with~~increase the ~~Secretary~~number of ~~State~~authorized shares of ~~Delaware, the Board of Directors, in its sole discretion, determines that the changes reflected in such documents are no longer in the best interests of the Company~~DMC Global common stock from 25 million to 50 million is hereby approved and ~~its stockholders.~~

adopted.

REQUISITE VOTE

Approval of the ~~Amended and Restated Certificate of Incorporation under the DGCL requires~~Authorized Shares Proposal will require the affirmative vote of the holders of a majority in voting power of the outstanding shares of ~~voting stock of the Company. The Company has no class of voting stock outstanding other than the~~DMC Global common stock.

~~REQUISITE VOTE~~

~~Approval of the Amended and Restated Certificate of Incorporation under this proposal 1 requires the affirmative~~

If you fail to vote ofor submit a ~~majority of the outstanding~~proxy or fail to instruct your broker to vote (and your broker does not exercise its discretion to vote your shares ~~of voting stock of the Company. Broker non-votes have no legal effect~~ on this ~~proposal and abstentions~~matter) or vote to “abstain,” it will have the same effect as a vote ~~against~~“AGAINST” the Authorized Shares Proposal.

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

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PROPOSAL 4
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2022. 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:

•	EY’s historical and recent performance on the Company’s audit, including the extent and quality of EY’s communications with the Audit Committee;
•	The appropriateness of EY’s fees;
•	EY’s tenure as our independent auditor and its depth of understanding of our global operations and business, operations and systems, accounting policies and practices, including the potential effect on the financial statements of the major risks and exposures facing the Company, and internal control over financial reporting;
•	EY’s demonstrated professional integrity and objectivity, including through rotation of the lead audit partner and other key engagement partners;
•	EY’s capabilities and expertise in handling the breadth and complexity of our global operations; and
•	The advisability and potential impact of selecting a different independent accounting firm.

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, 2021 and 2020.

AUDITOR FEES

	2021		2020
Audit Fees	$	1,418,987	$	975,637
Audit-related fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	110,542	$	185,628
All Other Fees⁽³⁾	$	329,426	$	395,862
TOTAL FEES	$	1,858,955	$	1,557,127

(1)	The Company includes fees related to the following in Audit Related Fees: employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services related to financial reporting that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.
(2)	The Company includes fees related to the following in Tax Fees: preparation of original and amended federal and state tax returns.
(3)	The Company includes fees related to the following in All Other Fees: tax planning and advice, including assistance with tax audits and appeals, and tax consulting.

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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 2021 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 4.

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, that might incorporate future filings, including this proxy statement, in whole or in part, the following Audit Committee Report shall not be deemed to be “Soliciting Material,” and is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date of this proxy statement and irrespective of any general incorporation language in such filings.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

As of December 31, 2021, the Audit Committee of DMC Global Inc. (the “Company”) was comprised of Messrs. Richard P. Graff (Chairman) and David C. Aldous and Mses. Andrea E. Bertone and Ruth I. Dreessen, each of whom the Board of Directors of the Company has determined to be independent as that concept is defined in Section 10A of the Exchange Act, the rules promulgated by the SEC thereunder and the applicable rules of the Nasdaq. 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, 2021.

Audit Committee Members:

Richard P. Graff, Chairman

David C. Aldous

Andrea E. Bertone

Ruth I. Dreessen

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

TABLE OF CONTENTS

EXECUTIVE SUMMARY	27
WHAT GUIDES OUR PROGRAM	30
2021 EXECUTIVE COMPENSATION PROGRAM IN DETAIL	32
OTHER EXECUTIVE COMPENSATION PRACTICES AND POLICIES	35

Our CD&A details the objectives and elements of the DMC Global executive compensation program, describes the related processes of our Compensation Committee, and discusses the compensation earned by our Named Executive Officers (NEOs). For 2021, our NEOs were:

Executive Summary

2021 Business Overview

DMC Global Inc.’s (“DMC”, “we”, “us”, “our”, or the “Company”) businesses navigated a second consecutive year of challenging market conditions during 2021. DynaEnergetics, DMC’s energy products business, benefitted from a rebound in well completion activity following the COVID-19-related collapse in energy demand during 2020. However, a weak pricing environment in North America’s unconventional oil and gas industry negatively impacted DynaEnergetics’ profitability. At NobelClad, DMC’s composite metals business, global supply chain disruptions slowed end-market activity and disrupted metal deliveries.

Despite these challenges, DMC’s businesses maintained their focus on safety, operational excellence, and product innovation. In addition, DMC took an important step in its growth strategy by expanding its family of innovative, asset light businesses. On December 23, 2021, DMC acquired a 60% controlling interest in Arcadia, a leading provider of architectural building products. The transaction doubled DMC’s annualized revenue to $500.5 million (pro forma at December 31, 2021) , and more than tripled the size of DMC’s addressable market.

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TSR Performance

Our total stockholder return (“TSR”) relative to the compensation peer group identified below was at the 29^thpercentile over one year, at the 69^thpercentile over three years and at the 100^th percentile over five years:

TOTAL SHAREHOLDER RETURN RELATIVE TO COMPENSATION PEER GROUP

2021 Financial/Strategic Achievements

DMC’s consolidated sales increased 14% to $260.1 million from $229.2 million in 2020. At DynaEnergetics, sales increased 20% to $175.4 million from $146.4 million in 2020. The improvement was due to the recovery in energy demand and a corresponding increase in North American well-completion activity, which led to higher unit sales of DynaEnergetics’ DS perforating systems. The recovery in North America was offset by weak demand in DynaEnergetics’ international markets, which have been slower to rebound from the pandemic. Sales at NobelClad increased 2% to $84.8 million from $82.8 million in 2020.

Full-year Adjusted EBITDA* attributable to DMC was $20.2 million versus $19.1 million in 2020. At DynaEnergetics, Adjusted EBITDA was $16.4 million versus $16.3 million in 2020; while NobelClad reported Adjusted EBITDA of $13.7 million versus $10.7 million in 2020.

During 2021, DynaEnergetics maintained its market share in North America, despite a highly competitive environment. DynaEnergetics continued to invest in new technologies, which is expected to result in new product innovations during 2022. DynaEnergetics also strengthened its organization with the addition of several key positions, and improved manufacturing efficiency and quality at its North American production facilities.

NobelClad continued to pursue new applications for its composite metal plates. In the third quarter, it introduced DetaPipe™, a high-performance clad-metal pipe product designed for use in corrosive, high-temperature and high-pressure industrial-processing environments. DetaPipe is the result of several years of research and development, and management believes the new product offering will address a broad range of industrial processing applications, including the production of monoethylene glycol, a key ingredient in polyester. By the end of 2021, NobelClad had surpassed 800 days without a lost-time accident, and also improved its manufacturing quality.

Arcadia Acquisition

The Arcadia acquisition is a milestone transaction for DMC and aligns with our strategy of building a diversified portfolio of asset-light, industry-leading businesses with differentiated products and services. The acquisition is expected to double DMC’s consolidated sales, strengthen our gross margins and provide diversification outside our more cyclical energy and industrial infrastructure markets.

Adjusted EBITDA is a non-GAAP (generally accepted accounting principles) financial measure used by management to measure operating performance and liquidity.

We define EBITDA as net income or loss plus or minus net interest, taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation, restructuring and impairment charges and, when appropriate, other items that management does not utilize in assessing DMC’s operating performance. As a result, internal management reports used during monthly operating reviews feature Adjusted EBITDA and certain management incentive awards are based, in part, on the amount of Adjusted EBITDA achieved during the year.

Adjusted EBITDA for a relevant fiscal year are the same as reported in the Company’s Form 10-K for that period. For a reconciliation of Adjusted EBITDA to the most directly comparable generally accepted accounting principle measure, refer to Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations from our Annual Report on Form 10-K for the year ended December 31, 2021.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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Arcadia recorded unaudited sales of $240.3 million and Adjusted EBITDA of $49.9 million for the year ended December 31, 2021. On a pro forma (unaudited) basis, DMC’s consolidated sales for the year ended December 31, 2021, were $500.5 million, while pro forma gross margin was 28%.

Arcadia’s strong position in a $4.5 billion segment of the architectural products industry will also significantly expand DMC’s addressable market. We believe Arcadia has the capability to achieve significant growth within this large market. From 2010 through 2020, Arcadia increased its sales at a 13% compound annual growth rate (CAGR) and increased Adjusted EBITDA at a 23% CAGR. DMC expects the acquisition will be accretive to sales and Adjusted EBITDA within the first year. DMC intends to acquire the remaining 40% interest in Arcadia through a put and call option exercisable beginning in December 2024.

The acquisition was made possible by our debt-free balance sheet and responsible capital raising leading up to the execution and closing of the transaction. In 2021, we raised net proceeds of approximately $25.3 million through our at-the-market (ATM) equity program at a weighted average price per share of $64.47. During the second quarter of 2021 we raised an additional approximately $123.5 million in net proceeds through a registered public offering at a market price of $45.00 per share. The proceeds of these offerings were used in part to fund the acquisition of Arcadia. The remaining purchase price was funded with proceeds from an amended and restated credit facility.

Immediately prior to the acquisition of Arcadia, DMC’s net cash (defined as total cash, cash equivalents, and marketable securities minus debt) was $170.6 million, as compared to net cash of $42.6 million at December 31, 2020. DMC was debt-free immediately prior to the acquisition. DMC’s debt-to-Adjusted EBITDA leverage ratio after the Arcadia acquisition at December 31, 2021 was 3.0, while its net-debt-to Adjusted EBITDA at the end of the year was 2.3.

2021 Compensation Decisions at A Glance

The following pay decisions were made in 2021:

	COMPENSATION ELEMENT		2021 DESIGN PHILOSOPHY

	• The Compensation Committee maintained salaries at 2020 levels, except for one executive receiving a 4.8% increase due to increase in responsibilities		• Generally, maintain salaries at 2020 levels due to continuing impacts of COVID and other impacts on the oil and gas industry • Changes to base salary consider level of responsibility and complexity of position, peer compensation levels, individual performance, market alignment and other factors

	• No change in target award opportunities		• 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

	• Compensation Committee maintained grants at levels approximating 2020 levels		• 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) • Time-based 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 • Adjusted EBITDA

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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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

2021 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 2021 Annual Meeting of Stockholders, approximately 99.6% of stockholders supported our executive compensation program. Following the vote and throughout 2021, the Board and senior management team continued their regular cadence of communications with stockholders, engaging in over 100 in person and virtual meetings with investors during 2021, 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		Provide a competitive fixed rate of pay relative to similar positions in the market
FIXED	Paid in cash		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
AT RISK	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

DMC GLOBAL INC. •2022 PROXY STATEMENT

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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 (82% for our CEO and an average of 61% for our other NEOs).

The Decision Making Process

THE ~~BOARD RECOMMENDS~~

~~A VOTE “FOR” APPROVAL OF PROPOSAL 1~~

~~PROPOSAL 2 - APPROVAL~~ROLE OF THE ~~COMPANY’S 2016 OMNIBUS INCENTIVE PLAN~~COMPENSATION COMMITTEE

The Compensation Committee oversees the executive compensation program for our NEOs. The Committee is comprised of 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.

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 2021.

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’s, 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.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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The peer group listed below was used for purposes of setting executive compensation levels for 2021, as well as benchmarking relative performance for awards granted under the equity incentive plan.

Berry Petroleum Corporation	Dril-Quip, Inc.	LSB Industries, Inc.	U.S. Well Services, Inc.
Cactus, Inc.	Frank’s International N.V.	Penn Virginia Corporation	W&T Offshore, Inc.
Chase Corporation	Helix Energy Solutions Group, Inc.	Roan Resources, Inc.
Comstock Resources, Inc.	HighPoint Resources Corporation	SandRidge Energy, Inc.
Core Laboratories N.V.	Jagged Peak Energy Inc.	Trecora Resources

PEER GROUP DATA ($M) – KEY MEASURES

	TTM Revenues	Market Cap (as of 12/31/2021)
75th Percentile	555	1,020
50th Percentile	508	685
25th Percentile	307	462
DMC Global Inc.	260	764
Percentile Rank	8	56

2021 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 Ms. Shepston’s salary for competitive reasons and due to increased responsibilities and believed all other salaries were competitive with market levels.

NEO	2020 Base Salary	2021 Base Salary	Percentage Increase
Kevin T. Longe	$600,000	$600,000	0%
Michael Kuta	$370,000	$370,000	0%
Michelle Shepston	$315,000	$330,000	4.8%
Ian Grieves⁽¹⁾	€315,000	€315,000	0%
Antoine Nobili	€185,000	€185,000	0%

(1)

2021 amount guaranteed to be equivalent to at least $350,000, measured at the end of each year, based on the then-current exchange rate.

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 ~~asking stockholders~~expressed as a percentage of base salary and were established by the NEO’s level of responsibility and his or her ability to ~~approve~~impact overall results and market practices for each position.

Target award opportunities as a percentage of base salary for each NEO are as follows:

NEO	2021 Target Award Opportunity (as a % of base salary)
Kevin T. Longe	100%
Michael Kuta	60%
Michelle Shepston	40%
Ian Grieves	60%
Antoine Nobili	40%

The annual incentive plan for the ~~Dynamic Materials Corporation (the “Company”~~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%.

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 2021, the Company performance component was based on DMC Global or business unit performance against pre-determined 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.

DMC GLOBAL INC. •2022 PROXY STATEMENT

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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. For the Company performance component of the award that may be awarded to Messrs. Grieves and Nobili, the Committee may also apply a bonus multiplier of +/- 10% (but may not increase the payment beyond the 180% bonus maximum). The multiplier is based on the number of days by which NobelClad or DynaEnergetics increases or decreases its average working capital cash collection cycle during 2021.

DMC Global Inc.

NEOs:

Mr. Longe, Chief Executive Officer

Mr. Kuta, Chief Financial Officer

Ms. Shepston, Chief Legal Officer

In February 2021, the Board adopted 2021 Company performance measures set forth in relevant part below, with target payout to occur at $270 million in revenue and $34.9 million in Adjusted EBITDA.

Revenue	$210.0	$222.0	$234.0	$246.0	$258.0	$270.0	$282.0	$294.0	$306.0	$318.0	$330.0
Adjusted EBITDA	$13.6	$17.3	$21.3	$25.6	$30.1	$34.9	$40.3	$46.1	$52.1	$58.5	$65.1
Adjusted EBITDA %	6.5%	7.6%	8.7%	9.8%	10.9%	12.0%	13.2%	14.4%	15.6%	16.8%	18.0%
Payout %	0%	36%	52%	68%	84%	100%	116%	132%	148%	164%	180%

Actual results: The Company’s 2021 Adjusted EBITDA percentage of 7.8% and revenue of $260.1 million resulted in a 58% payout for the Company performance component portion of the annual award.

DynaEnergetics

NEOs:

Mr. Grieves, President and Managing Director

In February 2021, the Board adopted 2021 DynaEnergetics performance measures set forth in relevant part below, with target payout to occur at $170 million in revenue and $28.9 million in Adjusted EBITDA.

Revenue	$130.0	$138.0	$146.0	$154.0	$162.0	$170.0	$178.0	$186.0	$194.0	$202.0	$210.0
Adjusted EBITDA	$13.0	$15.7	$18.7	$21.9	$5.3	$28.9	$33.1	$37.6	$42.3	$47.3	$52.5
Adjusted EBITDA %	10.0%	11.4%	12.8%	14.2%	15.6%	17.0%	18.6%	20.2%	21.8%	23.4%	25.0%
Payout %	0%	36%	52%	68%	84%	100%	116%	132%	148%	164%	180%

Actual results: DynaEnergetics’ Adjusted EBITDA percentage of 9.4% and revenue of $175.4 million resulted in a 0% payout for the Company performance component portion of the annual award. The bonus multiplier had no impact on the payout for 2021.

NobelClad

NEOs:

Mr. Nobili, President

In February 2021, the Board adopted 2021 NobelClad performance measures set forth in relevant part below, with target payout to occur at $100 million in revenue and $14.0 million in Adjusted EBITDA.

Company Performance Component: NobelClad (in Millions)

Revenue	$70.0	$76.0	$82.0	$88.0	$94.0	$100.0	$106.0	$112.0	$118.0	$124.0	$130.0
Adjusted EBITDA	$8.4	$9.4	$10.5	$11.6	$12.8	$14.0	$15.3	$16.6	$17.9	$19.3	$20.8
Adjusted EBITDA %	12.0%	12.6%	13.2%	13.8%	14.4%	15.0%	15.6%	16.2%	16.8%	17.4%	18.0%
Payout %	0%	36%	52%	68%	84%	100%	116%	132%	148%	164%	180%

DMC GLOBAL INC. •2022 PROXY STATEMENT

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Actual results: NobelClad’s Adjusted EBITDA percentage of 16.2% and revenue of $84.8 million resulted in an 85% payout for the Company performance component portion of the annual award. The bonus multiplier had no impact on the payout for 2021.

Individual Performance Component

With respect to 2021, the Compensation Committee considered the contribution of each NEO to Company performance, including navigating the continuing COVID pandemic and related challenging market conditions, while maintaining focus on safety, operational excellence and product innovation, and other individual achievements.

Based on these accomplishments, the Committee determined that the percentage multiple for Messrs. Longe, Kuta, Grieves, and Nobili and Ms. Shepston were 100%.

OVERALL RESULTS

The total annual bonus awards for 2021 for each NEO were calculated as follows:

NEO	Target Award ($)		Amount Earned Company Performance Component (70% weight)		Amount Earned Individual Performance Component (30% weight)		Total Award Earned for 2021
Kevin T. Longe	$	600,000	$	252,000	$	180,000	$	432,000
Michael Kuta	$	222,000	$	93,000	$	66,600	$	159,600
Michelle Shepston	$	132,000	$	55,000	$	39,600	$	94,600
Ian Grieves⁽¹⁾	$	210,000	$	-	$	76,881	$	76,881
Antoine Nobili⁽²⁾	$	87,527	$	61,506	$	29,570	$	91,076

(1)	Amounts based on Mr. Grieves’ base pay guaranteed to be equivalent to at least $350,000.
(2)	Amounts based on Mr. Nobili’s base pay converted from euros to U.S. dollars using an exchange rate of 1.1828 for 2021.

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 2021, 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).

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. RSU’s granted to Mr. Grieves vest on each of the first, second and third anniversaries of grant; RSU’s granted to Mr. Nobili vest two-thirds on the second anniversary of the grant date and one-third vests on the third anniversary of the grant date due to French tax considerations. 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 table below shows the equity awards granted under the 2016 Omnibus Incentive Plan (the ~~"2016 Plan"~~“Plan”). on February 23, 2021 for each of the NEOs:

NEO	Restricted Stock/RSUs	PSUs⁽¹⁾	Grant Date Value⁽²⁾
Kevin T. Longe	14,754	14,754	2,273,936
Michael Kuta	4,869	4,869	750,429
Michelle Shepston	1,918	1,918	295,619
Ian Grieves	2,582	2,582	397,957
Antoine Nobili	738	738	113,755

(1)	Number of PSUs granted assuming target performance achieved.
(2)	See footnote 1 to Summary Compensation Table for an explanation of calculation.

DMC GLOBAL INC. •2022 PROXY STATEMENT

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The ~~Board~~Compensation Committee established target LTI awards for each NEO. The number of ~~Directors has adopted~~shares or units is calculated based on the ~~2016 Plan, subject to approval at~~LTI targets and the ~~Special Meeting. If stockholders approve the 2016 Plan at the Special Meeting, the 2016 Plan will become effective on November 4, 2016 and terminate on November 4, 2026. Regardless~~closing price of ~~whether the 2016 Plan is approved,~~ the Company’s ~~2006 Stock Incentive Plan (the “2006 Plan” or “Prior Plan”)~~stock on the day prior to grant date.

TRANSACTION BONUS

In light of the significant efforts expended in financing, negotiating and closing the Arcadia acquisition and the continuing effort and expertise that will ~~terminate~~be required to successfully integrate Arcadia with DMC, the Committee determined to make certain grants of common stock, with one-third of the grant vesting upon issuance to recognize the successfully closing of the acquisition, and the remainder vesting in full on ~~September 21, 2016, though such termination will not impact awards previously granted under~~ the ~~2006 Plan.~~

~~Summary~~second anniversary of the date of grant to incentivize the executives to successfully integrate Arcadia with DMC. The Committee recommended, and the Board approved, a one-time grant of stock effective as of March 2, 2022, pursuant to the 2016 Omnibus Incentive Plan

~~The following paragraphs provide~~ as follows:

Name	Number of Shares Cliff Vesting on the Second Anniversary of Grant	Number of Shares 100% Vested at Grant	Total Share Granted
Kevin T. Longe	11,074	5,537	16,611
Michael Kuta	6,817	3,408	10,225
Michelle Shepston	6,079	3,039	9,118

VESTING OF PRIOR AWARDS

PSU’s granted on February 27, 2018 vested on February 27, 2021 at 200% of target award amounts based on the following:

•	Achievement of average Adjusted EBITDA over 2018-2020 of $58.1 million against a pre-established three-year performance goal of $25.5 million
•	A relative three-year TSR of the Company’s shares that is 97% above the average TSR of shares of the Company’s peer group during this period

		Number of PSUs
Name	Title	Granted⁽¹⁾	Vested
Kevin T. Longe	President and Chief Executive Officer	10,000	20,000
Michael Kuta	Chief Financial Officer	4,000	8,000
Michelle Shepston	Executive Vice President, Chief Legal Officer and Secretary	3,000	6,000
Ian Grieves	President and Managing Director, DynaEnergetics	3,000	6,000

(1)

Number of PSUs granted assuming target performance achieved.

Other Executive Compensation Practices and Policies

Stock Ownership Guidelines

We maintain rigorous stock ownership guidelines. After a ~~summary~~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 ~~principal features~~annual cash Board retainer fee. For purposes of the ~~2016 Plan. This summary does not purport to be complete~~calculations for the CEO and ~~is subject to, and qualified in its entirety~~non-employee directors, all shares held, whether vested, unvested or deferred, are considered owned by the ~~provisions~~executive or director. The value of shares held is calculated at the ~~2016 Plan, which is attached to this proxy statement as~~ ~~Appendix B. Capitalized terms used herein and not defined shall have~~higher of (i) the ~~same meanings set forth in the 2016 Plan.~~

~~Background and Objectives.~~ ~~The objectives~~average closing price of the 2016 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Participants and to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to thosea share of the Company’s ~~stockholders. The 2016 Plan permits~~stock for the ~~grant of~~year ending December 31 and (ii) the following types of incentive awards: (1) Options, (2) SARs, (3) Restricted Stock, (4) RSUs, (5) Performance Shares, (6) Performance Units, (7) Other Stock-Based Awards, and (8) Cash-Based Awards (each individually, an “Award”).

~~Shares Subject to the 2016 Plan.~~ ~~The number of shares~~fair market value of the Company’s ~~Common Stock (“Shares”) initially reserved~~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

Clawback Policy

Our clawback policy allows the Board to recoup certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the ~~2016 Plan is 5,000,000 shares, 2,617,500~~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).

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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 ~~rolled over~~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

We consider the impact of various tax and accounting rules in implementing our compensation program. We have historically structured incentive compensation arrangements with a view toward qualifying them as performance-based compensation exempt from ~~our 2006 Stock Incentive Plan. To~~ the extent that an Award under the 2016 Plan or an award under the Prior Plan is canceled, expired, forfeited, settled in cash, settled by issuance of fewer Shares than the number underlying the Award, or otherwise terminated without delivery of shares to the Participant, the Shares retained or returned to the Company will again be counted for purposes of determining the maximum number of Shares available for award under the Plan. Shares that are tendered or withheld in payment of all or part of the Exercise Price of an Award or in satisfaction of tax withholding obligations, shall not be included in or added to the number of Shares available for issuance under the 2016 Plan. The market value of a Share as of September 12, 2016 was $10.75.

~~Administration.~~ The 2016 Plan is administered by a committee of the Board (the “Committee”). The Board of Directors has currently designated the Compensation Committee as the Committee for the 2016 Plan. Subject to the provisions of the 2016 Plan, the Committee has the authority to: (1) select the persons to whom Awards are to be granted, (2) determine whether and to what extent Awards are to be granted, (3) determine the size and type of Awards, (4) approve forms of agreement for use under the 2016 Plan, (5) determine the terms and conditions applicable to Awards, (6) establish performance goals for any Performance Period and determine whether such goals were satisfied, (7) amend any outstanding Award subject to shareholder approval as described below and participant consent in certain circumstances, (8) construe and interpret the 2016 Plan and any Award Agreement and apply its provisions and (9) subject to certaindeduction limitations take any other actions deemed necessary or advisable for the administration of the 2016 Plan. All decisions, interpretations and other actions of the Committee shall be final and binding on all holders of Options or rights and on all persons deriving their rights therefrom. Subject to applicable law, the Committee may delegate its authority under the 2016 Plan.

~~Eligibility to Receive Awards.~~ The 2016 Plan provides that Awards may be granted to Participants, which include all Employees, Directors, and Consultants of the Company, except that Incentive Stock Options may be granted only to Employees. The approximate number of persons eligible to participate in the 2016 Plan is 416.

~~Code Section 162(m).~~ ~~The Company has designed the 2016 Plan so that it permits the issuance of Awards that are intended to qualify as performance-based~~ under Section 162(m) of the Internal Revenue Code, although we have viewed and continue to view the availability of ~~1986,~~a tax deduction as ~~amended (the “Code”).~~only one relevant consideration. The Committee believes that its primary responsibility is to provide a compensation program that is consistent with its compensation philosophy and supports the achievement of its compensation objectives.

Federal tax legislation enacted in December 2017 eliminated the Section 162(m) performance-based compensation exemption prospectively and made other changes to Section 162(m), but with a transition rule that preserves the performance-based compensation exemption for certain arrangements and awards in place as of November 2, 2017. We intend to continue to administer arrangements and awards subject to this transition rule with a view toward preserving their eligibility for the performance-based compensation exemption to the extent practicable and consistent with the non-tax compensation program objectives noted above.

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)
David C. Aldous
Michael A. Kelly
Clifton Peter Rose

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.


DMC GLOBAL INC. •2022 PROXY STATEMENT	36

~~No Repricing.~~ ~~Except~~

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SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
Kevin T. Longe Chief Executive Officer	2021	$	600,000		$	449,992	⁽²⁾	$	2,273,936	$	432,000	$	88,338	⁽³⁾	$	3,844,266
	2020		600,000			-			2,322,224		180,000		83,431			3,185,655
	2019		550,000			-			1,382,300		640,200		111,184			2,683,684
Michael Kuta Chief Financial Officer	2021		370,000			276,995	⁽²⁾		750,429		159,600		45,052	⁽⁴⁾		1,602,076
	2020		370,000			-			766,297		66,500		65,181			1,267,978
	2019		350,000			-			452,373		263,340		74,689			1,140,402
Michelle Shepston Executive Vice President, Chief Legal Officer and Secretary	2021		330,000			247,007	⁽²⁾		295,619		94,600		41,329	⁽⁵⁾		1,008,555
	2020		315,000			-			301,904		37,750		42,630			697,284
	2019		280,000			-			287,203		140,448		37,000			744,651
Ian Grieves President and General Manager, DynaEnergetics	2021		358,628	⁽⁶⁾		-			397,957		76,881		43,142	⁽⁷⁾		876,608
	2020		359,209			-			406,427		63,000		38,807			867,443
	2019		330,000			100,000			359,022		302,346		35,467			1,126,835
Antoine Nobili President, NobelClad⁽⁸⁾	2021		218,818			-			113,755		91,076		108,738	⁽⁹⁾		532,387
Antoine Nobili President, NobelClad⁽⁸⁾	2020		191,469			-			43,416		55,547		42,924			333,356

(1)	Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used to determine the amounts in this column are the same as those used in the valuation of compensation expense for our audited financial statements. This column was prepared assuming none of the awards will be forfeited. Awards granted in 2021 include restricted stock awards, restricted stock units, and performance share units. The grant date fair values of restricted stock awards and restricted stock units were based on the market price of our stock on the grant dates. The fair value of performance share units with target Adjusted EBITDA performance conditions is based on the fair value of DMC’s stock on the grant date. The fair value of PSUs with TSR performance conditions is based on a third-party valuation simulating a range of possible TSR outcomes over the performance period. For additional information about these restricted stock awards, refer to Note 6 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. The performance-based portion of the award assumes target performance will be achieved. For Mr. Longe, Mr. Kuta, Ms. Shepston, Mr. Grieves, and Mr. Nobili the grant date fair value of their 2021 stock awards assuming maximum achievement of performance metrics would be $3,547,8458, $1,170,836, $461,237, $620,905, and $177,488, respectively.
(2)	Includes discretionary bonuses granted to Mr. Longe, Mr. Kuta, and Ms. Shepston in recognition of their contributions to the acquisition of Arcadia in 2021. These bonuses were granted on March 2, 2022, in the form of restricted stock awards of 16,611, 10,225, and 9,118, respectively. One-third of the restricted stock award grants vested immediately, and two-thirds of the awards will vest on March 2, 2024.
(3)	Includes commuting expenses ($37,066), insurance premium payments ($21,772), matching contributions under the company’s 401(k) plan ($11,600), dividend equivalents paid on performance-based equity awards that vested during the year ($9,900), reimbursement of professional fees for financial planning advisory services and personal use of Company-provided vehicle. On certain occasions in 2021, family members of Mr. Longe accompanied him on business trips on Company-provided aircraft at no incremental cost to us.
(4)	Includes automobile and fuel allowances ($18,000), matching contributions under the Company’s 401(k) plan ($11,600), insurance premium payments ($8,382), dividend equivalents paid on performance-based equity awards that vested during the year, reimbursement of professional fees for financial planning advisory services, and costs related to spousal attendance at a Board meeting.
(5)	Includes automobile and fuel allowances ($18,000), matching contributions under the Company’s 401(k) plan ($11,600), insurance premiums ($8,160), dividend equivalents paid on performance-based equity awards that vested during the year and costs related to family member attendance at a Company event. On one occasion in 2021, a family member of Ms. Shepston accompanied her on a business trip on a Company-provided aircraft at no incremental cost to us.
(6)	Annual salary of €315,000 guaranteed to be equivalent to at least $350,000, measured at the end of each year, based on the then-current exchange rate.
(7)	Includes expenses relating to a company-leased automobile that was provided to Mr. Grieves ($27,550), company contributions to insurance and pension plans ($12,689), and dividend equivalents paid on performance-based equity awards that vested during the year ($2,903). Automobile expenses include monthly lease payments and all operating expenses (gas, maintenance, insurance, etc.). Mr. Grieves’ compensation is paid to him in Euros. All amounts included in this and other tables are described in U.S. dollars and were converted using exchange rates of 1.1828 for 2021, 1.1419 for 2020, and 1.1194 for 2019.
(8)	Mr. Nobili was appointed President, NobelClad on July 24, 2020.
(9)	Includes company contributions to pension plans ($60,618) insurance premium payments ($40,836) and expenses relating to a company-leased automobile that was provided to Mr. Nobili ($7,285). Mr. Nobili’s compensation is paid to him in Euros. All amounts included in this and other tables are described in U.S. dollars and were converted using exchange rates of 1.1828 for 2021 and 1.1419 for 2020.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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GRANTS OF PLAN-BASED AWARDS

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards					Estimated Possible Payouts Under Equity Incentive Plan Awards (#)⁽³⁾			All Other Stock	Grant Date Fair Value of
		($)⁽¹⁾⁽²⁾					Performance-Based Awards			Awards	Stock Awards
Name	Grant Date	Threshold		Target		Maximum	Threshold	Target	Maximum	(#)⁽⁴⁾		($)⁽⁵⁾
Kevin T. Longe	N/A	$ -	$	600,000	$	1,200,000
Restricted Stock Awards⁽⁴⁾	23-Feb-21									14,754	$	1,000,026
PSUs⁽⁴⁾	23-Feb-21						-	14,754	29,508	-	$	1,273,910
Michael Kuta	N/A	$ -	$	222,000	$	399,600
Restricted Stock Awards⁽⁴⁾	23-Feb-21									4,869	$	330,021
PSUs⁽⁴⁾	23-Feb-21						-	4,869	9,738	-	$	420,408
Michelle Shepston	N/A	$ -	$	132,000	$	237,600
Restricted Stock Awards⁽⁴⁾	23-Feb-21									1,918	$	130,002
PSUs⁽⁴⁾	23-Feb-21						-	1,918	3,836	-	$	165,617
Ian Grieves	N/A	$ -	$	210,000	$	378,000
Restricted Stock Units⁽⁴⁾	23-Feb-21									2,582	$	175,008
PSUs⁽⁴⁾	23-Feb-21						-	2,582	5,164	-	$	222,949
Antoine Nobili	N/A	$ -	$	87,527	$	157,549
Restricted Stock Units⁽⁴⁾	23-Feb-21						-	-	-	738	$	50,022
PSUs⁽⁴⁾	23-Feb-21						-	738	1,476		$	63,733

(1)	Actual amounts paid pursuant to our non-equity incentive plan are reported in the non-equity incentive plan column of the Summary Compensation Table. With respect to Messrs. Longe, Kuta, Grieves and Nobili and Ms. Shepston, these numbers represent threshold, target and maximum amounts that could have been earned under our annual performance bonus plan, which is based 70% on quantitative measures and 30% on qualitative measures, and allows for payments between 0% (threshold) and 180% (maximum) of the target amount, which is a specified percentage of base salary. At the time these measures are set and communicated to our named executive officers, they are substantially uncertain.
(2)	Non-equity incentive plan awards for each of our named executives consist of a qualitative portion and a quantitative portion. The qualitative portion for each officer is based on the performance of that officer’s individual responsibilities in meeting the strategy and objectives set by the Board for the Company. The quantitative portion of the awards for Messrs. Longe and Kuta and Ms. Shepston is based on Adjusted EBITDA of DMC as a percentage of revenue achieved in 2021, and in the case of Messrs. Grieves and Nobili, Adjusted EBITDA* as a percentage of revenue of the DynaEnergetics and NobelClad divisions, respectively, subject to application of a bonus multiplier of +/- 10% (but not beyond the 180% maximum of the potential bonus) based on the number of days by which DynaEnergetics (in the case of Mr. Grieves) or NobelClad (in the case of Mr. Nobili) increases or decreases its average working capital cash collection cycle during 2021 from the targets established by management. Messrs. Grieves and Nobili’s payouts under the non-equity incentive plan are paid in Euros and converted to U.S. dollars using an exchange rate of 1.1828.
(3)	Represents performance share units (PSUs). Performance share units represent the right to receive one share of the Company’s stock based on the satisfaction of certain performance conditions. They vest on the third anniversary of the date of grant contingent on the achievement of two separate performance conditions - the achievement of a targeted Adjusted EBITDA goal and total shareholder return (TSR) performance relative to a disclosed peer group.
(4)	Represents restricted stock and restricted stock units granted to Messrs. Longe, Kuta and Grieves and Ms. Shepston, which vest in one-third increments on the first, second and third anniversaries of the grant date. With respect to Mr. Nobili, two-thirds of the restricted stock units vest on the second anniversary of the grant date and one-third vests on the third anniversary of the grant date.
(5)	In accordance with FASB ASC Topic 718, restricted stock awards and restricted stock units are valued based on the fair value of the Company’s stock on the last market trading day prior to the grant date. The fair value of a performance unit with target Adjusted EBITDA performance conditions is based on the fair value of the Company’s stock on the grant date. The fair value of a performance unit with TSR performance conditions is based on a third-party valuation simulating a range of possible TSR outcomes over the performance period. We have calculated the total grant date fair value of performance units assuming achievement of the target level of performance. Total dividends of $0.25 per share were paid in 2020 on restricted stock awards granted to Messrs. Longe and Kuta and Ms. Shepston. The awards granted to Messrs. Grieves and Nobili were in the form of restricted stock units which do not qualify for dividends until shares of common stock are issued on each of the respective vesting dates.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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EMPLOYMENT AGREEMENTS

During 2021, the Company had an employment agreement with ~~respect~~Mr. Longe and agreements to ~~certain permitted adjustments~~compensate Messrs. Kuta, Grieves and Nobili and Ms. Shepston.

KEVIN T. LONGE

On June 26, 2012, Mr. Longe was appointed as the Company’s Chief Operating Officer and Executive Vice President. At the time of his hiring as the Company’s Chief Operating Officer, the Company and Mr. Longe agreed upon ~~a change in capitalization,~~ the ~~2016 Plan prohibits repricing of Options~~terms and ~~SARs, including by way~~form of an ~~exchange~~employment agreement the parties would execute if the Board made Mr. Longe the Company’s President and Chief Executive Officer. This employment agreement was executed and became effective when Mr. Longe assumed the position of President and Chief Executive Officer on March 1, 2013.

Mr. Longe’s employment agreement provides for ~~another Award, unless stockholder approval~~an annual base salary, which will be reviewed annually and may be increased (but not decreased) at the discretion of the Compensation Committee. This agreement provides that Mr. Longe is ~~obtained.~~

~~Terms~~eligible (but not guaranteed) to receive a discretionary annual bonus of up to 100% of his base salary, based upon achievement of performance goals established by the Compensation Committee. Mr. Longe will be eligible to receive other incentive awards, which will vest immediately if Mr. Longe’s employment is terminated other than for cause.

Under the employment agreement, Mr. Longe also receives the following benefits: (i) term life insurance coverage in the amount of $750,000, which is in addition to the standard term life insurance provided in the Company’s standard benefit plan; (ii) participation in the executive long-term disability plan; (iii) four weeks of vacation per year; (iv) participation in the Company’s standard benefit programs including health and ~~Conditions~~dental insurance, term life insurance, accidental death and dismemberment insurance, short and long term disability, paid holiday, and certain other standard benefits provided by the Company; (v) participation in the Company’s 401(k) retirement plan; and (vi) reimbursement of ~~Stock Options.~~ ~~Each Option granted~~up to $5,000 of professional service fees annually for a financial planning and/or tax consulting.

The employment agreement may be terminated at any time by the Company for cause (as defined below) effective immediately upon written notice to Mr. Longe. The employment agreement also provides that Mr. Longe’s employment can be terminated by the Company for any reason other than for cause upon the payment of an amount equal to 18 months of salary, payable in equal monthly payments, plus a bonus for such period equal to 150% of the average bonus (if any) paid to Mr. Longe for the three years preceding his termination (or, if shorter, the number of years of his employment with the Company), provided that Mr. Longe releases the Company from all claims as a condition of receiving the payments. Such amounts will be reduced to the extent that Mr. Longe accepts other employment prior to the final payment. Mr. Longe may terminate his employment with the Company at any time upon sixty days written notice (or upon such shorter period as the Company may agree in writing).

For purposes of Mr. Longe’s employment agreement, “cause” is defined as: (i) a willful and substantial breach by Mr. Longe of the terms of the employment agreement that has a materially adverse effect on the business and affairs of the Company; (ii) the failure by Mr. Longe to substantially perform, or the gross negligence in the performance of, his duties under the ~~2016 Plan will be evidenced~~agreement for a period of fifteen days after the Board has made a written demand for performance which specifically identifies the manner in which it believes that Mr. Longe has not substantially performed his duties; (iii) the commission by ~~an Award Agreement between the optionee and~~Mr. Longe of a willful act or failure to act of misconduct which is injurious to the Company, ~~subject~~including, but not limited to, material violations of any Company policy (such as the ~~following terms and conditions:~~

•~~Exercise Price.~~ ~~The Committee sets~~Company’s Code of Ethics); (iv) conviction or a plea of guilty or nolo contendere in connection with fraud or any crime that constitutes a felony in the ~~Exercise Price~~jurisdiction involved; or (v) an act or failure to act constituting fraud or dishonesty that compromises Mr. Longe’s ability to act effectively as a high-level executive of the ~~Shares subject to each Option, provided~~Company.

Mr. Longe’s agreement provides that the Exercise Price cannot be less than 100% of the Fair Market Value of the Company’s Common Stock on the Option grant date. In addition, the Exercise Price of an Incentive Stock Option must be at least 110% of Fair Market Value if ~~on the grant date, the Participant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries (a “10% Stockholder”).~~

•~~Form of Consideration.~~ The means of payment for Shares issued upon exercise of an option is specified in each option agreement. Payment generally may be made by cash, other Shares of Common Stock owned by the optionee, any other method permitted by the Committee, or by a combination of the foregoing.

•~~Exercise of the Option.~~ Each Award Agreement will specify the term of the Option and the date when the Option is to become exercisable, provided that except as specified in an Award Agreement upon a termination of employment or in the event of a Change in Control ~~or Subsidiary Disposition, no Option~~Event (as defined below) occurs and is followed within one year by a Material Change (as defined below) and the Material Change is not corrected following notice, Mr. Longe may terminate his employment, if not already terminated by the Company. If that occurs, Mr. Longe will be ~~exercisable prior~~paid an amount equal to ~~one (1) year from the date~~two years of grant. The 2016 Plan provides that in no event shall an Option granted under the 2016 Plan be exercised more than ten (10) years after the date of grant. Moreover, in the case of an Incentive Stock Option granted to a 10% Stockholder, the termsalary and 200% of the ~~Option shall be for no~~average annual bonus earned over the preceding three years. In addition, all of Mr. Longe’s restricted stock or other equity awards will immediately vest.

Generally, a “Change in Control Event” means (i) a person or group acquires 25% of more ~~than five (5) years from the date of grant.~~

•~~Termination of Employment.~~ If an optionee’s employment terminates for any reason (including death or permanent disability), all Options held by such optionee under the 2016 Plan expire upon the earlier of (i) such period of time as is set forth in his or her Award agreement or (ii) the expiration date of the Option. The optionee may exercise all or part of his or her Option at any time before such expiration to the extent that such Option was exercisable at the time of termination of employment.

~~Terms and Conditions of Stock Appreciation Rights.~~ SAR grants may be either freestanding or tandem with Option grants. Each SAR grant shall be evidenced by an agreement that shall specify the grant price, the term of the SAR, the conditions of the exercise, and other such terms and conditions as the Committee shall determine.

~~Except with respect to certain permitted adjustments upon a change in capitalization, the grant price of a freestanding SAR may not be less than 100% of the Fair Market Value~~ of the Company’s ~~Common Stock on~~stock; (ii) over a 24-month period the ~~grant date~~members of the ~~Award, and the grant price of~~Board at that time, or their appointees, fail to constitute a ~~tandem SAR shall equal the Exercise Price~~majority of the ~~related Option. The Committee, subject to~~Board; (iii) the ~~provisions~~Company sells substantially all of its assets or merges into another corporation and its stockholders do not control the merged corporation; or (iv) the Company’s stockholders approve the liquidation or dissolution of the ~~2016 Plan, shall have~~Company. Generally, a “Material Change” means (i) a material change in Mr. Longe’s functions, duties or responsibilities from those before the discretion to determine the terms and conditions of SARs granted under the 2016 Plan. Each Award Agreement will specify the term of the SAR and the date when the SAR is to become exercisable, provided that except as specified in an Award Agreement upon termination of employment or a Change in Control Event; (ii) the Company assigns or ~~Subsidiary Disposition, no freestanding SAR may~~reassigns him to another place of employment at least fifty miles from Boulder, Colorado; (iii) his salary and other compensation are reduced; or (iv) a purchaser of all or substantially all of the company’s assets fails to assume Mr. Longe’s employment agreement.

The employment agreement also contains customary non-competition and non-solicitation covenants. These covenants will be ~~exercisable prior~~effective during Mr. Longe’s employment and for a period of two years following termination of his employment for any reason.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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MICHAEL KUTA

Our offer letter with Mr. Kuta dated February 23, 2014, provided a base salary, with participation in the annual incentive plan at a target level of 60% of base salary. Mr. Kuta is also eligible to ~~one year from date~~participate in various Company benefit programs. We agreed to pay Mr. Kuta a one-time severance payment equal to 18 months of ~~grant.~~

~~Upon exercise~~his then-current base salary if his employment was terminated as a result of a ~~SAR, the holder~~change of control of the ~~SAR shall~~Company. The definition of change of control is generally similar to the definition of Change of Control Event in Mr. Longe’s employment agreement.

MICHELLE SHEPSTON

Our offer letter with Ms. Shepston dated July 17, 2016 provided a base salary, with participation in the annual incentive plan at a target level of 40% of base salary. Ms. Shepston is also eligible to participate in various Company benefit programs. We agreed to pay Ms. Shepston a one-time severance payment equal to 12 months of her then-current base salary if her employment is terminated as a result of a change of control of the Company (defined substantially in accordance with Change of Control Event in Mr. Longe’s employment agreement), and agreed to pay a one-time severance payment equal to six months of her then-current base salary if her employment is terminated without cause other than in connection with a change of control.

IAN GRIEVES

DynaEnergetics Holding GmbH initially entered into an employment agreement with Mr. Grieves dated July 26, 2013, which was later replaced by an employment agreement entered into by and between DynaEnergetics Europe GmbH and Mr. Grieves dated January 1, 2020. Mr. Grieves�� employment agreement provides for an annual base salary, with participation in the annual incentive plan at a target level of 60% of base salary. Mr. Grieves is also eligible to participate in various Company benefit programs. The employment agreement also contains non-competition and non-solicitation covenants, to be ~~entitled to~~effective during Mr. Grieves’ employment and for a period of two years following termination of his employment. For the duration of Mr. Grieves’ non-competition obligation following termination, he will receive ~~payment~~compensation in an amount equal to one half of his fixed yearly annual salary.

ANTOINE NOBILI

NobelClad Europe SAS entered into an addendum to Mr. Nobili’s work contract dated July 24, 2020, which provides for an annual base salary, with participation in the ~~product~~annual incentive plan at a target level of 40% of base salary. Mr. Nobili also participates in NobelClad Europe SAS’s profit sharing plan, and he is eligible to participate in various other Company benefit programs.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021

	Stock Awards⁽¹⁾
	Restricted Stock/Restricted Stock Units				Performance Share Units
Name	Number of Shares of Stock or Units Held that Have Not Vested (#)		Market Value of Shares of Stock or Units Held that Have Not Vested ($)⁽¹⁷⁾		Number of Shares of Stock or Units Held that Have Not Vested (#)		Market Value of Shares of Stock or Units Held that Have Not Vested ($)⁽¹⁷⁾
Kevin T. Longe	33,334	⁽²⁾	$	1,320,360	8,809	⁽¹⁴⁾	$	348,924
	5,873	⁽³⁾	$	232,630	26,483	⁽¹⁵⁾	$	1,048,992
	17,655	⁽⁴⁾	$	699,315	14,754	⁽¹⁶⁾	$	584,406
	14,754	⁽⁵⁾	$	584,406
Michael Kuta	11,667	⁽²⁾	$	462,130	2,883	⁽¹⁴⁾	$	114,196
	1,922	⁽³⁾	$	76,130	8,739	⁽¹⁵⁾	$	346,152
	5,826	⁽⁴⁾	$	230,768	4,869	⁽¹⁶⁾	$	192,861
	4,869	⁽⁵⁾	$	192,861
Michelle Shepston	1,220	⁽³⁾	$	48,324	1,830	⁽¹⁴⁾	$	72,486
	2,295	⁽⁴⁾	$	90,905	3,443	⁽¹⁵⁾	$	136,377
	1,918	⁽⁵⁾	$	75,972	1,918	⁽¹⁶⁾	$	75,972
Ian Grieves	8,334	⁽⁶⁾	$	330,110	2,288	⁽¹⁴⁾	$	90,628
	1,525	⁽⁷⁾	$	60,405	4,635	⁽¹⁵⁾	$	183,592
	3,090	⁽⁸⁾	$	122,395	2,582	⁽¹⁶⁾	$	102,273
	2,582	⁽⁹⁾	$	102,273
Antione Nobili	333	⁽¹⁰⁾	$	13,190	738		$	29,232
	1,000	⁽¹¹⁾	$	39,610
	285	⁽¹²⁾	$	11,289
	738	⁽¹³⁾	$	29,232

(1)	All shares of restricted stock qualify for dividends if and when the Company declares dividend payments. Restricted stock units do not qualify for dividends until the shares of common stock are issued on each of the respective vesting dates. Performance share units accrue the right to receive dividends from the date of issuance until the vesting date on shares of common stock actually issued upon vesting. From the date of the earliest grant in this table until July 15, 2019, the Company paid a dividend of $0.02 per share each quarter. From and after July 16, 2020 until April 15, 2021, the Company paid a dividend of $0.125 per share each quarter. After April 16, 2021, the Company did not declare dividend payments.
(2)	These restricted stock awards were granted on February 22, 2017 and are scheduled to vest on the fifth anniversary of the date of grant, subject to continued employment.
(3)	These restricted stock awards were granted on February 26, 2019 and are scheduled to vest on the third anniversary of the date of grant, subject to continued employment.
(4)	These restricted stock awards were granted on February 26, 2020 and are scheduled to vest 50% on the second and 50% on the third anniversary of the date of grant, subject to continued employment.
(5)	These restricted stock awards were granted on February 23, 2021 and are scheduled to vest equally on each of the first three anniversaries of the date of grant, subject to continued employment.
(6)	These restricted stock units were granted on February 22, 2017 and are scheduled to vest on the fifth anniversary of the date of grant, subject to continued employment.
(7)	These restricted stock units were granted on February 26, 2019 and are scheduled to vest on the third anniversary of the date of grant, subject to continued employment.
(8)	These restricted stock units were granted on February 26, 2020 and are scheduled to vest equally on each of the first three anniversaries of the date of grant, subject to continued employment.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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(9)	These restricted stock units were granted on February 23, 2021 and are scheduled to vest equally on each of the first three anniversaries of the date of grant, subject to continued employment.
(10)	These restricted stock units were granted on March 8, 2019 and are scheduled to vest two-thirds on the second anniversary and one-third on the third anniversary of the date of grant, subject to continued employment.
(11)	These restricted stock units were granted on March 2, 2020 and are scheduled to vest two-thirds on the second anniversary and one-third on the third anniversary of the date of grant, subject to continued employment.
(12)	These restricted stock units were granted on May 1, 2020 and are scheduled to vest two-thirds on the second anniversary and one-third on the third anniversary of the date of grant, subject to continued employment.
(13)	These restricted stock units were granted on February 23, 2021 and are scheduled to vest two-thirds on the second anniversary and one-third on the third anniversary of the date of grant, subject to continued employment.
(14)	These performance share units were granted on February 26, 2019 and are scheduled to vest on the third anniversary of the date of grant based upon the achievement of two separate performance conditions - TSR performance relative to a disclosed peer group and the achievement of a targeted Adjusted EBITDA goal. These performance share units are reported assuming target performance metrics are met.
(15)	These performance share units were granted on February 26, 2020 and are scheduled to vest on the third anniversary of the date of grant based upon the achievement of two separate performance conditions - TSR performance relative to a disclosed peer group and the achievement of a targeted Adjusted EBITDA goal.
(16)	These performance share units were granted on February 23, 2021 and are scheduled to vest on the third anniversary of the date of grant based upon the achievement of two separate performance conditions - TSR performance relative to a disclosed peer group and the achievement of a targeted Adjusted EBITDA goal.
(17)	The fair market value is calculated as the product of (x) the closing price on December 31, 2021of $39.61 per share and (y) the number of unvested shares or units.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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STOCK VESTED DURING 2021

	Stock Awards
Name		Number of Shares Acquired on Vesting (#)		Value Realized Upon Vesting ($)⁽¹⁾
Kevin T. Longe		74,700	$	4,774,992
Michael Kuta		27,168	$	1,735,209
Michelle Shepston		10,368	$	656,727
Ian Grieves		15,903	$	1,013,272
Antoine Nobili		1,167	$	77,246

(1)

Represents the number of shares vested multiplied by the per share closing market price of our common stock on the respective vesting dates.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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NON-QUALIFIED DEFERRED COMPENSATION

NEOs are eligible to defer a portion of their annual salary, their annual incentive bonus, and their equity awards through the DMC Global Inc. Deferred Compensation Plan on a tax-deferred basis. Deferrals into the plan are not matched or subsidized by the Company, nor are they eligible for above-market or preferential earnings.

The following table shows information about the amount of contributions, earnings, and balances for each named executive officer under the Company’s Deferred Compensation Plan as of December 31, 2021.

Name	Beginning balance		Cash contributions⁽¹⁾		Equity contributions⁽²⁾			Aggregate earnings/ (losses)⁽⁴⁾			Aggregate distributions/ adjustments⁽⁵⁾			Ending balance
Kevin T. Longe	$	12,239,303	$	-	$	629,900	⁽³⁾	$	(141,074	)	$	(130,446	)	$	12,597,683
Michael Kuta	$	5,458,700	$	-	$	251,960	⁽³⁾	$	817,079		$	(57,207	)	$	6,470,532
Michelle Shepston	$	305,648	$	-	$	-		$	(21,338	)	$	(11,357	)	$	272,953
Ian Grieves	$	-	$	-	$	-		$	-		$	-		$	-
Antoine Nobili	$	-	$	-	$	-		$	-		$	-		$	-

(1)	Equity contributions are deferred in the year granted and include non-vested shares. The election to defer equity awards occurs prior to the year such awards are granted, regardless of the vesting terms of the award.
(2)	Equity contributions for Messrs. Longe and Kuta include shares granted upon achievement of performance conditions. Performance share units (PSUs) granted in 2018 were deferred. Upon achievement of specified performance targets over the three-year period from 2018 through 2020, the Company determined that the maximum performance conditions were fully satisfied, and as a result, 20,000 PSUs were awarded to Mr. Longe and 8,000 PSUs awarded to Mr. Kuta vested. Participants deferred the target number of awards in the year granted, which represented 10,000 for Mr. Longe and 4,000 for Mr. Kuta. These shares were reported as compensation in the Summary Compensation Table in the year granted.
(3)	Earnings on deferral of Company shares represent the change in the Company stock price from contribution dates to the end of the year. Earnings on bonus or annual salary contributions represent the change in value of the investments selected by the participant.
(4)	Distributions shown represent the value of shares withheld to cover the taxes owed upon the vesting of restricted stock awards previously deferred into the plan.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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POTENTIAL PAYMENTS UPON TERMINATION

The table below sets forth the potential payments to our named executive officers under various termination scenarios including termination without cause, termination as a result of death or disability and termination as a result of retirement, under the terms of their respective employment or other agreements and the equity incentive plans. See “Employment Agreements” above for a summary of the terms of applicable employment agreements or arrangements with our named executive officers. Under the award agreements governing equity grants under our equity incentive plans, if the named executive officer’s employment is terminated for any reason other than (i) death, (ii) disability, or (iii) termination without cause (as defined in the ~~difference between~~executive’s employment agreement), the ~~Fair Market Value~~named executive officer shall, for no consideration, forfeit to us any shares of ~~a share~~restricted stock to the extent such shares are not vested at the time of such termination of employment. If the named executive officer’s employment terminates due to death or disability, or is terminated without cause, any unvested shares of restricted stock or restricted stock units will immediately vest on the date of ~~exercise and~~ the ~~grant price, and (ii) the number~~executive’s termination of ~~shares~~employment for ~~which the SAR is exercised. At the discretion~~such reason.

For purposes of the Committee, payment to the holder of a SAR may be in cash, Shares of Common Stock or a combination thereof. To the extent that a SAR is settled in cash, the shares available for issuance under the 2016 Plan shall not be diminished as a result of the settlement.

~~SARs granted under the 2016 Plan expire as determined by the Committee, but in no event later than ten (10) years from~~this table, we have assumed the date of ~~grant. No SAR may be exercised by~~termination of employment (regardless of the circumstances) is December 31, 2021, and that termination occurred under the terms of any ~~person after its expiration. Each SAR Award Agreement shall set forth~~current employment or change in control agreement. The price of our common stock on December 31, 2021 was $39.61. We have not included the financial effect of a termination for cause as the named executive officers are not entitled to any further compensation or benefits following such a termination. Furthermore, the amounts shown in the tables below do not include payments to the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries

~~Share Limit for Stock Options and SARs.~~ In order that such Awards may qualify as performance-based compensation under Section 162 (m) of the Code, no Participant may be granted Options and SARs to purchase more than 425,000 Shares in any 36-month period. If the Optionsthey are ~~Incentive Stock Options, the maximum aggregate number of options that may be granted with respect thereto in any 12-month to any one Participant shall be 150,000 options.~~

~~Terms and Conditions of Restricted Stock and Restricted Stock Unit Grants.~~ Each Restricted Stock and RSU grant shall be evidenced by an agreement that shall specify the Period of Restriction, number of shares of Restricted Stock or number of RSUs granted, and such other terms and conditions as the Committee shall determine.

Except as otherwise set forth in the Award Agreement, Participants holding Shares of Restricted Stock (i) may exercise full voting rights with respect to those Shares during the period of Restriction and (ii) shall receive all regular cash dividends paid with respect to such Shares during the period of Restriction; all other distributions paid with respect to such Shares during the Period of Restriction shall be credited to the Participants and subject to the same restrictions on transferability and forfeitability as the Restricted Stock. Except as otherwise set forth in the Award Agreement, a Participant shall have no voting rights with respect to grants of RSUs.

The Committee shall have the discretion to determine (i) the number of Shares subject to a Restricted Stock Award or Restricted Stock Unit granted to any Participant and (ii) the conditions for vesting that must be satisfied, provided ~~that there shall be a minimum vesting period of three years, which period may, at the discretion of the Committee, lapse~~ on a ~~pro-rated, graded, or cliff~~non-discriminatory basis ~~except that the Committee has the discretion~~ to provide for a shorter vesting period (not less than one year) for up to 20% of the shares available for Full-Value Awards under the 2016 Plan. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain unvested Restricted Stock and Restricted Stock Units following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries.

~~Performance Share Grants.~~ Each Performance Share grant shall be evidenced by an agreement that shall specify the applicable Performance Period(s), Performance Measure(s), number of Performance Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. The Committee shall have complete discretion to determine (i) the number of Shares of Common Stock subject to a Performance Share Award and (ii) the conditions that must be satisfied for grant or for vesting, provided that, except as specified in an Award Agreementsalaried employees generally upon termination of employment, orincluding accrued salary and vacation pay. Payment of salary continuation upon termination will be made in monthly payments while any salary owed upon termination will be paid in a ~~Change in Control or Subsidiary Disposition, there shall be a minimum vesting period~~single lump sum. Payment of ~~one year.~~

~~Except with respect to certain permitted adjustments~~these amounts after termination without cause is generally conditioned upon ~~a change in capitalization,~~ the ~~initial value~~former executive’s execution of a ~~Performance Share shall equal~~release and waivers and continued compliance with non-competition, non-solicitation, and confidentiality obligations. We may make changes to the ~~Fair Market Value~~current employment and termination arrangements with our executive officers or enter into new arrangements from time to time.

	Kevin T. Longe
Executive Benefits and Payments upon Termination of Employment	Involuntary Termination without Cause		⁽¹⁾	Death, Disability, Retirement
COMPENSATION:
Base Salary	$	900,000	⁽²⁾	$	-
Incentive Bonus	$	469,688	⁽³⁾	$	432,000	⁽⁴⁾
Acceleration of vesting of equity awards⁽⁶⁾	$	4,819,033		$	4,819,033	⁽⁵⁾
TOTAL	$	6,188,721		$	5,251,033

	Michael Kuta
Executive Benefits and Payments upon Termination of Employment	Involuntary Termination without Cause		⁽¹⁾	Death, Disability, Retirement
COMPENSATION:
Base Salary	$	555,000	⁽⁷⁾	$	-
Incentive Bonus	$	-		$	-
Acceleration of vesting of equity awards⁽⁶⁾	$	1,615,098		$	1,615,098	⁽⁵⁾
TOTAL	$	2,170,098		$	1,615,098

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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	Michelle Shepston
Executive Benefits and Payments upon Termination of Employment	Involuntary Termination without Cause		⁽¹⁾	Death, Disability, Retirement
COMPENSATION:
Base Salary	$	330,000	⁽⁸⁾	$	-
Incentive Bonus	$	-		$	-
Acceleration of vesting of equity awards⁽⁶⁾	$	500,036		$	500,036	⁽⁵⁾
TOTAL	$	830,036		$	500,036

	Ian Grieves
Executive Benefits and Payments upon Termination of Employment	Involuntary Termination without Cause		⁽¹⁾	Death, Disability, Retirement
COMPENSATION:
Base Salary	$	175,000	⁽⁹⁾	$	87,500	⁽¹⁰⁾
Incentive Bonus	$	38,441	⁽⁹⁾	$	52,500	⁽¹⁰⁾
Acceleration of vesting of equity awards⁽⁶⁾	$	991,676		$	991,676	⁽⁵⁾
TOTAL	$	1,205,117		$	1,131,676

	Antoine Nobili
Executive Benefits and Payments upon Termination of Employment	Involuntary Termination without Cause		⁽¹⁾	Death, Disability, Retirement
COMPENSATION:
Base Salary	$	469,789	⁽¹¹⁾	$	109,411	⁽¹²⁾
Incentive Bonus	$			$	28,768	⁽¹²⁾
Acceleration of vesting of equity awards⁽⁶⁾	$	122,553		$	122,553	⁽⁵⁾
TOTAL	$	592,342		$	260,732

(1)	Includes involuntary termination without cause resulting from a change in control. In the case of Mr. Kuta, salary is only paid if the involuntary termination without cause relates to a change of control of the Company.
(2)	The only compensation payable to U.S.-based named executive officers in the event of death, disability or retirement, is the accelerated vesting of restricted stock awards and, for Mr. Longe, a pro-rated bonus for the portion of the fiscal year prior to his death, disability or retirement.
(2)	Equals 18 months of base salary of $600,000 for Mr. Longe.
(3)	Equals 150% of the average of Mr. Longe’s 2019, 2020 and 2021 bonus.
(4)	Equals 2021 bonus.
(5)	In the event of death, disability or retirement, named executive officers or their survivors would be entitled to the accelerated vesting of restricted stock/RSU awards and PSUs. For purposes of this calculation, performance-based awards are assumed to achieve target performance.
(6)	The value of the restricted stock is based on the closing market price of our common stock on December 31, 2021 of $39.61 per share.
(7)	Equals 18 months of base salary of $370,000 for Mr. Kuta.
(8)	Equals 12 months of base salary of $330,000 for Ms. Shepston. If Ms. Shepston is terminated without cause for other than a change in control event, she would be entitled to a lump sum payment of $165,000, or six months of her base salary.
(9)	In case of termination, Mr. Grieves is entitled to a notice period of six months, during which he would receive salary and pro-rated bonus. The amounts are based on Mr. Grieves’ base pay guaranteed to be equivalent to at least $350,000 and his 2021 bonus of $76,811. Under German labor laws and depending on the facts and circumstances around the termination, Mr. Grieves may be entitled to more severance that cannot be calculated at this time.
(10)	In case of death, Mr. Grieves’ survivors would be entitled to three months of salary and bonus. The amounts are based on Mr. Grieves’ base pay guaranteed to be equivalent to at least $350,000 and target bonus of $210,000 calculated using that base pay.
(11)	In accordance with French labor laws, Mr. Nobili is entitled to 20 months of his last monthly salary plus an additional €3,500 per year of employment. Mr. Nobili’s payouts would be paid in Euros and was converted to U.S. dollars using an exchange rate of 1.1828.
(12)	At voluntary retirement, Mr. Nobili will receive retirement based on his seniority within the company calculated in accordance with French labor laws. Currently, Mr. Nobili would be entitled to payouts equal to six months of the average of his last 12 months of salary and bonus. Mr. Nobili’s payouts would be paid in Euros and was converted to U.S. dollars using an exchange rate of 1.1828.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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DIRECTOR COMPENSATION

Non-employee Director	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		All Other Compensation⁽³⁾		Total
David C. Aldous	$	105,000	$	109,995	$	-	$	214,995
Andrea E. Bertone	$	69,500	$	109,995	$	-	$	179,495
Yvon Pierre Cariou⁽⁴⁾	$	37,000	$	-	$	-	$	37,000
Robert A. Cohen	$	77,500	$	109,995	$	-	$	187,495
Ruth I. Dreessen	$	65,000	$	109,995	$	-	$	174,995
Richard P. Graff	$	85,000	$	109,995	$	-	$	194,995
Michael A. Kelly	$	65,000	$	109,995	$	-	$	174,995
Clifton Peter Rose	$	74,000	$	109,995	$	-	$	183,995

(1)	Amounts shown reflect annual fees for each member of the Board related to Board service and serving as the chair of the Board or chair of a Board committee. All fees are paid quarterly.
(2)	Amounts shown in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of shares granted to each director. See Note 6 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 regarding assumptions underlying valuation of equity awards. 1,888 shares were granted on May 12, 2021 to each non-employee director then in office, all of which remain outstanding and unvested as of December 31, 2021.
(3)	Perquisites and personal benefits were excluded for all of the non-employee directors to the extent that the total value of all perquisites and personal benefits for the director was less than $10,000.
(4)	On May 12, 2021, Mr. Cariou retired from the Board.

COMPENSATION FOR NON-EMPLOYEE DIRECTORS

Our director compensation program is designed to include annual retainer fees paid in a combination of cash and restricted stock and additional cash retainer amounts paid for Board and committee leadership positions. In 2021, each of our non-employee directors received an annual cash retainer of $65,000. Each non-employee director was also granted on the date of the Company’s 2021 annual stockholder meeting a ~~Share~~restricted stock award with a value equivalent to $110,000 (based on the closing price of DMC’s stock on the trading day prior to the annual stockholder meeting), with such awards to vest in full on the one-year anniversary of the grant date. ~~Except~~Directors received additional annual cash retainers as ~~otherwise set forth~~follows: $40,000 to the Chairman of the Board; $20,000 to the Audit Committee chairman; $12,000 to the Compensation Committee chairman; and $9,000 to the chairman of each of the other Board committees.

The annual cash retainers are paid quarterly. If two meetings are missed by a director, the retainer will be reduced by 25% and reduced further on a pro rata basis for each additional meeting missed. The members of the Board are also eligible for reimbursement of their expenses incurred in connection with attendance at Board meetings. New directors typically receive a restricted stock award with a value equivalent to $60,000 as of their date of appointment to the ~~Award Agreement, payment~~Board, with such award to vest in full on the one-year anniversary of the grant date.

Directors are eligible to defer any or all of their annual cash retainers and equity awards through the DMC Global Inc. Deferred Compensation Plan on a tax-deferred basis. During 2021, Mr. Graff and Ms. Bertone elected to defer all of their annual equity awards. Deferrals into the plan are not matched or subsidized by the Company, nor are they eligible for above-market or preferential earnings.

STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS

Under our stock ownership guidelines, within five years of ~~may be in may be in cash, Shares of Common Stock or a combination thereof, on a settlement date not earlier than~~election to the ~~last day~~Board, our non-employee directors are expected to hold stock worth at least five times the amount of the ~~Performance Period. The Award Agreement shall specify the extent to which a Participant shall have the right to receive a payout with respect to a grant~~annual cash Board retainer fee. All of ~~Performance Shares following the Participant’s termination of employment or service~~our non-employee directors are in compliance with the ~~Company.~~stock ownership guidelines or fall within the exception period.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

~~Share Limit for Restricted Stock, Restricted Stock Units, Performance Shares~~

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CEO PAY RATIO FOR FISCAL YEAR FOR 2021

Under the Dodd-Frank Wall Street Reform and ~~Other Stock-Based Awards.~~ ~~In order that such Awards may qualify as performance-based~~Consumer Protection Act, we are required to disclose the annual total compensation ~~under Section 162(m)~~ of the ~~Code, no Participant shall~~individual identified as our median paid employee, the annual total compensation of our CEO, Mr. Longe, and the ratio of these two amounts. In 2021, the annual total compensation for the median identified employee was $67,839; the annual total compensation for our CEO was $3,844,266; and the resulting ratio between the two was approximately 1 to 57.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be ~~granted Restricted Stock, RSUs, Performance Shares, or Other Stock-Based Awards covering,~~comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

In determining the employee population to be used to identify the median employee, we included all of our full-time, part-time, and temporary employees globally (excluding our CEO) who were employed as of December 31, 2021, consisting of 1,660 employees, of which 1,460 were U.S. employees and 254 were non-U.S. employees. We excluded from this employee population 945 employees of Arcadia pursuant to the exception for acquisitions that close during the fiscal year that is provided in the ~~aggregate, more~~applicable SEC rule. In addition, we excluded seven employees (three employees in Korea, two employees in China, one employee in Singapore and one employee in Ireland) who represented less than ~~425,000 Shares~~5% of our total employees, pursuant to the “de minimis” exception provided in ~~any 36-month period.~~

~~Performance Units.~~ ~~Performance Units are similar to Performance Shares, except that they are cash-based and may be settled in Shares, cash or a combination of~~ the ~~two. The Shares available for issuance under the 2016 Plan shall not be diminished as~~applicable SEC rule. As a result, of the ~~settlement of a Performance Unit in cash. Each Performance Unit grant shall be evidenced by an Award Agreement~~employee population that ~~shall specify such terms and conditions as shall be determined at the discretion of the Committee, provided that there shall be a minimum vesting period of one year.~~

~~Limit for Performance Units.~~ In order that such Awards may qualify as performance-based compensation under Section 162(m) of the Code, no Participant shall be granted a Performance Unit Award providing for a payment value of more than $5,000,000 in any one fiscal year.

~~Other Stock-Based Awards.~~ The Committee has the right to grant other stock-based Awards that may include, without limitation, grants of Shares based on attainment of performance goals, payment of Shares as a bonus in lieu of cash based on performance goals, and the payment of shares in lieu of cash under other Company incentive or bonus programs. The Committee shall have the discretion to determine the vesting of any such Award, provided that, except as specified in an Award Agreement upon a termination of employment or a Change in Control or Subsidiary Disposition, there shall be a minimum vesting period of three years, except that the Committee has the discretion to provide for a shorter vesting period (not less than one year) for up to 20% of the shares available for Full-Value Awards under the 2016 Plan, and provided further that an Award with a payment of Shares in lieu of cash under other Company incentive or bonus programs shall not be subject to a minimum vesting period.

~~Cash-Based Awards.~~ Each Cash-Based Award grant shall be evidenced by an agreement that shall specify the applicable Performance Period(s), Performance Measure(s), and such other terms and conditions as the Committee, in its sole discretion, shall determine.

~~Performance-Based Awards.~~ ~~The Committee may grant Awards which are intended to qualify as “performance-based compensation”~~we used for purposes of ~~deductibility under Section 162(m)~~determining the compensation of our median employee consisted of 708 employees, of which 461 were U.S. employees and 247 were non-U.S. employees.

We used a consistently applied compensation measure to identify our median employee, which consisted of total cash compensation (including wages and cash bonuses) paid to each employee (other than the ~~Code. For any such Award,~~CEO) during 2021.

Earnings of our employees outside the ~~Committee will establish~~U.S. were converted to U.S. dollars using the ~~performance objectives to be~~same yearly average exchange rate used ~~within 90 days after the commencement~~in preparing our December 31, 2021 consolidated financial statements.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of the Performance Period, or, if less, 25% of the Performance Period applicable to such Award. The performance objectives to be used shall be selected from the following list of measures (collectively, the “Performance Measures”): total stockholder return, stock price, net customer sales, volume, gross profit, gross margin, operating profit, operating margin, management profit, earnings from continuing operations before income taxes, earnings from continuing operations, earnings per share from continuing operations, net operating profit after tax, net earnings, net earnings per share, return on assets, return on investment, return on equity, return on invested capital, cost of capital, average capital employed, cash value added, economic value added, cash flow, cash flow from operations, working capital, working capital as a percentage of net customer sales, asset growth, asset turnover, market share, EBITDA, adjusted EBITDA, customer satisfaction, and employee satisfaction. The targeted level or levels of performanceDecember 31, 2021 with respect to the Performance Measures may be established at such levels and on such terms as the Committee may determine, in its discretion, on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries, business segments or functions, and in either absolute terms or relative to the performanceshares of one or more comparable companies or an index covering multiple companies. Unless otherwise determined by the Committee, measurement of performance goals with respect to the Performance Measures above shall exclude the impact of charges for restructurings, discontinued operations, extraordinary items and other unusual or non-recurring items, as well as the cumulative effects of tax or accounting changes, each as determined in accordance with generally accepted accounting principles or identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other filings the SEC. Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be based on these or such other performance measures as the Committee may determine.

~~Non-Transferability of Awards.~~ An Award granted under the 2016 Plan which is an Incentive Stock Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution an may be exercised, during the lifetime of the recipient, only by the recipient. Other Awards will be transferable to the extent provided in the Award, except that no Award may be transferred for consideration.

~~Adjustments Upon Changes in Capitalization.~~ ~~In the event of any non-reciprocal transaction between the Company and the stockholders of the Company that causes the per share value of shares underlying an Award to change, such as a~~our common stock dividend, stock split, spin off, rights offering, or recapitalization through a large, nonrecurring cash dividend, and in the event of any other change in corporate capitalization, such as a merger, consolidation, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the Board, in its sole discretion, may cause there to be made an equitable adjustment to the number and kind of shares that may be issued under the 2016 Plan, or to any individual under the 2016 Plan, and to the number and kind of shares or other property subject to and the exercise price (if applicable) of any then outstanding Awards, and such adjustment shall be conclusive and binding for all purposes of the 2016 Plan.our equity compensation plans.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)(c)
Equity compensation plans approved by security holders		225,744	⁽¹⁾	$	-		2,573,682	⁽²⁾
Equity compensation plans not approved by security holders		-		$	-		N/A
TOTAL		225,744		$	-		2,573,682

(1)

Includes 53,304 RSUs and 172,420 PSUs, which assumes maximum performance metrics are achieved.

(2)

Includes 194,230 shares issuable with respect to outstanding rights under our Employee Stock Purchase Plan and 2,379,452 shares available for issuance under our 2016 Omnibus Incentive Plan, both as of December 31, 2021. As of the date of this proxy statement, there are 357,642 securities to be issued upon vesting of outstanding RSUs and PSUs and 2,198,027 shares available for issuance under our 2016 Omnibus Incentive Plan, excluding securities to be issued upon vesting of outstanding RSUs and PSUs.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

~~Change in Control.~~ Except as provided in an Award Agreement, in the event of a Change in Control, if the successor corporation does not assume, convert, or replace outstanding options or SARs, those options or SARs shall become immediately exercisable, provided that the Committee may, in its sole discretion, provide that such options and SARs are cashed out in connection with such Change in Control. Except as provided in an Award Agreement, any period of restriction or other restriction imposed on Restricted Stock, Restricted Stock Units, and other Stock-based Awards shall lapse unless such awards are assumed, converted, or replaced in connection with a Change in Control. Notwithstanding the foregoing, if any options, SARs, Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards are assumed, converted, or replaced in connection with a Change in Control, such awards shall vest or become exercisable, as appropriate, upon a participant’s termination of employment without Cause during the 24 month period following such Change in Control. Except as provided in an Award Agreement, any Performance Shares, Performance Units, and other performance-based awards shall vest on a pro rata monthly basis based on the performance level attained on the date of the Change in Control, if determinable, or target level, if not determinable.

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~~Amendment, Suspensions and Termination of the 2016 Plan.~~ The Company’s Board of Directors may amend, suspend or terminate the 2016 Plan at any time; provided, however, that stockholder approval is required for any amendment to the extent necessary to comply with the NASDAQ listing standards or applicable laws. In addition, no amendment, suspension or termination may adversely impact an Award previously granted without the written consent of the Participant to whom such Award was granted unless required by applicable laws.

~~Federal Tax Aspects~~

The following is intended only as a brief summary of the material U.S. federal income tax consequences associated with Awards granted under the 2016 Plan. The tax consequences to a participant will generally depend upon the type of award issued to the participant. In general, if a participant recognizes ordinary income in connection with the grant, vesting or exercise of an award, we will be entitled to a corresponding deduction equal to the amount of the income recognized by the participant, subject to the limitations of Section 162(m) of the Code, if applicable. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a Participants’ death, the effects of other federal taxes (including possible “golden parachute” excise taxes), or the provisions of the income tax laws of any municipally, state or foreign country in which the Participant may reside.

~~Incentive Stock Options.~~ For federal income tax purposes, the holder of an Incentive Stock option (“ISO”) does not recognize taxable income at the time of the grant or exercise of the ISO. If such person retains the common stock for a period of at least two years after the ISO is granted and one year after the ISO is exercised, any gain upon the subsequent sale of the common stock will be taxed as a long term capital gain. A participant who disposes of shares acquired by exercise of an ISO prior to the expiration of two years after the ISO is granted or before one year after the ISO is exercised will recognize ordinary income or loss equal to the difference between the exercise price and fair market value of the stock as of the date of exercise. Any additional gain or loss recognized upon any later disposition of the shares would be short or long term capital gain or loss depending on whether the shares had been held by the participant for more than one year. If the stock resulting from the exercise of an ISO is not sold during the same calendar year in which the ISO was exercised, the difference between the option exercise price and the fair market value of the shares on the exercise date of an ISO is included as an adjustment in computing the holder’s alternative minimum taxable income and may be subject to an alternative minimum tax, which is paid if such tax exceeds the participant’s regular income tax for the year.

~~Nonqualified Stock Options and Stock Appreciation Rights.~~ In general, a participant who receives a Nonqualified Stock Option (“NSO”) or SAR generally will not recognize taxable income on the grant of such option or SAR but will recognize ordinary income at the time of exercise of the stock option or SAR equal to the difference between the option or SAR exercise price and the fair market value of the stock on the date of exercise. Any taxable income recognized in connection with the exercise of an

NSO by an Employee is subject to tax withholding by the Company. Any additional gain or loss recognized upon any later disposition of the shares would be short or long term capital gain or loss depending on whether the shares had been held by the participant for more than one year.

~~Performance Shares, Performance Units, and Other Stock-Based Awards~~. If an award is subject to a restriction on transferability and a substantial risk of forfeiture, the participant generally must recognize ordinary income equal to the fair market value of the transferred shares or amounts at the earliest time either the transferability restriction or risk of forfeiture lapses. If an award has no restriction on transferability or is not subject to a substantial risk of forfeiture, the participant generally must recognize ordinary income equal to the cash or the fair market value of shares received. We can ordinarily claim a tax deduction in an amount equal to the ordinary income recognized by the participant, except as discussed below regarding Section 162(m) of the Code.

~~Tax Effect for the Company.~~ The Company generally will be entitled to a tax deduction in connection with an Award under the 2016 Plan in an amount equal to the ordinary income realized by a Participant and at the time the Participant recognizes such income (for example, the exercise of an NSO or the vesting of restricted stock), except to the extent such deduction is limited by applicable provisions of the Code.

~~Code Section 409A.~~ Section 409A of the Internal Revenue Code governs the federal income taxation of certain types of nonqualified deferred compensation arrangements. A violation of section 409A generally results in an acceleration of the recognition of income of amounts intended to be deferred and the imposition of a federal excise tax of 20% on the recipient of the award who is our employee over and above the income tax owed plus possible penalties and interest. The types of arrangements covered by section 409A are broad and may apply to certain awards available under the 2016 Plan. As required by section 409A, certain nonqualified deferred compensation payments to specified employees may be delayed to the seventh month after such employee’s separation from service. Awards issued under the 2016 Plan are intended to be exempt from or comply with the requirements of Section 409A of the Code.

~~Section 162(m)~~. Section 162(m) generally provides that compensation paid to a “covered employee” in excess of $1 million is not deductible by the corporation for federal income tax purposes. A covered employee generally includes the chief executive officer of the company at the end of the taxable year and an individual serving as an officer of the company or a subsidiary at the end of such year who is among the three highest compensated officers (other than the chief executive officer and the chief financial officer) for proxy statement reporting purposes. Compensation that qualifies as “performance-based” compensation for purposes of Section 162(m) is excluded from the $1 million deduction limitation. The rules and regulations promulgated under Section 162(m) are complex, technical, and change from time to time, sometimes with retroactive effect. In addition, a number of requirements must be met in order for particular compensation to qualify as “performance-based” compensation for purposes of Section 162(m). the 2016 Plan has been designed to permit the Committee to grant Awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m) of the Code, thereby permitting the Company to receive federal income tax deduction in connection with such Awards even to the extent that they exceed $1,000,000; however, we cannot assure you that any performance-based compensation awarded or paid under the 2016 Plan will be deductible by the Company under all circumstances.

~~REQUISITE VOTE~~

Approval of the amendment to the Company’s 2016 Omnibus Incentive Plan requires the affirmative vote of a majority of votes cast with respect to this Proposal 2. Broker non-votes and abstentions have no legal effect on this proposal .

~~THE BOARD RECOMMENDS~~

~~A VOTE “FOR” APPROVAL OF PROPOSAL 2.~~

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL~~

~~OWNERS AND MANAGEMENT~~

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of ~~September 14, 2016, including, shares subject to stock options exercisable within 60 days of that date,~~March 17, 2022 by: (i) each of our directors; (ii) each of our executive officers; and (iii) all of our directors and executive officers as a group.

Beneficial Ownership(1)
Name and Address of Beneficial Owner(2)
Number
of Shares(3)
Percent
of Total

Directors:
David C. Aldous 18,320
*
Yvon Pierre Cariou 239,121
1.7 %
Robert A. Cohen 23,195
*
James J. Ferris 20,943
*
Richard P. Graff 17,795
*
Kevin T. Longe 71,000
*
Gerard Munera 25,795
*

Executive Officers:
Ian Grieves 25,334
*
Michael Kuta 21,498
*
Michelle H. Shepston —
*

All directors and executive officers as a group (10 persons) 463,001
3.2 %

* Less than 1%

	Beneficial Ownership⁽¹⁾
Name and Address of Beneficial Owner⁽²⁾	Common Stock	Restricted Stock Units	Deferred Stock	Total Shares Beneficially Owned⁽³⁾	Percent of Total
DIRECTORS:
David C. Aldous	32,219	-	-	32,219	*
Andrea E. Bertone	-	-	7,195	-	*
Robert A. Cohen	15,189	-	20,659	15,189	*
Ruth I. Dreessen	3,636	-	-	3,636	*
Richard P. Graff	14,795	-	22,547	14,795	*
Michael A. Kelly	3,943	-	-	3,943	*
Kevin T. Longe⁽⁴⁾	81,827	-	57,937	81,827	*
Clifton Peter Rose	17,278	-	-	17,278	*
EXECUTIVE OFFICERS:
Michael Kuta⁽⁵⁾	29,613	-	25,205	29,613	*
Michelle Shepston⁽⁶⁾	32,385	-	6,647	32,385	*
James Schladen⁽⁷⁾	571,761			571,761	2.9%
Ian Grieves⁽⁸⁾	57,549	14,187	-	57,549	*
Antione Nobili⁽⁹⁾	11,667	3,535	-	11,667	*
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (13 PERSONS)⁽¹⁰⁾	871,862	17,722	140,190	871,862	4.5%

Less than 1%.

(1)

This table is based upon information supplied by officers and directors as well as filings made pursuant to Section 16(a) of the Exchange Act with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on ~~14,489,094~~19,504,055 shares of common stock outstanding on ~~September 14, 2016,~~March 17, 2022, adjusted as required by rules promulgated by the SEC.


(2)	Unless otherwise indicated, the address of each beneficial owner is c/o ~~Dynamic Materials Corporation, 5405 Spine Road, Boulder,~~DMC Global Inc. 11800 Ridge Parkway, Suite 300, Broomfield, Colorado ~~80301.~~80021.
(3)	Represents shares of the Company’s common stock held, or which the holder has the right to acquire within 60 days after March 18, 2021.
(4)	Excludes 78,151 performance share units (PSUs) from Common Stock column. Shares beneficially owned include 940 shares owned by Mr. Longe’s spouse.
(5)	Excludes 25,790 PSUs from Common Stock column.
(6)	Excludes 11,821 PSUs from Common Stock column. Shares beneficially owned include 100 shares owned by Ms. Shepston’s spouse.
(7)	Excludes 20,303 PSUs from Common Stock column. Includes 551,458 shares held in a trust for which the NEO is a trustee.
(8)	Excludes 13,677 PSUs from Common Stock column.
(9)	Excludes 2,584 PSUs from Common Stock column.
(10)	Excludes 152,326 PSUs from Common Stock column.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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~~(3)~~	This column does not include restricted stock subject to future vesting as follows: Aldous: 5,640; Cariou: 5,640; Cohen: 5,640; Ferris: 5,640; Graff: 5,640; Longe: 115,984; Munera: 5,640; Kuta: 41,349; Shepston: 10,000.

The following table sets forth certain information regarding the ownership of our common stock as of ~~September 14, 2016,~~March 17, 2022, by each person or group known by us to be the beneficial owner of more than 5% of our common stock.

Beneficial Ownership(1)
Name and Address of Beneficial Owner
Number
of Shares
Percent
of Total
Brown Capital Management, LLC (2)
1201 N. Calvert Street
Baltimore, MD 21202 2,363,071 16.3%
DePrince, Race & Zollo, Inc. (3)
250 Park Ave South, Suite 250
Winter Park, FL 32789 1,299,493 9.0%
Van Den Berg Management I, Inc. (4)
805 Las Cimas Parkway, Suite 430
Austin, TX 78746 928,604 6.4%
Rutabaga Capital Management (5)
64 Broad Street, 3rd Floor
Boston, MA 02109 888,582 6.1%

	Beneficial Ownership⁽¹⁾
Name and Address of Beneficial Owner	Number of Shares	Percent of Total
BlackRock Inc.⁽²⁾	3,001,644	15.4%
55 East 52nd Street
New York, NY 10055
Wasatch Advisors, Inc.⁽³⁾	2,603,429	13.4%
505 Wakara Way
Salt Lake City, UT 84108
Brown Capital Management, LLC⁽⁴⁾	2,263,505	11.6%
1201 N. Calvert Street
Baltimore, MD 21202
Earnest Partners, LLC⁽⁵⁾	1,572,719	8.1%
1180 Peachtree Street NE, Suite 2300
Atlanta, Georgia 30309
Vanguard Group Inc⁽⁶⁾	1,309,194	6.7%
100 Vanguard Blvd.
Malvern, PA 19355

(1)

~~(1)~~

This table is based upon information supplied by the principal stockholders on the Statement of Beneficial Ownership filed on Schedule 13G or 13G/A with the SEC. Unless otherwise indicated in the footnotes to this table, ~~and subject to community property laws where applicable,~~ we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on ~~14,489,094~~19,504,055 shares of common stock outstanding on ~~September 14, 2016.~~

	March 17, 2022.
(2)	Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on January 27, 2022 by BlackRock, Inc. In its capacity as parent holding company, BlackRock, Inc. has the sole power to vote or direct the vote for 2,979,369 shares, and the sole power to dispose or direct the disposition of 3,001,644 shares.
(3)	Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on February ~~16, 2016,~~10, 2022 by Wasatch Advisors Inc. In its capacity as an investment advisor, Wasatch Advisors has the sole power to vote or direct the vote for 2,603,429 shares, and the sole power to dispose or direct the disposition of 2,603,429 shares.
(4)	Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on February 14, 2022, by Brown Capital Management, ~~LLC, in~~LLC. In its capacity as an investment advisor for shares owned by its ~~clients.~~clients, Brown Capital Management has the sole power to vote or direct the vote for ~~1,234,226~~1,462,064 shares, and the sole power to dispose or direct the disposition of ~~2,363,071~~2,263,502 shares. Included in those shares are ~~904,051~~1,253,373 shares beneficially owned by The Brown Capital Management Small Company Fund, a registered investment company, which is managed by Brown Capital Management, ~~LLC, and which has the sole power to vote or direct the vote for such shares.~~

LLC.

~~(3)~~(5)

Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on February ~~16, 2016~~10, 2022 by ~~DePrince, Race & Zollo, Inc., in~~Earnest Partners, LLC. In its capacity as an investment advisor, ~~for shares owned by its clients. DePrince, Race & Zollo, Inc.~~Earnest Partners has the sole power to vote or direct the vote for ~~1,273,045~~1,013,232 shares, and the sole power to dispose or direct the disposition of ~~1,299,493~~1,572,719 shares.

~~(4)~~(6)

Based on the Statement of Beneficial Ownership filed on Schedule ~~13G~~13G/A on February ~~16, 2016,~~9, 20221 by ~~Van Den Berg Management I,~~The Vanguard Group Inc.~~, in~~ In its capacity as an investment advisor, ~~for shares owned by its clients. Van Den Berg Management I, Inc.~~The Vanguard Group has the sole power to vote or direct the vote for ~~928,604~~zero shares, and the sole power to dispose or direct the disposition of ~~928,604~~1,309,194 shares.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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DELINQUENT SECTION 16 REPORTS

Section 16(a) of the Exchange Act requires our directors and officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC an initial report of ownership and to report changes in ownership of our common stock and other equity securities. Officers, directors, and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied with and filed on time, except for one late Form 4 for Mr. Nobili reporting two transactions.

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. We intend to disclose any waivers of the Code of Ethics that would otherwise be required to be disclosed in a Current Report on Form 8-K or on our website. A copy of our Code of Ethics is available on our website, www.dmcglobal.com.

~~(5)~~DMC GLOBAL INC.• 2022 PROXY STATEMENT

Based on the Statement of Beneficial Ownership filed on Schedule 13G on February 11, 2016, by Rutabaga Capital Management, in its capacity as an investment advisor for the shares owned by its clients. Rutabaga Capital Management has the sole power to vote or direct the vote for 702,182 shares, and the sole power to dispose or direct the disposition of 888,582 shares. Rutabaga Capital Management has shared power to vote or direct the vote for 186,400 shares.52

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board recognizes that certain transactions, arrangements, and relationships between us, on the one hand, and members of the Board, certain officers and persons and entities affiliated with such persons, on the other hand, present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof), compared to transactions between us and unaffiliated third parties. Accordingly, the Board has adopted related party transaction policies and procedures for the purpose of establishing guidelines and procedures by which our Audit Committee and Corporate Governance and Nominating Committee shall review and oversee proposed related party transactions, as more fully described therein.

In accordance with our Code of Ethics, employees are directed to avoid conflicts of interest. Potential conflicts of interest must be brought to the attention of the Chief Legal Officer, or in the case of a potential conflict related to an executive officer or director, to the Chairman of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will refer any conflicts that would require disclosure under Rule 404 of SEC Regulation S-K to the Audit Committee, who is responsible for reviewing and approving any such transactions. All other potential conflicts will be subject to review by the Corporate Governance and Nominating Committee.

DMC believes the terms of the transactions described below are comparable to terms that would have been reached by unrelated parties in arm’s-length transactions. The Audit Committee has approved each of the transactions disclosed below.

On December 23, 2021, DMC acquired 60% of Arcadia Products, LLC, a Colorado limited liability company (“Arcadia”) resulting from the conversion of Arcadia, Inc., a California corporation, following a tax reorganization (the “Arcadia Acquisition”). The remaining 40% of Arcadia is owned by New Arcadia Holdings, Inc., which is indirectly owned by Gerard Munera, a director of Arcadia. On December 23, 2021, and in connection with the Arcadia Acquisition, Arcadia entered into eight new leases with Alpine Universal, Inc. (“Alpine”), of which Jim Schladen, President and a director of Arcadia, owns 13%, and Gerard Munera, a director and indirect owner of Arcadia, owns 51%. These leases support Arcadia’s manufacturing, warehouse and distribution centers. The table below sets forth the following information for each lease: (a) the lease location, (b) the expiration date of the current lease term, (c) the aggregate amount of lease payments due during fiscal 2021 through the end of the current term, and (d) the approximate dollar value of Mr. Schladen’s interest in the lease transactions.

Lease Location	Current Lease Term Expiration Date	Aggregate Amount of Lease Payments Due During Fiscal 2021 Through End of Current Term		Approximate Dollar Value of Mr. Schladen’s Interest in the Lease Transactions
Hayward, CA	December 22, 2024	$	1,127,560.32	$	146,582.84
Vernon, CA	December 22, 2026	$	4,870,601.28	$	633,178.17
Vernon, CA	December 22, 2026	$	3,949,997.04	$	513,499.62
Sacramento, CA	December 22, 2024	$	296,726.40	$	38,574.43
Stamford, CT	December 22, 2023	$	669,900.00	$	90,9872.00
Phoenix, AZ	December 22, 2026	$	1,573,627.92	$	204,571.63
Tucson, AZ	December 22, 2026	$	3,548,626.32	$	461,321.42
Las Vegas, NV	December 22, 2026	$	3,822,577.80	$	496,935.11

DMC GLOBAL INC.• 2022 PROXY STATEMENT

~~HOUSEHOLDING~~

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•Matthew Schladen, son of Jim Schladen, has been employed by DMC since December 27, 2021, and currently serves as Vice President of Corporate Finance for DMC. On December 23, 2021, Mr. Schladen received a retention bonus in connection with the Arcadia Acquisition The retention bonus was in the form a stock award consisting of 3,932 shares of DMC restricted stock with a grant date fair value of $154,842.16. Such shares will vest in equal installments over a three-year period. In addition, DMC paid Mr. Schladen a salary of $2,885 for his employment during fiscal 2021. Mr. Schladen continues to be employed by DMC, and, in fiscal 2022, he is expected to receive a base salary of $150,000. He is also eligible to participate in DMC’s incentive bonus program and other employee benefit plans on the same basis as other similarly situated employees.

•Michael Schladen, son of Jim Schladen, is an employee of Arcadia and currently services as GM of Southgate Custom. Mr. Schladen’s total compensation since the Arcadia Acquisition through the end of fiscal 2021 was less than $120,000; however, he continues to be employed by Arcadia, and, in fiscal 2022, he is expected to receive a base salary of $110,000. He is also eligible to participate in DMC’s incentive bonus program and Arcadia’s employee benefit plans on the same basis as other similarly situated employees.

•Morgan Briggs, stepson of Kevin Longe, is an employee of Arcadia and currently serves as Southeast Regional Sales Manager for Arcadia Custom. Mr. Briggs’ total compensation since the Arcadia Acquisition through the end of fiscal 2021 was less than $120,000; however, he continues to be employed by Arcadia, and, in fiscal 2022, he is expected to receive a base salary of $110,000. He is also eligible to participate in DMC’s incentive bonus program and Arcadia’s employee benefit plans on the same basis as other similarly situated employees.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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HOUSEHOLDING

As permitted by applicable law, we intend to deliver only one copy of certain of our documents, including the Notice of Internet Availability of Proxy Materials, proxy statements, annual reports and information statements to stockholders residing at the same address, unless such stockholders have notified us of their desire to receive multiple copies thereof. Any request for multiple copies or paper copies of proxy materials should be directed to ~~Dynamic Materials Corporation,~~DMC Global Inc., c/o Corporate Secretary, ~~5405 Spine Road, Boulder,~~11800 Ridge Parkway, Suite 300, Broomfield, Colorado ~~80301,~~80021, or by telephone at (303) 665-5700. Upon request, we will promptly deliver a separate copy. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their broker.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

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~~OTHER MATTERS~~

OTHER MATTERS

The Board knows of no other matters that will be presented for consideration at the ~~Special~~Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.




		By Order of ~~the Board of Directors,~~
		~~/s/ Michelle H. Shepston~~
		~~MICHELLE H. SHEPSTON~~ ~~Chief Legal Officer and Secretary~~
		~~September 23, 2016~~

~~PROXY PROXY~~

~~DYNAMIC MATERIALS CORPORATION~~

~~2016 Special Meeting of Dynamic Materials Corporation Stockholders~~

~~November 4, 2016, 8:30 a.m. local time~~

~~Dynamic Materials Corporation, 5405 Spine Road, Boulder, Colorado 80301~~

~~PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF~~

~~DYNAMIC MATERIALS CORPORATION~~

~~FOR THE SPECIAL MEETING OF STOCKHOLDERS—November 4, 2016~~

The undersigned hereby constitutes and appoints Kevin T. Longe and Michael Kuta, and each of them, the undersigned's true and lawful agents and proxies with full power of substitution in each, to represent the undersigned and vote all shares that the undersigned may be entitled to vote at the Special Meeting of Stockholders of Dynamic Materials Corporation to be held at the Company's Offices, 5405 Spine Road, Boulder, Colorado 80301, on November 4, 2016, at 8:30 a.m. local time, and at any postponements, continuations and adjournments thereof, on all matters as may properly come before said meeting.

~~You are encouraged to specify your choices by marking the appropriate boxes, but you need not mark any boxes if you wish to vote in accordance with~~ the Board of ~~Director's recommendations. The persons named herein as agents~~Directors,

MICHELLE H. SHEPSTON

Executive Vice President, Chief
Legal Officer and ~~proxies cannot vote your shares unless you sign and return this card.~~

~~PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.~~

~~(Continued and to be signed on reverse side.)~~

~~DYNAMIC MATERIALS CORPORATION~~

~~PLEASE MARK VOTE IN BOX IN THE FOLLOWING MANNER USING DARK INK ONLY. (X)~~




1.	~~To approve the amendment of the Company's Certificate of Incorporation to change the name of the Company from Dynamic Materials Corporation to DMC Global Inc. and make certain other changes.~~
	~~FOR [ ]~~	~~AGAINST [ ]~~	~~ABSTAIN [ ]~~

2.	~~To approve the 2016 Omnibus Incentive Plan.~~
	~~FOR [ ]~~	~~AGAINST [ ]~~	~~ABSTAIN [ ]~~

~~This proxy, when properly executed, will be voted in the manner directed herein by the undersigned.~~ ~~If no direction is made,~~Secretary

March 31, 2022

Accompanying this proxy ~~will be votedFORProposals 1~~statement is a copy of our Annual Report to Stockholders, which includes our Annual Report to the SEC on Form 10-K for the fiscal year ended December 31, 2021. Additional copies of the Annual Report and 2.

~~The Board of Directors recommends a vote "FOR"~~ the ~~listed proposals.~~

Form 10-K are available without charge upon written request to: Corporate Secretary, DMC Global Inc., 11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021.

DMC GLOBAL INC.• 2022 PROXY STATEMENT




		~~Dated:~~						~~, 2016~~

		~~Signature(s)~~

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APPENDIX A

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED

~~Please sign exactly as name(s) appears hereon. When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the signer is~~CERTIFICATE OF INCORPORATION OF DMC GLOBAL INC.

DMC Global Inc. (the “Corporation”), a corporation ~~please sign full corporate name by duly authorized officer. If a partnership, please sign in partnership name by authorized person.~~

~~Table of Contents~~

~~Appendix A~~

~~AMENDED AND RESTATED~~

~~CERTIFICATE OF INCORPORATION~~

~~DMC GLOBAL INC.~~

~~Pursuant to Section 245 of~~organized and existing under the General Corporation Law of the State of Delaware, ~~Dynamic Materials~~hereby certifies as follows:

1.	This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 4, 2016 (the “A&R Certificate of Incorporation”).

2.	Section A of Article IV of the A&R Certificate of Incorporation is hereby amended and restated in its entirety as follows:

This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Fifty-Four million (50,000,000) shares. Fifty million (54,000,000) shares shall be Common Stock, each having a par value of five cents ($.05). Four million (4,000,000) shares shall be Preferred Stock, each having a par value of five cents ($.05).

3.	The amendment set forth herein has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature page follows]

DMC GLOBAL INC.• 2022 PROXY STATEMENT

A-1

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IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate of Incorporation to be filed with the Secretary of State of the State of Delaware. The original name of the corporation was Boom, Inc. and it was incorporated on August 15, 1997 upon filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware. This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and the stockholders of the corporation.

~~The name of this corporation is DMC Global Inc.~~

~~II.~~

The address of the registered office of the corporation in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and the name of the registered agent of the corporation in the State of Delaware at such address is National Registered Agents, Inc.

~~III.~~

~~The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.~~

~~IV.~~

A. This corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares which the corporation is authorized to issue is twenty-nine million (29,000,000) shares. Twenty-five million (25,000,000) shares shall be Common Stock, each having a par value of five cents ($.05). Four million (4,000,000) shares shall be Preferred Stock, each having a par value of five cents ($.05).

B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a "Preferred Stock Designation") pursuant to the Delaware General Corporation Law, to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A. 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by the Board of Directors.

2. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under certain circumstances, each of the directors shall be elected at the annual meeting of stockholders for a term of 1 year. Notwithstanding the foregoing provisions of this Article, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3. Subject to the rights of the holders of any series of Preferred Stock, directors may be removed from the Board of directors with or without cause. Subject to any limitations imposed by law, the Board of Directors or any individual director may be removed from office at any time by the affirmative vote of the holders of a majority of voting power of all the then-outstanding shares of voting stock of the corporation, entitled to vote at an election of directors (the "Voting Stock").

4. Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships

resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified.

~~B. 1. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds percent (66~~²/3~~%) of the voting power of all of the then-outstanding shares of the Voting Stock. The Board of Directors shall also have the power to adopt, amend, or repeal Bylaws.~~

~~2. The directors of the corporation need not be elected by written ballot unless the Bylaws so provide.~~

3. No action shall be taken by the stockholders of the corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws and no action shall be taken by the stockholders by written consent.

4. Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption).

5. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the corporation shall be given in the manner provided in the Bylaws of the corporation.

~~VI.~~

A. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the Delaware General corporation Law, as so amended.

B. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

~~VII.~~

A. The corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent or another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the corporation.

B. Any repeal or modification of this Article VII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

~~VIII.~~

~~A. The corporation reserves the right to amend, alter, change or repeal any provision contained in~~executed this Certificate of ~~Incorporation, in the manner now or hereafter prescribed by statute, except~~Amendment as ~~provided in paragraph B.~~ of this ~~Article VIII, and all rights conferred upon the stockholders herein are granted subject to this reservation.~~

~~B. Notwithstanding any other provisions~~[_____] day of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the

~~Voting Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66~~²/3~~%) of the voting power of all of the then outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI, VII and VIII.~~

~~IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed as of November __, 2016~~

~~Dynamic Materials Corporation~~

~~By:_______________________~~

~~[name][title]~~

~~Appendix B~~

~~DMC GLOBAL INC. 2016 OMNIBUS INCENTIVE PLAN~~

~~(Approved by stockholders on ___________, 2016)~~

May, 2022.

	DMC Global Inc.


	By:
	Name: Michelle H. Shepston Title: EVP, Chief Legal Officer and Secretary

DMC GLOBAL INC.• 2022 PROXY STATEMENT

A-2

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1)	~~ESTABLISHMENT, OBJECTIVES AND DURATION.~~

a)~~Establishment of the Plan~~. DMC Global Inc. (formerly known as Dynamic Materials Corporation) (hereinafter referred to as the “Company”), hereby establishes an incentive compensation plan to be known as the “DMC Global Inc. 2016 Omnibus Incentive Plan” (hereinafter referred to as the “Plan”). The Plan permits the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Other Stock-Based Awards and Cash-Based Awards. The Plan is effective as of September 21, 2016 (the “Effective Date”), subject to the approval of the Plan by the stockholders of the Company. Definitions of capitalized terms used in the Plan are contained in the attached Glossary, which is an integral part of the Plan.

b)~~Objectives of the Plan~~. The objectives of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Participants and to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Participants who make or are expected to make significant contributions to the Company’s success and to allow Participants to share in the success of the Company.

c)~~Duration of the Plan~~. No Award may be granted under the Plan after the day immediately preceding the tenth (10th) anniversary of the Effective Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding.

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2)	~~ADMINISTRATION OF THE PLAN.~~

a)~~The Committee~~. The Plan shall be administered by the Compensation Committee of the Board or such other committee (the “Committee”) as the Board shall select consisting of two (2) or more members of the Board each of whom is intended to be a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) of the Exchange Act, an “outside director” under regulations promulgated under Section 162(m) of the Code, and an “independent director” under the Nasdaq Marketplace Rules. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board.

b)~~Authority of the Committee~~. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Committee hereunder), and except as otherwise provided by the Board, the Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to:

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i)	~~select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder;~~

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~~ii)~~

~~determine whether and to what extent Awards are granted hereunder;~~

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~~iii)~~

~~determine the size and types of Awards granted hereunder;~~


~~iv)~~	~~approve forms of Award Agreement for use under the Plan;~~


v)	~~determine the terms and conditions of any Award granted hereunder;~~


~~vi)~~	~~establish performance goals for any Performance Period and determine whether such goals were satisfied;~~

~~vii)~~

amend the terms of any outstanding Award granted under the Plan, provided that, except as otherwise provided in Section 19, no such amendment shall reduce the Exercise Price of outstanding Options or the grant price of outstanding SARs without the approval of the stockholders of the Company, and provided further, that any amendment that would adversely affect the Participant’s rights under an outstanding vested Award shall not be made without the Participant’s written consent;


~~viii)~~	~~construe and interpret the terms of the Plan and any Award Agreement entered into under the Plan, and to decide all questions of fact arising in its application; and~~


~~ix)~~	~~take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate.~~

As permitted by Applicable Laws, the Committee may delegate its authority as identified herein, including the power and authority to make Awards to Participants who are not “insiders” subject to Section 16(b) of the Exchange Act, pursuant to such conditions and limitations as the Committee may establish.

c)~~Effect of Committee’s Decision~~. All decisions, determinations and interpretations of the Committee shall be final, binding and conclusive on all persons, including the Company, its Subsidiaries, its stockholders, Employees, Directors, Consultants and their estates and beneficiaries.


3)	~~SHARES SUBJECT TO THE PLAN; EFFECT OF GRANTS; INDIVIDUAL LIMITS.~~

a)~~Number of Shares Available for Grants~~. Subject to adjustment as provided in Section 19 hereof, the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be 5,000,000; provided, however, that this maximum number of Shares will be reduced by that number of Shares reflecting awards under the Prior Plan that are outstanding as of the Effective Date. The Shares to be issued pursuant to the Awards may be authorized but unissued Shares or treasury Shares.

b)~~Individual Limits. Subject to adjustment as provided in Section 19 hereof, the following rules shall apply with respect to Awards, excluding Awards to Directors:~~

Options and SARs: The maximum number of Shares to which Options and SARs may be granted in any 36-month period to any one Participant shall be 425,000 Shares. If the Options are Incentive Stock Options, the maximum aggregate number of Shares that may be granted with respect thereto in any 12-month to any one Participant shall be 150,000 Shares and the total number of Incentive Stock Options that may be granted under this Plan shall not exceed the maximum number of Shares available for Awards under Section 3(a) above.


~~ii)~~	Restricted Stock, Restricted Stock Units, Performance Shares and Other Stock-Based Awards: The maximum aggregate number of Shares of Restricted Stock and Shares with respect to which Restricted Stock Units, Performance Shares and Other Stock-Based Awards may be granted in any 36-month period to any one Participant shall be 425,000 Shares.


~~iii)~~	Performance Units: The maximum aggregate compensation that can be paid pursuant to Performance Units awarded in any one fiscal year to any one Participant shall be $5,000,000 or a number of Shares having an aggregate Fair Market Value not in excess of such amount.


~~iv)~~	~~Cash-Based Awards. The maximum aggregate compensation that can be paid pursuant to a Cash-Based Award in any one fiscal year to any one Participant shall be $5,000,000.~~

c)~~Limits on Awards to Directors~~. Subject to adjustment as provided in Section 19 hereof, and notwithstanding the individual limits set forth in Section 3(b) above, no Director may be granted during any calendar year Awards having a value determined on the date of grant in excess of $500,000 (the “Director Award Limitation”). As clarification, Awards granted to Directors shall only be subject to the Director Award Limitation and not to the limitations described in Section 3(b) above.

d)~~Availability of Shares~~. To the extent that an Award under the Plan or an award under the Prior Plan is canceled, expired, forfeited, settled in cash, settled by issuance of fewer Shares than the number underlying the Award,

or otherwise terminated without delivery of shares to the Participant, the Shares retained or returned to the Company will again be counted for purposes of determining the maximum number of Shares available for award under the Plan under Section 3(a). For purposes of clarity, Shares that are tendered or withheld in payment of all or part of the Exercise Price of an Award or in satisfaction of tax withholding obligations, shall not be included in or added to the number of Shares available for issuance under the Plan.


4)	~~ELIGIBILITY AND PARTICIPATION.~~

a)~~Eligibility. Persons eligible to participate in the Plan include all Employees, Directors and Consultants.~~

b)~~Actual Participation~~. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award. The Committee may establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions and to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan.


5)	~~TYPES OF AWARDS.~~

a)~~Type of Awards~~. Awards under the Plan may be in the form of Options (both Nonqualified Stock Options and/or Incentive Stock Options), SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Other Stock-Based Awards and Cash-Based Awards.

b)~~Designation of Award. Each Award shall be designated in the Award Agreement.~~


6)	~~OPTIONS.~~

a)~~Grant of Options~~. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number and upon such terms, and at any time and from time to time, as shall be determined by the Committee. Notwithstanding the preceding sentence, Incentive Stock Options may be granted only to eligible Employees.

b)~~Award Agreement~~. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine including, but not limited to, the Option vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, and payment contingencies. The Award Agreement also shall specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. Options that are intended to be Incentive Stock Options shall be subject to the limitations set forth in Section 422 of the Code.

c)~~Exercise Price~~. Except for Options adjusted pursuant to Section 19 herein, and replacement Options granted in connection with a merger, acquisition, reorganization or similar transaction, the Exercise Price for each grant of an Option shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted.

However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the Exercise Price for each grant of an Option shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date the Option is granted.

~~ii)~~

In addition, the aggregate Fair Market Value, as of the date of grant, of the Shares with respect to which an Incentive Stock Option first becomes exercisable during any calendar year may not exceed $100,000. For purposes of this $100,000 limit, the Participant’s Incentive Stock Options under this Plan and all other plans maintained by the Company and its Subsidiaries shall be aggregated. To the extent any Incentive Stock Option would exceed this $100,000 limit, the Incentive Stock Option shall afterwards be treated as a Nonqualified Stock Option for all purposes.

d)~~Term of Options~~. The term of an Option granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten (10) years. However, in the case of an

Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.

e)~~Exercise of Options~~. Options granted under this Section 6 shall be exercisable at such times and be subject to such restrictions and conditions as set forth in the Award Agreement and as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant; provided, however, that except as otherwise provided in a Participant’s Award Agreement upon a termination of employment or pursuant to Section 20 in the event of a Change in Control or Subsidiary Disposition, no Option may be exercisable prior to one (1) year from the date of grant.

f)~~Payments~~. Options granted under this Section 6 shall be exercised by the delivery of a written notice to the Company, setting forth the number of Shares with respect to which the Option is to be exercised and specifying the method of the Exercise Price. The Exercise Price of an Option shall be payable to the Company: (i) in cash or its equivalent, (ii) by tendering (either actually or constructively by attestation) Shares having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price, (iii) in any other manner then permitted by the Committee, or (iv) by a combination of any of the permitted methods of payment. The Committee may limit any method of payment, other than that specified under (i), for administrative convenience, to comply with Applicable Laws or otherwise.

g)~~Restrictions on Share Transferability~~. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Section 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

h)~~Termination of Employment or Service~~. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options, and may reflect distinctions based on the reasons for termination of employment or service.


7)	~~STOCK APPRECIATION RIGHTS.~~

a)~~Grant of SARs~~. Subject to the terms and provisions of the Plan, SARs may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SAR.

b)~~Award Agreement~~.~~Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR, and such other provisions as the Committee shall determine.~~

c)~~Grant Price~~. The grant price of a Freestanding SAR shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of the SAR, and the grant price of a Tandem SAR shall equal the Exercise Price of the related Option; provided, however, that these limitations shall not apply to Awards that are adjusted pursuant to Section 19 herein.

d)~~Term of SARs~~.~~The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten (10) years.~~

e)~~Exercise of Tandem SARs~~.A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. To the extent exercisable, Tandem SARs may be exercised for all or part of the Shares subject to the related Option. The exercise of all or part of a Tandem SAR shall result in the forfeiture of the right to purchase a number of Shares under the related Option equal to the number of Shares with respect to which the SAR is exercised. Conversely, upon exercise of all or part of an Option with respect to which a Tandem SAR has been granted, an equivalent portion of the Tandem SAR shall similarly be forfeited.


i)	Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (A) the Tandem SAR shall expire no later than the expiration of the underlying ISO; (B) the value of the payout with respect to the Tandem SAR may be for no more

than one hundred percent (100%) of the difference between the Exercise Price of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (C) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Exercise Price of the ISO.

f)~~Exercise of Freestanding SARs~~.Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them and sets forth in the Award Agreement; provided, however, that except as otherwise provided in a Participant’s Award Agreement upon a termination of employment or pursuant to Section 20 in the event of a Change in Control or Subsidiary Disposition, no Freestanding SARs may be exercisable prior to one (1) year from the date of grant.

g)~~Payment of SAR Amount~~.~~Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:~~


i)	~~the difference between the Fair Market Value of a Share on the date of exercise over the grant price; by~~


~~ii)~~	~~the number of Shares with respect to which the SAR is exercised.~~

~~At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.~~

h)~~Termination of Employment or Service~~.Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all SARs, and may reflect distinctions based on the reasons for termination of employment or service.


8)	~~RESTRICTED STOCK.~~

a)~~Grant of Restricted Stock~~.Subject to the terms and provisions of the Plan, Restricted Stock may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

b)~~Award Agreement~~.Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.

c)~~Period of Restriction and Other Restrictions~~.Except as otherwise provided in a Participant’s Award Agreement (with respect to a termination of employment or otherwise) or pursuant to Section 20 in the event of a Change in Control or Subsidiary Disposition, an Award of Restricted Stock shall have a minimum Period of Restriction of three (3) years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement); provided, however, that in the Committee’s sole discretion, up to twenty percent (20%) of the Shares available for issuance as Full-Value Awards under the Plan may have a shorter Period of Restriction, but in no case less than one (1) year. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, a requirement that the issuance of Shares of Restricted Stock be delayed, restrictions based upon the achievement of specific performance goals, additional time-based restrictions, and/or restrictions under Applicable Laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock. The Company may retain in its custody any certificate evidencing the Shares of Restricted Stock and place thereon a legend and institute stop-transfer orders on such Shares, and the Participant shall be obligated to sign any stock power requested by the Company relating to the Shares to give effect to the forfeiture provisions of the Restricted Stock.

d)~~Removal of Restrictions~~. Subject to Applicable Laws, Restricted Stock shall become freely transferable by the Participant after the last day of the Period of Restriction applicable thereto. Once Restricted Stock is released from the restrictions, the Participant shall be entitled to receive a certificate evidencing the Shares. The Committee may

~~provide that settlement of Restricted Stock shall be deferred, on a mandatory basis or at the election of the Participant, in compliance with Applicable Laws, including Section 409A of the Code.~~

e)~~Voting Rights~~.Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by Applicable Laws, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares during the Period of Restriction.

f)~~Dividends and Other Distributions~~.Except as otherwise provided in a Participant’s Award Agreement, during the Period of Restriction, Participants holding Shares of Restricted Stock shall receive all regular cash Dividends paid with respect to all Shares while they are so held, and, except as otherwise determined by the Committee, all other distributions paid with respect to such Restricted Stock shall be credited to Participants subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid and paid at such time following full vesting as are paid the Shares of Restricted Stock with respect to which such distributions were made.

g)~~Termination of Employment or Service~~.Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain unvested Restricted Stock following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions based on the reasons for termination of employment or service.


9)	~~RESTRICTED STOCK UNITS.~~

a)~~Grant of Restricted Stock Units~~. Subject to the terms and provisions of the Plan, Restricted Stock Units may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

b)~~Award Agreement~~.Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the applicable Period of Restriction, the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.

c)~~Value of Restricted Stock Units~~. The initial value of a Restricted Stock Unit shall equal the Fair Market Value of a Share on the date of grant; provided, however, that this restriction shall not apply to Awards that are adjusted pursuant to Section 19 herein.

d)~~Period of Restriction~~. Except as otherwise provided in a Participant’s Award Agreement upon a termination of employment or pursuant to Section 20 in the event of a Change in Control or Subsidiary Disposition, an Award of Restricted Stock Units shall have a minimum Period of Restriction of three (3) years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis; provided, however, that in the Committee’s sole discretion, up to twenty percent (20%) of the Shares available for issuance as Full-Value Awards under the Plan may have a shorter Period of Restriction, but in no case less than one (1) year.

e)~~Form and Timing of Payment~~. Except as otherwise provided in Section 19 herein or a Participant’s Award Agreement, payment of Restricted Stock Units shall be made at a specified settlement date that shall not be earlier than the last day of the Period of Restriction. The Committee, in its sole discretion, may pay earned Restricted Stock Units by delivery of Shares or by payment in cash of an amount equal to the Fair Market Value of such Shares (or a combination thereof). The Committee may provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant, in compliance with Applicable Laws, including Section 409A of the Code.

f)~~Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.~~

g)~~Termination of Employment or Service~~. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting an Award of Restricted Stock Units following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Restricted Stock Units, and may reflect distinctions based on the reasons for termination of employment or service.


~~10)~~	~~PERFORMANCE SHARES.~~

a)~~Grant of Performance Shares~~. Subject to the terms and provisions of the Plan, Performance Shares may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

b)~~Award Agreement~~.Each grant of Performance Shares shall be evidenced by an Award Agreement that shall specify the applicable Performance Period(s) and Performance Measure(s), the number of Performance Shares granted, and such other provisions as the Committee shall determine; provided, however, that except as otherwise provided in a Participant’s Award Agreement upon a termination of employment or pursuant to Section 19 in the event of a Change in Control or Subsidiary Disposition, in no case shall a Performance Period be for a period of less than one (1) year.

c)~~Value of Performance Shares~~. The initial value of a Performance Share shall equal the Fair Market Value of a Share on the date of grant; provided, however, that this restriction shall not apply to Awards that are adjusted pursuant to Section 19 herein.

d)~~Form and Timing of Payment~~. Except as otherwise provided in Section 19 herein or a Participant’s Award Agreement, payment of Performance Shares shall be made at a specified settlement date that shall not be earlier than the last day of the Performance Period. The Committee, in its sole discretion, may pay earned Performance Shares by delivery of Shares or by payment in cash of an amount equal to the Fair Market Value of such Shares (or a combination thereof). The Committee may provide that settlement of Performance Shares shall be deferred, on a mandatory basis or at the election of the Participant, in compliance with Applicable Laws, including Section 409A of the Code.

e)~~Voting Rights. A Participant shall have no voting rights with respect to any Performance Shares granted hereunder.~~

f)~~Termination of Employment or Service~~. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting an Award of Performance Shares following termination of the Participant’s employment or, if the Participant is a Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Participants, and may reflect distinctions based on the reasons for termination of employment or service


~~11)~~	~~PERFORMANCE UNITS.~~

a)~~Grant of Performance Units~~. Subject to the terms and conditions of the Plan, Performance Units may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

b)~~Award Agreement~~. Each grant of Performance Units shall be evidenced by an Award Agreement that shall specify the number of Performance Units granted, the Performance Period(s) and Performance Measure(s), the performance goals and such other provisions as the Committee shall determine; provided, however, that except as otherwise provided in a Participant’s Award Agreement upon a termination of employment or pursuant to Section 20 in the event of a Change in Control or Subsidiary Disposition, in no case shall a Performance Period be for a period of less than one (1) year.

c)~~Value of Performance Units~~. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met, will determine the number and/or value of Performance Units that will be paid out to the Participants.

d)~~Form and Timing of Payment~~. Except as otherwise provided in Section 19 herein or a Participant’s Award Agreement, payment of earned Performance Units shall be made following the close of the applicable Performance Period. The Committee, in its sole discretion, may pay earned Performance Units in cash or in Shares that have an aggregate Fair Market Value equal to the value of the earned Performance Units (or a combination thereof). The Committee may provide that settlement of Performance Units shall be deferred, on a mandatory basis or at the election of the Participant, in compliance with Applicable Laws, including Section 409A of the Code.

e)~~Voting Rights. A Participant shall have no voting rights with respect to any Performance Units granted hereunder.~~

f)~~Termination of Employment or Service~~. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting an Award of Performance Units following termination of the Participant’s employment or, if the Participant is a Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Performance Units and may reflect distinctions based on reasons for termination of employment or service.


~~12)~~	~~OTHER STOCK-BASED AWARDS.~~

a)~~Grant~~. The Committee shall have the right to grant other Awards that may include, without limitation, the grant of Shares based on attainment of performance goals established by the Committee, the payment of Shares as a bonus or in lieu of cash based on attainment of performance goals established by the Committee, and the payment of Shares in lieu of cash under other Company incentive or bonus programs.

b)~~Period of Restriction~~. Except as otherwise provided in a Participant’s Award Agreement upon a termination of employment or pursuant to Section 20 in the event of a Change in Control or Subsidiary Disposition, Awards granted pursuant to this Section 12 shall have a minimum Period of Restriction of three (3) years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement); provided, however, that in the Committee’s sole discretion, up to twenty percent (20%) of the Shares available for issuance as Full-Value Awards under the Plan may have a shorter Period of Restriction, but in no case less than one (1) year. Notwithstanding the above, an Award of payment Shares in lieu of cash under other Company incentive or bonus programs shall not be subject to the minimum Period of Restriction limitations described above.

c)~~Payment of Other Stock-Based Awards~~. Subject to Section 12(b) hereof, payment under or settlement of any such Awards shall be made in such manner and at such times as the Committee may determine. The Committee may provide that settlement of Other Stock-Based Awards shall be deferred, on a mandatory basis or at the election of the Participant, in compliance with Applicable Laws, including Section 409A of the Code.

d)~~Termination of Employment or Service~~. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of employment or service.


~~13)~~	~~CASH-BASED AWARDS~~.

a)~~Grant of Cash-Based Awards~~. Subject to the terms and provisions of the Plan, Cash-Based Awards may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. All Cash-Based Awards are intended to qualify for the Performance-Based Exception.

b)~~Award Agreement~~.Each grant of a Cash-Based Award shall be evidenced by an Award Agreement that shall specify the terms and conditions, restrictions and contingencies, if any, as the Committee shall determine and as set forth in the Award Agreement. Restrictions and contingencies limiting the right to receive a cash payment pursuant to a Cash Award shall be based upon the achievement of single or multiple Performance Measures over a Performance Period established by the Committee.

c)~~Form and Timing of Payment~~. Except as otherwise provided in Section 19 herein or a Participant’s Award Agreement, payment of Cash-Based Awards shall be made in cash at a specified payment date that shall not be earlier than the last day of the Performance Period. The Committee may provide that the payment of Cash-Based Award s shall be deferred, on a mandatory basis or at the election of the Participant, in compliance with Applicable Laws, including Section 409A of the Code.

d)~~Termination of Employment or Service~~. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting a Cash-Based Award following termination of the Participant’s employment with the Company and its Subsidiaries. Such provisions shall be determined in the sole

~~discretion of the Committee, need not be uniform among all Participants, and may reflect distinctions based on the reasons for termination of employment.~~

~~14)~~

~~DIVIDEND EQUIVALENTS~~. At the discretion of the Committee, Awards granted pursuant to the Plan may provide Participants with the right to receive Dividend Equivalents, which may be paid currently or credited to an account for the Participants, and may be settled in cash and/or Shares, as determined by the Committee in its sole discretion and as set forth in the Award Agreement, subject in each case to such terms and conditions as the Committee shall establish.


~~15)~~	~~PERFORMANCE-BASED EXCEPTION.~~

a)The Committee may specify that the attainment of one or more of the Performance Measures set forth in this Section 15 shall determine the degree of granting, vesting and/or payout with respect to Awards that the Committee intends will qualify for the Performance-Based Exception. The performance goals to be used for such Awards shall be chosen from among the following performance measures (the “Performance Measures”): total stockholder return, stock price, net customer sales, volume, gross profit, gross margin, operating profit, operating margin, management profit, earnings from continuing operations before income taxes, earnings from continuing operations, earnings per share from continuing operations, net operating profit after tax, net earnings, net earnings per share, return on assets, return on investment, return on equity, return on invested capital, cost of capital, average capital employed, cash value added, economic value added, cash flow, cash flow from operations, working capital, working capital as a percentage of net customer sales, asset growth, asset turnover, market share, EBITDA, adjusted EBITDA, customer satisfaction, and employee satisfaction. The targeted level or levels of performance with respect to such Performance Measures may be established at such levels and on such terms as the Committee may determine, in its discretion, on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries, business segments or functions, and in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies. Awards that are not intended to qualify for the Performance-Based Exception may be based on these or such other performance measures as the Committee may determine.

b)Unless otherwise determined by the Committee, measurement of performance goals with respect to the Performance Measures above shall exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, as well as the cumulative effects of tax or accounting changes, each as determined in accordance with generally accepted accounting principles or identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other filings with the SEC.

c)~~Performance goals may differ for Awards granted to any one Participant or to different Participants.~~

d)Achievement of performance goals in respect of Awards intended to qualify under the Performance-Based Exception shall be measured over a Performance Period specified in the Award Agreement, and the goals shall be established not later than ninety (90) days after the beginning of the Performance Period or, if less than ninety (90) days, the number of days which is equal to twenty-five percent (25%) of the relevant Performance Period applicable to the Award.

e)The Committee shall have the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals; provided, however, that Awards that are designed to qualify for the Performance-Based Exception may not be adjusted upward (the Committee may, in its discretion, adjust such Awards downward).

~~16)~~

~~TRANSFERABILITY OF AWARDS~~. Incentive Stock Options may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and shall be exercisable during a Participant's lifetime only by such Participant. Other Awards shall be transferable to the extent provided in the Award Agreement, except that no Award may be transferred for consideration.


~~17)~~	~~WITHHOLDING OF TAXES.~~

a)~~Options and Stock Appreciation Rights~~. Subject to Section 17(d), as a condition to the delivery of Shares pursuant to the exercise of an Option or Stock Appreciation Right, the Committee may require that the Participant, at the time of exercise, pay to the Company by cash, certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations, as calculated at the applicable minimum statutory rate. The Committee may also, in its discretion, accept payment of tax withholding obligations through any of the Exercise Price payment methods described in Section 6(f).

b)~~Other Awards Payable in Shares~~. Subject to Section 17(d), the Company shall satisfy a Participant’s tax withholding obligations, calculated at the applicable minimum statutory rate, arising in connection with the release of restrictions on Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Other Stock-Based Awards by withholding Shares that would otherwise be available for delivery. Alternatively, the Company, in its discretion, may allow the Participant to satisfy the Participant’s tax withholding obligations by payment to the Company in cash or by certified check, bank draft, wire transfer, or postal or express money order.

c)~~Cash Awards. The Company shall satisfy a Participant’s tax withholding obligation arising in connection with the payment of any Award in cash by withholding cash from such payment.~~

d)~~Withholding Amount~~. The Committee, in consideration of applicable accounting standards, has full discretion to either (i) allow Participants to elect, or (ii) otherwise direct as a general rule, to have the Company withhold Shares for taxes at an amount greater than the applicable minimum statutory amount.


~~18)~~	~~CONDITIONS UPON ISSUANCE OF SHARES.~~

a)Shares shall not be issued pursuant to the exercise or vesting of an Award unless the exercise or vesting of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

b)As a condition to the exercise or vesting of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise or vesting that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.

~~19)~~

~~ADJUSTMENTS UPON CHANGES IN CAPITALIZATION~~. In the event of any non reciprocal transaction between the Company and the stockholders of the Company that causes the per share value of shares underlying an Award to change, such as a stock dividend, stock split, spin off, rights offering, or recapitalization through a large, nonrecurring cash dividend, and in the event of any other change in corporate capitalization, such as a merger, consolidation, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the Company, in its sole discretion, may cause there to be made an equitable adjustment to the number and kind shares that may be issued under the Plan, or to any individual under the Plan, and to the number and kind of shares or other property subject to and the exercise price (if applicable) of any then outstanding Awards, and such adjustment shall be conclusive and binding for all purposes of the Plan.


~~20)~~	~~CHANGE IN CONTROL, CASH-OUT AND TERMINATION OF UNDERWATER OPTIONS/SARS, AND SUBSIDIARY DISPOSITION.~~

a)~~Change in Control~~. Except as otherwise provided in a Participant’s Award Agreement or pursuant to Section 20(b) hereof, upon the occurrence of a Change in Control, unless otherwise specifically prohibited under Applicable Laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:

any and all outstanding Options and SARs granted hereunder shall become immediately exercisable unless such Awards are assumed, converted or replaced by the continuing entity; provided, however, that in the event of a Participant’s termination of employment without Cause within twenty-four (24) months following consummation of a Change in Control, any replacement awards shall become immediately exercisable;

~~ii)~~

any Period of Restriction or other restriction imposed on Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards shall lapse unless such Awards are assumed, converted or replaced by the continuing entity; provided, however, that in the event of a Participant’s termination of employment without Cause within twenty-four (24) months following consummation of a Change in Control, the Period of Restriction on any replacement awards shall lapse upon such termination; and


~~iii)~~	any and all Performance Shares, Performance Units and other Awards (if performance-based) shall vest on a pro rata monthly basis, including full credit for partial months elapsed, and will be paid (A) based on the level of performance achieved as of the date of the Change in Control, if determinable, or (B) at the target level, if not determinable. The amount of the vested Award may be computed

under the following formula: total Award number of Shares times (number of full months elapsed in shortest possible vesting period divided by number of full months in shortest possible vesting period) times percent performance level achieved immediately prior to the specified effective date of the Change in Control.

With respect to paragraphs (i) and (ii) of Section 20(a) above, the Award Agreement may provide that any replacement awards will become immediately exercisable or any Period of Restriction shall lapse in the event of a termination of employment by the Participant for “good reason” as such term is defined in any employment agreement or severance agreement or policy applicable to such Participant.

b)~~Cash-Out and Termination of Underwater Options/SARs. The Committee may, in its sole discretion, provide that:~~


i)	all outstanding Options and SARs shall be terminated upon the occurrence of a Change in Control and that each Participant shall receive, with respect to each Share subject to such Options or SARs, an amount in cash equal to the excess of the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control over the Option Exercise Price or the SAR grant price; and


~~ii)~~	Options and SARs outstanding as of the date of the Change in Control may be cancelled and terminated without payment therefore if the Fair Market Value of a Share as of the date of the Change in Control is less than the Option Exercise Price or the SAR grant price.

c)~~Subsidiary Disposition~~. The Committee shall have the authority, exercisable either in advance of any actual or anticipated Subsidiary Disposition or at the time of an actual Subsidiary Disposition and either at the time of the grant of an Award or at any time while an Award remains outstanding, to provide for the automatic full vesting and exercisability of one or more outstanding unvested Awards under the Plan and the termination of restrictions on transfer and repurchase or forfeiture rights on such Awards, in connection with a Subsidiary Disposition, but only with respect to those Participants who are at the time engaged primarily in Continuous Service with the Subsidiary involved in such Subsidiary Disposition. The Committee also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the affected Participant’s Continuous Service with that Subsidiary within a specified period following the effective date of the Subsidiary Disposition. The Committee may provide that any Awards so vested or released from such limitations in connection with a Subsidiary Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award.


~~21)~~	~~AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN~~.

a)~~Amendment, Modification and Termination~~. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no amendment that requires stockholder approval in order for the Plan to continue to comply with the Nasdaq listing standards or any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule.

b)~~Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events~~. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 20 hereof) affecting the Company or the financial statements of the Company or of changes in Applicable Laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. With respect to any Awards intended to comply with the Performance-Based Exception, unless otherwise determined by the Committee, any such exception shall be specified at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based Exception.

c)~~Awards Previously Granted~~. No termination, amendment or modification of the Plan or of any Award shall adversely affect in any material way any Award previously granted under the Plan without the written consent of the participant holding such Award, unless such termination, modification or amendment is required by Applicable Laws and except as otherwise provided herein.

d)~~No Repricing~~. Except for adjustments made pursuant to Section 19, no amendment shall reduce the Exercise Price of outstanding Options or the grant price of outstanding SARs, nor may any outstanding Options or outstanding SARs be surrendered to the Company as consideration for the grant of new Options or SARs with a lower Exercise Price or grant price, without the approval of the stockholders of the Company.

e)~~Compliance with the Performance-Based Exception~~. If it is intended that an Award comply with the requirements of the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate such that the Awards maintain eligibility for the Performance-Based Exception. If changes are made to Code Section 162(m) or regulations promulgated thereunder to permit greater flexibility with respect to any Award or Awards available under the Plan, the Committee may, subject to this Section 21, make any adjustments to the Plan and/or Award Agreements it deems appropriate.


~~22)~~	~~RESERVATION OF SHARES.~~

a)~~The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.~~

b)The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.


~~23)~~	~~RIGHTS OF PARTICIPANTS.~~

a)~~Continued Service~~. The Plan shall not confer upon any Participant any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate his or her employment or consulting relationship at any time, with or without cause.

b)~~Participant. No Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards.~~

~~24)~~

~~SUCCESSORS~~. All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the "Company" herein and in any Award agreements shall be deemed to refer to such successors.


~~25)~~	~~LEGAL CONSTRUCTION.~~

a)~~Gender, Number and References~~. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural. Any reference in the Plan to a Section of the Plan either in the Plan or any Award agreement or to an act or code or to any section thereof or rule or regulation thereunder shall be deemed to refer to such Section of the Plan, act, code, section, rule or regulation, as may be amended from time to time, or to any successor Section of the Plan, act, code, section, rule or regulation.

b)~~Severability~~. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

c)~~Requirements of Law~~. The granting of Awards and the issuance of Shares or cash under the Plan shall be subject to all Applicable Laws and to such approvals by any governmental agencies or national securities exchanges as may be required.

d)~~Governing Law~~. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

e)~~Non-Exclusive Plan~~. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable.

f)~~Code Section 409A Compliance~~. To the extent applicable, it is intended that this Plan and any Awards granted hereunder be exempt from, or comply, with the requirements of Section 409A of the Code and the regulations and other guidance promulgated thereunder (“Section 409A”). Any provision that would cause the Plan or any Award granted hereunder to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A. Notwithstanding anything in this Plan or Award granted hereunder to the contrary, in no event will the Committee provide for the deferral of settlement or vesting of any award, on a mandatory basis or Participant elective basis, unless such deferral is documented in writing and administered in compliance with Section 409A. In no event shall the number, kinds, or exercise price of any Award granted hereunder be modified or extended if such modification or extension would result in a violation of Section 409A.

~~GLOSSARY OF DEFINED TERMS~~


1.	~~Definitions. As used in the Plan, the following definitions shall apply:~~

“~~Applicable Laws~~” means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, and the rules of any applicable stock exchange or national market system.

“~~Award~~” means, individually or collectively, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Other Stock-Based Awards, and Cash-Based Awards granted under the Plan.

“~~Award Agreement” means an agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award.~~

“~~Board” means the Board of Directors of the Company.~~

“~~Cash-Based Award~~” means an Award other than a Nonqualified Stock Option, Incentive Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit or Other Stock-Based Award granted under the Plan.

“~~Cause~~” means (i) the willful and continued failure of the Participant substantially to perform the Participant’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Chief Executive Officer of the Company, a member of the Committee, or another authorized officer of the Company, which specifically identifies the manner in which the sender believes that the Participant has not substantially performed the Participant’s duties; or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

“~~Change in Control” means~~

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act ) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, including any acquisition which, by reducing the number of shares outstanding, is the sole cause for increasing the percentage of shares beneficially owned by any such Person to more than the applicable percentage set forth above, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this definition; or

Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason within any period of 24 months to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) is represented by Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Outstanding Company Common Stock and Outstanding Company Voting Securities were converted pursuant to such Business Combination) and such ownership of common stock and voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


d)	~~Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.~~

“~~Code” means the Internal Revenue Code of 1986, as amended.~~

“~~Committee” means the Committee, as specified in Section 2(a), appointed by the Board to administer the Plan.~~

“~~Company” means DMC Global Inc. and any successor thereto as provided in Section 24 herein.~~

“~~Consultant” means any non-employee consultant or advisor to the Company or a Subsidiary.~~

“~~Continuous Service~~” means that the provision of services to the Company or any Subsidiary in any capacity of Employee or Consultant is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, any Subsidiary, or any successor. A leave of absence approved by the Company shall include sick leave, military leave, or any other personal leave approved by an authorized representative of the Company. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.

“~~Director” means any individual who is a member of the Board of Directors of the Company or a Subsidiary who is not an Employee.~~

“~~Dividend” means the dividends declared and paid on Shares subject to an Award.~~

“~~Dividend Equivalent” means, with respect to Shares subject to an Award, a right to be paid an amount equal to the Dividends declared and paid on an equal number of outstanding Shares.~~

“~~Director Award Limitation” shall have the meaning set forth in Section 3(c).~~

“~~Employee” means any employee of the Company or a Subsidiary.~~

“~~Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

“~~Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.~~

“~~Fair Market Value” means, as of any date, the value of a Share determined as follows:~~

Where there exists a public market for the Share, the Fair Market Value shall be (A) the closing sales price for a Share for the last market trading day prior to the time of the determination (or, if no sales were reported on that date, on the last trading date on which sales were reported) on the New York Stock Exchange, the Nasdaq National Market System or the principal securities exchange on which the Share is listed for trading, whichever is applicable, or (B) if the Share is not traded on any such exchange or national market system, the average of the closing bid and asked prices of a Share on the Nasdaq SmallCap Market, in each case, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or


b.	In the absence of an established market of the type described above, for the Shares, the Fair Market Value thereof shall be determined by the Committee in good faith, and such determination shall be conclusive and binding on all persons.

“~~Freestanding SAR” means an SAR that is granted independently of any Options, as described in Section 7 herein.~~

“~~Full-Value Award” means Awards other than Options, SARs, or other Awards for which the Participant pays the grant date intrinsic value directly or by forgoing a right to receive a cash payment from the Company.~~

“~~Incentive Stock Option” or “ISO” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.~~

“~~Nonqualified Stock Option” means an Option that is not intended to meet the requirement of Section 422 of the Code.~~

“~~Option” means an Incentive Stock Option or a Nonqualified Stock Option granted under the Plan, as described in Section 6 herein.~~

“~~Other Stock-Based Award” means a Share-based or Share-related Award granted pursuant to Section 12 herein.~~

“~~Participant” means a current or former Employee, Director or Consultant who has rights relating to an outstanding Award.~~

“~~Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m).~~

“~~Performance Measures” shall have the meaning set forth in Section 14(a).~~

“~~Performance Period” means the period during which a Performance Measure must be met.~~

“~~Performance Share” means an Award granted to a Participant, as described in Section 10 herein.~~

“~~Performance Unit” means an Award granted to a Participant, as described in Section 11 herein.~~

“~~Period of Restriction~~” means the period Restricted Stock, Restricted Stock Units or Other Stock-Based Awards are subject to a substantial risk of forfeiture and are not transferable, as provided in Sections 8, 9 and 12 herein.

“~~Plan” means the DMC Global, Inc. 2016 Omnibus Incentive Plan.~~

“~~Prior Plan” means the Dynamic Materials Corporation 2006 Stock Incentive Plan.~~

“~~Restricted Stock” means an Award granted to a Participant, as described in Section 8 herein.~~

“~~Restricted Stock Units” means an Award granted to a Participant, as described in Section 9 herein.~~

“~~SEC” means the United States Securities and Exchange Commission.~~

“~~Share” means a share of common stock of the Company, par value $1.00 per share, subject to adjustment pursuant to Section 19 herein.~~

“~~Stock Appreciation Right” or “SAR” means an Award granted to a Participant, either alone or in connection with a related Option, as described in Section 7 herein.~~

“~~Subsidiary~~” means any corporation in which the Company owns, directly or indirectly, at least fifty percent (50%) of the total combined voting power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) in which the Company owns, directly or indirectly, at least fifty percent (50%) of the combined equity thereof. Notwithstanding the foregoing, for purposes of determining whether any individual may be a Participant for purposes of any grant of Incentive Stock Options, the term “Subsidiary” shall have the meaning ascribed to such term in Code Section 424(f).

“~~Subsidiary Disposition~~” means the disposition by the Company of its equity holdings in any Subsidiary effected by a merger or consolidation involving that Subsidiary, the sale of all or substantially all of the assets of that Subsidiary or the Company’s sale or distribution of substantially all of the outstanding capital stock of such Subsidiary.

“~~Tandem SAR” means a SAR that is granted in connection with a related Option, as described in Section 7 herein.~~

“~~Voting Securities” means voting securities of the Company entitled to vote generally in the election of Directors.~~

~~B-16~~

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o		Soliciting Material ~~Pursuant to~~under §240.14a-12



~~DYNAMIC MATERIALS CORPORATION~~
~~(Name of Registrant as Specified In Its Charter)~~
~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~
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		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.


	To the Stockholders of ~~DYNAMIC MATERIALS CORPORATION:~~ DMC Global Inc.:
	~~September 23, 2016~~
	NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of DMC Global Inc., a Delaware corporation, will be held on May 11, 2022, at 8:30 a.m. local time at 11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021, for the following purposes:

	1.	To elect the eight director nominees identified in the accompanying proxy statement to hold office until the 2023 Annual Meeting of Stockholders;

	2.	To approve a non-binding, advisory vote on the compensation of our named executive officers;

	3.	To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock, par value $0.05 per share, from 25,000,000 to 50,000,000;

	4.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

	5.	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

	The foregoing items of business are more fully described in the proxy statement accompanying this notice.



Filed by the Registrantý
	Filed by a Party other than the Registranto



	By Order of the Board of Directors,
	~~/s/ Michelle H. Shepston~~
		MICHELLE H. SHEPSTON
March 31, 2022		Executive Vice President, Chief Legal Officer and Secretary

2022 PROXY SUMMARY	1
	~~Page~~
~~2016 PROXY SUMMARY~~	1
INFORMATION CONCERNING THE ~~SPECIAL~~ANNUAL MEETING AND VOTING	25
GENERAL	5
SOLICITATION	5
OUTSTANDING SHARES AND QUORUM	5
VOTING RIGHTS AND PROCEDURES	5
APPRAISAL RIGHTS	6
REVOCABILITY OF PROXIES	6
VOTING YOUR SHARES	6
STOCKHOLDER PROPOSALS	7
CONTACT INFORMATION	7

PROPOSAL ~~1—APPROVAL~~1ELECTION OF ~~AMENDMENTS~~DIRECTORS	8

EXECUTIVE OFFICERS	13

BOARD OF DIRECTORS	14
MEETING ATTENDANCE	14
DIRECTOR INDEPENDENCE	14
BOARD LEADERSHIP STRUCTURE	14
BOARD COMPOSITION	15
BOARD COMMITTEES	16

CORPORATE GOVERNANCE	18
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	18
CORPORATE GOVERNANCE GUIDELINES	18
STOCK OWNERSHIP GUIDELINES	18
PLEDGING AND HEDGING POLICIES	18
CODE OF ETHICS AND BUSINESS CONDUCT	18
RISK OVERSIGHT	19
COMPENSATION RISK ASSESSMENT	19
DIRECTOR NOMINATIONS	19
MAJORITY VOTING POLICY	20
COMMUNICATIONS WITH THE BOARD	20
ANNUAL BOARD ASSESSMENTS	20

PROPOSAL 2NON-BINDING ADVISORY VOTE TO ~~THE~~APPROVE EXECUTIVE COMPENSATION	21

PROPOSAL 3AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES	322

PROPOSAL ~~2—APPROVAL~~4RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	24
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES	25

REPORT OF THE ~~2016 OMNIBUS INCENTIVE PLAN~~AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	526

EXECUTIVE COMPENSATION	27
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)	27
COMPENSATION COMMITTEE REPORT	36

SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021	37

GRANTS OF PLAN-BASED AWARDS	38

EMPLOYMENT AGREEMENTS	39

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021	41

STOCK VESTED DURING 2021	43

NON-QUALIFIED DEFERRED COMPENSATION	44

POTENTIAL PAYMENTS UPON TERMINATION	45

DIRECTOR COMPENSATION	47
COMPENSATION FOR NON-EMPLOYEE DIRECTORS	47
STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS	47

CEO PAY RATIO FOR FISCAL YEAR FOR 2021	48

EQUITY COMPENSATION PLAN INFORMATION	49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	1050
~~HOUSEHOLDING~~DELINQUENT SECTION 16 REPORTS	1252
CODE OF ETHICS AND BUSINESS CONDUCT	52

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	53

HOUSEHOLDING	55

OTHER MATTERS	56

APPENDIX A	A-1

Time and Date	8:30 a.m., May 11, 2022
Place	11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021
Record Date	March 17, 2022

•	The election of the eight director nominees identified in this proxy statement
•	An advisory vote on the compensation of our named executive officers
•	Approval of increase in authorized shares
•	A ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for 2022
•	Such other business as may properly come before the meeting

Proposal	Board Recommendation	Page Reference (for more detail)
1. Election of directors	FOR each Nominee	8
2. Advisory vote on executive compensation	FOR	21
3. Approval of increase in authorized shares	FOR	22
4. Ratification of appointment of Ernst & Young LLP as auditor for 2022	FOR	24

~~Proposal~~	~~Board Recommendation~~	~~Page Reference (for more detail)~~
~~1. Approval of the amendment of the Company's Certificate of Incorporation to change the Company's name and make certain other changes~~	~~FOR~~	3
~~2. Approval of the Company's 2016 Omnibus Incentive Plan~~	~~FOR~~	5 INFORMATION CONCERNING THE ANNUAL MEETING AND VOTING



	Beneficial Ownership(1)
Name and Address of Beneficial Owner(2)	Number of Shares(3)	Percent of Total

Directors:
David C. Aldous	18,320	*
Yvon Pierre Cariou	239,121	1.7	%
Robert A. Cohen	23,195	*
James J. Ferris	20,943	*
Richard P. Graff	17,795	*
Kevin T. Longe	71,000	*
Gerard Munera	25,795	*

Executive Officers:
Ian Grieves	25,334	*
Michael Kuta	21,498	*
Michelle H. Shepston	—	*

All directors and executive officers as a group (10 persons)	463,001	3.2	%



	Beneficial Ownership(1)
Name and Address of Beneficial Owner	Number of Shares	Percent of Total
Brown Capital Management, LLC (2) 1201 N. Calvert Street Baltimore, MD 21202	2,363,071	16.3%
DePrince, Race & Zollo, Inc. (3) 250 Park Ave South, Suite 250 Winter Park, FL 32789	1,299,493	9.0%
Van Den Berg Management I, Inc. (4) 805 Las Cimas Parkway, Suite 430 Austin, TX 78746	928,604	6.4%
Rutabaga Capital Management (5) 64 Broad Street, 3rd Floor Boston, MA 02109	888,582	6.1%