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and security generally) and environment. 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. Stockholders may nominate persons for election to the Board in accordance with our Bylaws. Any stockholder nominations proposed for Board consideration should include the nominee’snominee's name and qualifications for Board membership and should be mailed to DMC Global Inc., c/o Corporate Secretary, 5405 Spine Road, Boulder, Colorado 80301, or faxed to (303) 604-1897.

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’sindividual's skills, attributes and functional, business experience,and industry experience, financial background, breadth of knowledge about issues affecting our business, time available for meetings and consultation, integrity, independence, diversity of experience, leadership, ability to exercise sound and relevant skillsethical business judgement and experience l.time available for meetings and consultation.

        Diversity along multiple dimensions is considered inan important element of the nominating process as described above and in ourCorporate Governance and Nominating Committee Charter, which provides that we developCommittee's consideration of nominees. While diversity is evaluated in a broad sense based on experience, background and recommend to the Board the criteria for Board membership.

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, 5405 Spine Road, Boulder, Colorado 80301 or fax to (303) 604-1897.80301. The mailing envelope or fax cover sheet must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication”"Stockholder—Board Communication" or “Stockholder-Director

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"Stockholder—Director Communication.”" All such letters must identify the author as a stockholder and clearly state whether the intended recipients of the letter are all members of the Board or specified individual directors. The Secretary will open such communications and make copies and then circulate them to the appropriate director or directors.

        The Company's record performance in 2018 is the global energy industry,result of our management team has made significant progress in ensuringsubstantial efforts over the continued healthpast five years to restructure and success of the Company:

Pursuant to Section 14A of the Securities Exchange Act as amended and SEC ruleRule 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”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 20172019 Annual Meeting, the next advisory Say-on-Pay vote is anticipated to be held at our 20182020 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’sCompany'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’sCompany's proxy statement is hereby APPROVED.”

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.

Table of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an advisory vote to approve the compensation of our named executive officers. This Proposal 3 affords our stockholders the opportunity to vote, on a non-binding advisory basis, on how frequently we should seek an advisory vote on the compensation of our named executive officers, such as Proposal 2 above. The enclosed proxy card gives our stockholders three choices for voting on this Proposal 3. You can choose whether the say-on-pay vote should be conducted every year, every two years, or every three years.

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company’sCompany's independent registered public accounting firm retained to audit the Company’sCompany's consolidated financial statements. In accordance with its commitment to sound corporate governance practices, the Audit Committee reviews whether it is in the Company’sCompany's best interests to rotate the Company’sCompany's independent registered public accounting firm (“independent auditor”).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 considered, among other things:

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

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

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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, 20162018 and 2015.2017.

		2018			2017
Audit Fees		$	1,011,140		$	1,081,750
Tax Fees(1)		$	709,469		$	495,853
​	​	​	​	​	​	​	​
Total Fees		$	1,720,609		$	1,577,603

---

		2016				2015
Audit Fees		$	989,141			$	1,048,746
Tax Fees (1)		$	284,952			$	60,658
Total Fees		$	1,274,093			$	1,109,404

(1)

Includes fees related to federal and state tax compliance, tax advice and tax planning.

(1)	Tax Fees includes fees related to federal and state tax compliance, tax advice and tax planning.

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 fiscal year 20162018 in accordance with our formal policy on auditor independence.

Requisite Vote

The selection of our auditors will be ratified if the number of votes cast in favor of the proposal exceeds the votes cast opposing the proposal. Abstentions and broker non-votes will not be counted as votes cast on the proposal.

THE BOARD RECOMMENDS

A VOTE "FOR" APPROVAL OF PROPOSAL 5.

3.

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Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”"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 and the Compensation Committee Report shall not be deemed to be “Soliciting"Soliciting Material,”" and are not deemed “filed”"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.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

As of December 31, 2016,2018, the Audit Committee of DMC Global Inc. (the “Company”"Company") was comprised of Messrs. Richard P. Graff (Chairman), Gerard Munera,David C. Aldous and Robert A. CohenJames J. Ferris 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.Nasdaq. The Audit Committee has adopted a Charter that describes its responsibilities in detail. The Charter is available on the Company’sCompany'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’sCommittee's primary purpose is to oversee the integrity of the accounting and financial reporting process, the audits of the Company’sCompany's financial statements and the processes designed to ensure that the financial statements adequately represent the Company’sCompany's financial condition, results of operations and cash flows. These responsibilities include oversight of (i) the integrity of the Company’sCompany's financial statements; (ii) the Company’sCompany's compliance with legal and regulatory requirements; (iii) the external auditors’auditors' qualifications and independence; and (iv) the performance of the Company’sCompany's internal and external audit functions. The Committee is also responsible for understanding the Company’sCompany's internal control structure and areas that represent high risk for material misstatement of the financial statements. Additional information regarding the Audit Committee’sCommittee's role in corporate governance can be found in the Audit Committee’sCommittee's Charter.

As required by the Charter of the Audit Committee, the Audit Committee reviewed and discussed the Company’sCompany's audited financial statements with the Company’sCompany's management. The Audit Committee has also discussed with Ernst & Young LLP (“EY”("EY"), the Company’sCompany'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’saccountant's communications with the Audit Committee concerning independence, and the Audit Committee has discussed with EY that firm’sfirm's independence. Based upon these discussions and the Audit Committee’sCommittee's review, the Audit Committee recommended to the Board of Directors that the Company include the audited financial statements in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2016.2018.

Audit Committee Members:

Richard P. Graff, Chairman

Robert A. Cohen

Gerard Munera

		Audit Committee Members:
		Richard P. Graff, Chairman David C. Aldous James J. Ferris

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Compensation Committee

Table of DMC Global Inc. (the “Company”) has reviewed and discussed the “Compensation Discussion and Analysis” for the 2016 fiscal year with management. Based on these reviews and discussions, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in the Proxy Statement for the 2017 Annual Meeting of Stockholders and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Compensation Committee Members:

Robert A. Cohen, Chairman

James J. Ferris

Gerard Munera

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COMPENSATION DISCUSSION AND ANALYSIS

The

        This Compensation Discussion and Analysis describes our compensation practices and the executive compensation policies, decisions and actions of our Compensation Committee with respect to the compensation earned during 2016 byof our Chief Executive Officer, Chief Financial Officer and the Company’sCompany's three other most highly compensated executive officers. We call these five executives our named executive officers. Ourofficers (our named executive officers are:or NEOs) during 2018, as follows:

	Name			Position
Kevin T. Longe		Chief Executive Officer
Michael Kuta		Chief Financial Officer
Michelle H. Shepston		Vice President, Chief Legal Officer and Secretary
John Scheatzle		President, NobelClad
Ian Grieves		President and General Manager,Managing Director, DynaEnergetics

Executive Summary

2018 Company Performance

        2018 was a record year for DMC. The recovery in global energy markets that began in 2017 continued in 2018, but with persisting end-market uncertainty, pricing pressures and volatility in the energy industry, including a more than 40% decrease in oil prices during the fourth quarter of 2018. In the face of these challenges, DMC delivered record revenues and Adjusted EBITDA^*, while achieving substantial market share growth and completing a landmark capacity expansion at its DynaEnergetics business. The Company's record 2018 performance was made possible by its significant efforts over the past five years to restructure and reposition DMC. Highlights from these accomplishments include:

• Total revenues increased 69% between 2017 and 2018 primarily due to record sales of $237.4 million in DynaEnergetics. The increase was driven by market share growth of its factory-assembled DynaStage system and increased activity levels in the North American unconventional well-completions sector, including increased well-stage counts; higher completion intensity and longer laterals. Additionally, NobelClad's sales increased 24% between 2017 and 2018 due to successfully landing several large projects in the downstream chemicals markets and higher volume in its core repair and maintenance business.
• Consolidated gross profit percentage was 34%, an increase from 2017 gross profit percentage of 31%.

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Executive Summary

2016 Performance

During the last three years, a new senior management team directed a series of restructuring, consolidation and modernization initiatives designed to improve efficiencies and strengthen the competitiveness of our two operating businesses. These initiatives took on increased importance following the 2014 collapse of the global energy industry, from which we derive approximately 70% of our consolidated sales. In particular:

• Adjusted EBITDA increased from $23.1 million in 2017 to a record $59.6 million in 2018; a 158% year-over-year increase.
• We strengthened our financial position in 2018 while completing substantial investments in our DynaEnergetics business with the Blum expansion project. Our leverage ratio improved to 0.7 at the end of 2018 from 0.8 at the end of 2017. Net debt* (lines of credit less cash and cash equivalents) was $28.0 million at the end of 2018 versus $9.0 million at December 31, 2017.

At our DynaEnergetics business, initiatives included the consolidation of Canadian manufacturing operations into existing facilities in Texas, and the closure of 10 North American distribution centers.

•

Our NobelClad business centralized the majority of its European manufacturing into a new production facility in Liebenscheid, Germany.

We modernized and upgraded all of our facilities and commissioned and completed new facilities in Blum, Texas and Tyumen, Siberia.

We completed a comprehensive re-branding of DMC and both business units.

Both businesses modernized their IT and financial management systems.

We invested heavilysignificant investment in research, technology and application development programs and these investments havehas led to several new product introductions that have enabled more efficient, reliable and cost-effective perforating systems for our customers. This fueled strong demand and continued record growth at DynaEnergetics, particularly for the DynaSelect detonator and factory-assembled DynaStage system. These products generate the majority of DynaEnergetics total sales.

•

In the fourth quarter of 2018, DynaEnergetics completed construction of 74,000 square feet of new manufacturing, assembly and administrative space on its existing site in Blum, Texas, which substantially increased DynaEnergetics' component manufacturing and DynaStage assembly capacity. During the first half of 2018, DynaEnergetics added a second automated DynaSelect detonator line at its facility in Troisdorf, Germany.

•

Our NobelClad business continued to make important progress establishing new commercial uses for explosion-welded plate. During the year, progress was made in further penetrating our successful railcar business with several additional applications in development. In addition, an exclusive worldwide distribution agreement was completed with Spur Industries, adding rollbond products to our product offerings. NobelClad also completed the final phase of the consolidation of its European manufacturing into its production facility in Liebenscheid, Germany.

---

*

Adjusted EBITDA is a non-GAAP (generally accepted accounting principles) measure and is defined as follows: EBITDA is defined as net income plus or minus net interest plus taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation, restructuring and impairment charges and, when appropriate, other extraordinary items that management does not utilize in assessing DMC's or the relevant business unit's operating performance. Net debt is a non-GAAP measure and is defined as total debt less cash and cash equivalents. Adjusted EBITDA and net debt 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, 2018.

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•

Our total stockholder return ("TSR") relative to the compensation peer group identified below was at the 100^th percentile over one year, at the 99^th percentile over three years and at the 86^th percentile over five years:

Total Shareholder Return to Compensation Peer Group

2018 Compensation

        The following pay decisions were made in 2018:

•

Base Salary: Base salaries were increased for the first time in four years, with adjustments made for strong individual and company performance and for Messrs. Longe, Kuta and Grieves, to address salaries below market levels.



•

Annual Incentive: Target bonus payout opportunities were unchanged from 2017. Our 2018 annual incentive plan was based on our (i) DMC or business unit performance against pre-determined Adjusted EBITDA as a percentage of revenues goals and (ii) individual performance. Messrs. Longe and Kuta and Ms. Shepston earned bonus payouts of approximately 150% of their target payout opportunity based on DMC's Adjusted EBITDA as a percentage of revenues and their respective individual performance. Messrs. Grieves and Scheatzle earned a bonus payout of 155% and 84% of target, respectively, based on their respective business unit's Adjusted EBITDA as a percentage of revenues and their respective individual performance.



•

Long-Term Incentive Grants: The Committee approved the grant of time-vested restricted stock or restricted stock units (RSUs) and performance vested performance share units (PSUs).



•

Long-Term Incentive Payouts: Performance-vested restricted stock and RSUs granted on February 19, 2015 vested on February 19, 2018 based on achievement of average Adjusted EBITDA* over 2015-2016 of $11.1 million against a pre-established two-year performance goal of $37.0 million and a significant increaserelative two-year TSR of the Company's shares in DynaEnergetics’ market share.

In2015 and 2016 despite5% below the challenges inTSR of shares of the global energy market, the new management team’s efforts began to bear fruit, resulting in a one year TSR in excess of 100%, ranking first among our 2016 performance peer group.

In late 2016, the Compensation Committee adopted a newCompany's peer group during this period. As a result, Messrs. Longe, Kuta and Grieves earned 62.3% of the target shares under these grants.

Pay and Performance Alignment

        Our compensation philosophy is strongly aligned with our performance. Our financial and stock price performance was very strong in 2018. A peer group comparison of TSR performance to better reflectCEO compensation reported on the consolidated businessSummary Compensation Table clearly demonstrates this alignment.

        Below is a comparison of DMCour three-year TSR percentile rank and three-year aggregate CEO compensation percentile rank relative to include energy and oil field services companies.our compensation peer group. Our one yearthree-year TSR for 2016,is at the

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99^th percentile while the aggregate compensation granted to our CEO over the last three years (as reported on the Summary Compensation Table) is at the 70^th percentile of our peer group.

Reported vs. Realized Compensation

        The amount our CEO realized in each of the last three years as compared to our new peer group is as follows:

2016 Pay

Despite the improvement in TSR, Company performance continued to be impacted byamount reported on the severe downturn in global energy markets, resulting in compensation for our Chief Executive Officer remainingSummary Compensation Table was significantly lower than pre-2015 levels for all but the second consecutivemost recent year. Mr. Longe’s 2016 total direct compensation was $855,047 and his 2015 total direct compensation was $1,085,514, compared to total direct compensation of $1,458,397 in 2014 and $1,289,693 in 2013. The comparison of reported

compensation versus realized compensation in 2014-2016 further demonstrates the impact

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majority of our payCEO's compensation, like our other NEOs, is "at risk" and subject to achievement of performance goals.

        Reported compensation represents total compensation reported on the Summary Compensation Table, which includes base salary, annual incentive plan payouts, all other compensation and the grant date fair value of equity awards. Realized compensation includes base salary, annual incentive plan payouts, all other compensation and the value realized upon vesting of stock awards.

2018 Say-on-Pay Results

        Although the advisory vote on executive compensation is not binding, the Board of Directors gives significant weight to the outcome of the vote and responds accordingly. Our 2018 compensation structures were largely unchanged from 2017 based on the feedback of proxy advisory firms and stockholders on our 2017 compensation arrangements. At the 2018 Annual Meeting of Stockholders, 88% of stockholders voted "yes" on the advisory vote on executive compensation. Following the vote and throughout 2018, the management team continued its communications with stockholders, engaging in over 190 meetings with investors in the U.S. and Europe during 2018, and no significant compensation matters were raised as a concern by investors.

        The Compensation Committee has analyzed the 2018 vote and stockholder feedback for performance2018 and believes that stockholders responded favorably to the 2017 compensation structures. Seeprogram generally. The Compensation Committee recognizes the discussion in “- Reported versus Realized Compensation” below.ever-evolving compensation and governance landscape and will continue to review its practices and solicit stakeholder feedback on these issues.

Pay for Performance Culture

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Good Governance and Best Practices

The Company remains committed to providing compensation that is not only aligned with performance especially in this challenging market environment. In orderbut also embraces best practices and governance appropriate to strengthen the pay for performance linkage in the Company’sour growing company. Below are features of our executive compensation packages, over the course of the past three years the Compensation Committee has worked to ensureprogram that compensation for our named executive officers is aligned with stockholder value creation. These efforts have included:

reflect these goals:

Structuring compensation with the objective that more than 60% of total direct compensation for our CEO is performance based;

Freezing salaries for named executive officers in the face of challenging market conditions;

Designing performance goals with sufficient stretch that the impact of the industry downturn has resulted in realized compensation well below the compensation grant value; and

Conservation of cash reserves by paying the 2015 bonus in restricted stock rather than cash.

Reported Versus Realized Compensation

DMC REPORTED VS. REALIZED COMPENSATION DATA

2016
	Reported	Realized (1)	Reported vs. Realized
Kevin T. Longe	855,047	843,547	(11,500)
Michael Kuta	454,537	416,470	(38,067)
Michelle H. Shepston (3)	242,208	N/A	N/A
John Scheatzle (3)	135,940	N/A	N/A
Ian Grieves	342,515	332,131	(10,384)
All NEO	2,030,247	1,592,148	(59,951)

2015
	Reported	Realized (1)	Reported vs. Realized
Kevin T. Longe (2)	1,085,514	780,414	(305,100)
Michael Kuta	587,945	350,502	(237,443)
Jeff Nicol	399,916	351,244	(48,672)
Ian Grieves	401,084	305,376	(95,708)
All NEO	2,474,459	1,787,536	(686,923)

2014
	Reported	Realized (1)	Reported vs. Realized
Kevin T. Longe (2)	1,458,397	990,997	(467,400)
Michael Kuta	569,480	379,080	(190,400)
Jeff Nicol	468,627	433,041	(35,586)
Ian Grieves	612,556	462,148	(150,408)
All NEO	3,109,060	2,265,265	(843,795)

What We Do		What We Don't Do
(1)	Amounts in the “Realized” compensation column include (a) base salary, (b) actual cash incentive bonus earnedþ Observe Core Executive Compensation Principles Designed to Promote Stockholder Value þ Align Performance Measures with Business Objectives (with sufficient stretch to motivate and incentivize management without creating undue risks for the applicable year, (c) the valueCompany) þ Pay for Performance (with more than 60% of sharestotal direct compensation for our CEO being performance-based) þ Limit Perquisites þ Maintain Robust Stock Ownership Requirements þ Maintain a Compensation Recoupment Policy þ Maintain Multi-Year Vesting for Equity Awards þ Require Minimum Vesting Schedule under our Equity Incentive Plan þ Monitor for Risk-Taking Incentives þ Engage an Independent Compensation Consultant		ý No "Single-Trigger" Change-of-Control Severance Benefits ý No Pledging of restricted stock vesting during the year, whether deferred or paid to the employee, and whether due to time or performance vesting, and (d) all other compensation paid (or earned) during the applicable year (which is includedour Common Stock by Executive Officers ý No Hedging Transactions ý No Evergreen Provision in the “All Other Compensation” columnEquity Incentive Plan ý No Liberal Share Recycling under Equity Incentive Plan ý No Liberal Definition of the Summary Compensation TableChange-of-Control ý No Defined Benefit Plans for the applicable year).Executive Officers

(2)	Kevin Longe Realized compensation includes vesting of 10,000 shares of restricted stock in both 2014 and 2015 (valued at $207,600 and $161,200, respectively) to satisfy the signing bonus paid in restricted stock in 2012.

(3)

Several members of the management team are newly designated as NEOs for 2016, including Michelle Shepston, who joined the Company on August 30, 2016, and John Scheatzle, who was named President of NobelClad on November 15, 2016. As such, the reported vs. realizable pay comparison is only provided for the year in which these executives were designated as NEOs. For 2014 and 2015, the comparison reflects the NEOs designated in those respective years.

Accordingly, realized compensation for the three-year period was less than reported compensation by almost 22% (excluding Shepston

Philosophy and Scheatzle in 2016), reflecting the Company’s strong pay for performance culture.

2016 Say-on-Pay Results

At the 2016 Annual Meeting of Stockholders, 60% of stockholders voted “yes” on the say-on-pay advisory vote. The Committee was concerned by the percentage of unfavorable votes, particularly in light of the steps it had taken regarding 2015 pay:

The Compensation Committee had responded to the global industry downturn in energy and mining by reducing the grant value of the CEO’s compensation 37% in 2015 over 2014.

The Compensation Committee had also taken care to ensure that rigorous performance measures were attached to the 2015 bonus plan, which resulted in a low level of incentive plan payout, and which executives elected to accept in restricted stock instead of cash.

The Compensation Committee and management took significant additional steps after the 2016 vote to solicit input from stockholders regarding compensation-related concerns and address issues identified. In particular:

The Company engaged a proxy solicitation firm to help it secure meetings with stockholders;

Management and the Compensation Committee reached out to stockholders representing approximately 35% of the Company’s outstanding stock to discuss questions and concerns those stockholders might have, including pay design and clarity of disclosure;

For 2017, the Compensation Committee adopted a new peer group, which has been expanded to add energy and oil field services companies, to more accurately reflect the Company’s business; and

For 2017, the Compensation Committee restructured our long-term incentive grants to separate time and performance vested awards and to apply three-year vesting to time-based awards and three-year vesting and a three-year performance period to performance-vested awards.

2016 Stockholder Vote Regarding Equity Plans

On September 23, 2016, our stockholders approved the adoption of the 2016 Omnibus Incentive Plan, under which the Company is authorized to issue approximately 3,400,000 additional shares of Company common stock for future equity incentive awards.   While more shares are now available under the 2016 Omnibus Incentive Plan than under prior plans, the Company remains committed to continuing to make equity grants in a responsible, judicious fashion.   The Compensation Committee intends that, on average over multiple year periods, our equity grants will be well in line with our peers and consistent with our stated compensation policy.

Components of Our 2016 Compensation Program

Objectives

Our compensation philosophy isand 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.

Compensation Mix

The primary elements of our 20162018 executive compensation program included:

•

Base salary;

•

An annual incentive bonus based on achievement of quantitative and qualitative performance objectives; and

•

Grants of time-vested restricted stock or restricted stock units (“RSUs) with time vestedRSUs; and

•

Grants of PSUs.

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2018 compensation for the named executive officers was allocated between base salary, annual incentive compensation and longer-term awards as follows:

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(1)

Annual incentive percentages are amounts actually paid under annual incentive awards granted in 2018.

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(2)

The long-term equity-based percentages are calculated using amounts disclosed in the "Grants of Plan-Based Awards" table assuming PSUs are granted at target payouts.

        The Company believes its compensation mix of base salary, short-term incentives and long-term incentives continues to support its a strong pay-for-performance philosophy. For example, for 2018, at-risk compensation (i.e., excluding base salary) for our CEO was 74% and for other NEOs averaged 59% of total compensation.

Pay Benchmarking Approach

        The Compensation Committee does not target a specific level of pay but reviews market practices annually to understand competitive practices. The Committee considers many factors in determining compensation including Company performance, vested components.

Below isindividual performance, the experience and potential of each officer and other relevant factors. For 2018, as in prior years, the Committee determined long-term incentive grants based on a summaryfixed number of shares rather than a targeted dollar value. The Committee may change its approach to determining long-term incentive grants in the future if needed to ensure DMC maintains a fully competitive executive compensation program.

        The compensation consultant engaged by the Compensation Committee, Pearl Meyer & Partners, LLC ("Pearl Meyer"), assisted the company in developing and reviewing compensation data of the objectivescompensation peer group as well as general industry survey data published by third parties. The Committee believes peer group and general industry data provide a broader pay perspective than peer group data alone. This market data is also used to understand executive compensation program design best practices. Finally, the peer group financial data is used to assess DMC's performance and allows the Committee to design its executive compensation programs supports a pay-for-performance approach.

        The Compensation Committee 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 Compensation Committee deems the compensation level associated with a NEO's position versus the market to not be aligned with the relevant factors, the Compensation Committee may choose to modify one or more of the NEO's compensation components.

Compensation Peer Group

        As a regular part of our executive compensation program:review process, the Compensation Committee reviews the peer group at least annually for its continued appropriateness, considering market changes or industry consolidations, the relative size, profitability, business cycle and complexity of operations of such peer companies. For 2018, our compensation peer group, for purposes of determining market compensation levels, pay practices, and relative performance, was as follows:

Ampco-Pittsburgh Corp.		Hardinge Inc.(1)		Rudolph Technologies Inc.
Aspen Aerogels, Inc.		Hurco Companies Inc.		SAExploration Holdings, Inc.
Broadwind Energy, Inc.		ION Geophysical Corporation		SIFCO Industries Inc.
CECO Environmental Corp.		Kadant Inc.		The L.S. Starrett Company
Dawson Geophysical Company		Key Technology, Inc.(1)		Twin Disc, Incorporated
Electro Scientific Industries Inc.(2)		Natural Gas Services Group Inc.		USA Compression Partners, LP
Graham Corporation		Perma-Pipe International Holdings, Inc.

---

(1)

Key Technology, Inc. and Hardinge Inc. were acquired in 2018.

(2)

Electro Scientific Industries Inc. was acquired in 2019.

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Elements of Compensation

Base Salary

Base salary is evaluated each year after reviewing each NEO’sNEO's performance, peer group compensation data, and other sources of market data. If it is determined that changes are necessary or desirable, base salaries are generally adjusted once each year near the beginning of the year.

The Compensation Committee considers base salary adjustments when (i) base salary is out of line with market or (ii) an adjustment is appropriate for reasons of good performance.

In light of the more difficult economic environment in the oil and gas industry, one of the Company’sCompany's key markets, the Board elected to freezefroze salaries for named executive officers in both 2015, 2016 and 2016.2017. In 2017, although2018, NEO salaries were increased as follows:

Name		Title		2017 Salary			2018 Salary			Percentage Increase
Kevin T. Longe		President and Chief Executive Officer		$	440,750		$	510,000			29.3	%
Michael Kuta		Chief Financial Officer		$	275,000		$	320,000			16.4	%
Michelle Shepston		Vice President and Chief Legal Officer		$	260,000		$	270,000			3.8	%
John Scheatzle		President, NobelClad		$	265,000		$	275,000			3.8	%
Ian Grieves		President and Managing Director, DynaEnergetics		€	225,000		€	235,000			4.3	%

        Base salaries were increased for the first time in four years, with adjustments made for strong individual and company performance. For Messrs. Longe and Kuta increases were also made to address salaries that were substantially below market and Company performance showed signs of improvement, the Compensation Committee again determined for 2017 to keep named executive officer salaries at 2014 levels.

See “2017 Compensation Decisions” below.

Annual Incentive

Overview

The annual incentive plan for the NEOs consists of a purely quantitative company performance component as well asand a qualitative individual component. The company performance component at target is 70% of the total bonus, and the qualitative individual component is 30%. Minimum, target, and maximum payments are set for each component, as well as for the total bonus. The structure for each NEO is as follows:

NEO/Position	Company Quantitative Performance Component	Individual Qualitative Performance Component	Threshold as Percentage of Base Pay	Target as a Percentage of Base Pay	Maximum Total Bonus as a Percentage of Base Pay	Maximum Company Performance Incentive as Percentage of Base Pay	Maximum Individual Performance Incentive as a Percentage of Base Pay
Kevin T. Longe President/ CEO	70%	30%	-0-%	100%	180%	126%	54%
Michael Kuta CFO	70%	30%	-0-%	60%	108%	75.6%	32.4%
Michelle H. Shepston (1) (Chief Legal Officer)	70%	30%	-0-%	40%	72%	50.4%	21.6%
John Scheatzle President, NobelClad	70%	30%	-0-%	40%	72%	50.4%	21.6%
Ian Grieves President and General Manager DynaEnergetics	70%	30%	-0-%	40%	72%	50.4%	21.6%

NEO/Position		Company Quantitative Performance Component			Individual Qualitative Performance Component			Threshold as Percentage of Base Pay			Target as a Percentage of Base Pay			Maximum Total Bonus as a Percentage of Base Pay			Maximum Company Performance Incentive as Percentage of Base Pay			Maximum Individual Performance Incentive as a Percentage of Base Pay
Kevin T. Longe President/ CEO			70	%		30	%		-0-	%		100	%		180	%		126	%		54	%
Michael Kuta CFO			70	%		30	%		-0-	%		60	%		108	%		76	%		32	%
Michelle Shepston Chief Legal Officer			70	%		30	%		-0-	%		40	%		72	%		50	%		22	%
John Scheatzle President, NobelClad			70	%		30	%		-0-	%		40	%		72	%		50	%		22	%
Ian Grieves President and Managing Director, DynaEnergetics			70	%		30	%		-0-	%		40	%		72	%		50	%		22	%

(1) Pursuant to Ms. Shepston’s offer letter, we agreed for her first 12 months of employment, to guarantee an incentive bonus equal to the greater of (a) 40% of her base salary, or (b) the performance bonus payable under the Company’s annual incentive plan upon achievement of the performance objectives.

Company Performance Component - 2016

Component—2018

For Mr. Longe (CEO), Mr. Kuta (CFO) and Ms. Shepston (Chief Legal Officer), the company performance component of the annual incentive plan is based on Adjusted EBITDA* of DMC as a percentage of revenue. As Adjusted EBITDA* is a non-GAAP (generally accepted accounting principles) measure that we believe provides an important indicator of our ongoing performance and that we use in operational and financial decision-making. Under our annual incentive plan, as Adjusted EBITDA*

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as a percentage of revenue increases, the size of the company performance incentive earned increases (and vice versa). For 2016,2018, the award matrix was as follows:

DMC Global Inc.
(Revenue and Adjusted EBITDA* in Millions)

ADJUSTED EBITDA	$18.7	$21.8	$25.3	$29.2	$32.6	$37.5	$43	$49.3	$56.6
Revenue											$	185		$	207.5		$	225		$	242.5		$	260		$	275		$	290		$	310		$	325
Adjusted EBITDA											$	22.5		$	28.3		$	34.0		$	40.1		$	46.7		$	51.9		$	57.4		$	63.8		$	69.8
Payout Percentage	0%	20%	40%	80%	100%	120%	140%	160%	180%			0	%		22	%		44	%		67	%		92	%		112	%		133	%		157	%		180	%

        For Messrs. Longe and Kuta and Ms. Shepston, the Company's 2018 Adjusted EBITDA* of $59.6 million, which was 18% of total revenue, resulted in an 142% quantitative payout percentage.

For John Scheatzle, the President of NobelClad, and Ian Grieves, the President and General ManagerManaging Director of DynaEnergetics, the company performance component of the annual incentive plan is also a sliding scale based on Adjusted EBITDA* as a percentage of revenue specific to their business unit.

NobelClad
(Revenue and Adjusted EBITDA* in Millions) - NobelClad

ADJUSTED EBITDA	$13.8	$15.0	$16.8	$18.8	$21.0	$23.5	$26.3	$29.4	$33.0
Revenue											$	65		$	75		$	80		$	85		$	90		$	95		$	100		$	110		$	115
Adjusted EBITDA											$	6.5		$	8.2		$	9.4		$	10.7		$	12.2		$	13.5		$	15.0		$	17.3		$	19.0
Payout Percentage	0%	20%	40%	80%	100%	120%	140%	160%	180%			0	%		24	%		42	%		61	%		82	%		102	%		123	%		156	%		180	%

DynaEnergetics
(Revenue and Adjusted EBITDA* in Millions) - DynaEnergetics

ADJUSTED EBITDA	$10.8	$12.3	$14.0	$15.9	$18.0	$20.4	$23.1	$26.3	$30.0
Revenue											$	120		$	132.5		$	145		$	157.5		$	170		$	180		$	190		$	200		$	210
Adjusted EBITDA											$	24.0		$	28.2		$	32.6		$	37.4		$	42.5		$	46.4		$	50.4		$	54.5		$	58.8
Payout Percentage	0%	20%	40%	80%	100%	120%	140%	160%	180%			0	%		21	%		45	%		69	%		96	%		116	%		136	%		158	%		180	%

For the quantitative portion of the incentive bonus that may be awarded to Messrs. Scheatzle and Grieves, the Compensation Committee also provided a bonus multiplier of +/- 10% (but not to increase payment beyond the 180% maximum of the potential bonus). The multiplier is based on the number of days by which NobelClad (in the case of Mr. Scheatzle) or DynaEnergetics (in the case of Mr. Grieves) increases or decreases its average working capital cash collection cycle during 20162018 from the targets established by management.

The company performance component of the annual incentive plan for 2016 was not satisfied for any of the named executive officers.

___________________________

*

        For Mr. Scheatzle, NobelClad's 2018 Adjusted EBITDA is defined as follows: EBITDA is defined as net income plus or minus net interest plus taxes, depreciation and amortization.of $10.8 million, which was approximately 12% of NobelClad revenue, resulted in a 63% quantitative payout percentage. For Mr. Grieves, DynaEnergetics 2018 Adjusted EBITDA excludes from EBITDA stock-based compensation, restructuring and impairment charges and, when appropriate, other extraordinary items that management doesof $58.8 million, which was approximately 25% of DynaEnergetics revenue, resulted in a 145% quantitative payout percentage. The bonus multiplier, which is based on pre-established working capital metrics, did not utilize in assessing DMC’simpact the payout percentages for either Mr. Scheatzle or the relevant business unit’s operating performance. Adjusted EBITDA for a relevant fiscal year shall be the same as reported in the Company’s Form 10-K.

Mr. Grieves.

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Individual Performance Component for 2016

2018

The Compensation Committee considers the individual performance of each named executive officer during the performance period. With respect to 2016,2018, the Compensation Committee considered the contribution of each named executive officer to the Company performance milestones listed in the Executive Summary of this Compensation Discussion and Analysis. For 2016,Analysis, and other individual achievements. Based on these accomplishments, the Compensation Committee determined that the individual performance of each named executive officer exceeded target performance in varying degrees and elected to cap the percentage multiple for Mr. Longe, Mr. Kuta and Ms. Shepston was 170%. For Mr. Scheatzle, the Compensation Committee considered various factors, including Mr. Scheatzle's leadership in strengthening the NobelClad team and his efforts in furthering the European consolidation and driving application development in a continuing difficult market, and determined a percentage multiple of 130%. For Mr. Grieves, the Compensation Committee acknowledged the growth and accomplishments at 125% for each officer.

DynaEnergetics, including record sales of $237.4 million, market share growth of DynaSelect and DynaStage and contributions to improved gross profit, and determined a percentage multiple of 180%.

Results for Combined Performance Components - 2016Components—2018

Executive		Base Pay			Company/ Division Quantitative Performance Component Bonus			Individual Qualitative Performance Component Bonus			Total Bonus Earned for 2018
Kevin T. Longe		$	510,000		$	507,000		$	260,000		$	767,000
President/CEO
Michael Kuta		$	320,000		$	191,000		$	98,000		$	289,000
CFO
Michelle Shepston		$	270,000		$	107,000		$	55,000		$	162,000
Chief Legal Officer
John Scheatzle		$	275,000		$	49,000		$	43,000		$	92,000
President, NobelClad
Ian Grieves(1)		$	277,602		$	112,222		$	60,246		$	172,468
President and Managing Director, DynaEnergetics

---

(1)

Mr. Grieves base pay of €235,000 and bonus amounts converted from Euros to US$ at 1.1813.

Executive	Base Pay	Company/Division Quantitative Performance Component Bonus	Individual Qualitative Performance Component Bonus	Total Bonus Earned for 2016
Kevin T. Longe President/CEO	$440,750	$0	$165,281	$165,281
Michael Kuta CFO	$275,000	$0	$61,875	$61,875
Michelle H. Shepston (1) Chief Legal Officer	$260,000 ($90,000)	$0	$35,519	$35,519
John Scheatzle President, NobelClad	$265,000 ($40,780)	$0	$6,625	$6,625
Ian Grieves President and General Manager, DynaEnergetics	$226,874	$0	$34,031	$34,031

(1) As

One-Time Discretionary Bonus

        In recognition of Mr. Grieves' contributions to the payment due to Ms. Shepston underrecord performance at DynaEnergetics during 2018, the annual incentive plan was less than the guaranteed amount under her offer letter, she was paid the guaranteed amount.

Board awarded Mr. Grieves a one-time discretionary bonus of $100,000 on February 26, 2019.

Long-Term Equity Incentives.

2016 Grants

Incentives

        The Committee believes that long-term equity incentive grants are important in aligning executives with the long-term performance of the Company. The Committee determined long-term incentive grants based on a fixed number of shares. In 2016 NEOs2018, the named executive officer received the following

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grants of restricted stock, awards, which are 50% time-vestedRSUs and 50% performance-vested. In particular:

The time-vested shares vest:

50% one year from the date of grant; and

50% two years from the date of grant.

The performance-vested shares vest as follows:

0-100% of the shares are earned on a preliminary basisPSUs, each granted pursuant to the extent specific performance goals are met in the two fiscal years ending after the date of grant; and

Shares earned are subject to one year of additional time-vesting.

The performance goals include:

–	Achievement of Adjusted EBITDA* against a pre-established two year performance goal; and

–	The two-year relative TSR of the Company’s shares in comparison to the TSR of shares of the Company’s peer group.

–	The Adjusted EBITDA* goal and the TSR goals are weighted equally.

–	A combination vested percentage score of 100% or greater indicates that all performance shares are vested.

For the 2016-2017 performance period the Adjusted EBITDA* target is average Adjusted EBITDA* for the 2016 and 2017 years of $33.0 million. Performance vesting for the Adjusted EBITDA* component would be computed as follows:Omnibus Incentive Plan (the "Plan"):

Name		Title		Number of Shares of Restricted Stock/ RSUs Granted		Number of PSUs Granted
Two Year Average Adjusted EBITDA* (millions) Kevin T. Longe	Percent Vested	President and Chief Executive Officer		20,000 Shares			10,000
<Michael Kuta $-0-	-0-%	Chief Financial Officer		8,000 Shares			4,000
> $-0- Michelle Shepston< $3.3	5%	Vice President and Chief Legal Officer		6,000 Shares			3,000
> $3.3 John Scheatzle< $6.6	10%	President, NobelClad		6,000 Shares			3,000
> $6.6 Ian Grieves< $9.9	15%
> $9.9< $13.2	20%
> $13.2 < $16.5 President and Managing Director, DynaEnergetics	25%
> $16.5< $19.8	30%
> $-19.8< $23.1 6,000 RSUs	35%
> $-23.1< $26.4	40%
> $26.4< $29.7	45%
> $29.7< $33 3,000	50%

For

        These grants had the 2016-2017following features and terms:

2018 Restricted Stock/ RSU grants

•

Restricted stock will vest over a three-year period with one-third of such shares vesting on each of the first, second and third anniversaries of the grant date.



•

RSUs are granted to non-US NEOs. Each RSU represents the right to receive one share of the Company's stock upon vesting and will be subject to the same three-year vesting period.

2018 PSU Grants

•

A target number of PSUs is awarded on the grant date, and each executive officer is eligible to earn a number of PSUs between 0% and 200% of the number of targeted PSUs awarded.



•

The PSUs earned, if any, will cliff vest at the end of the third year following the year of grant based on the degree of satisfaction of the PSU performance conditions.



•

The actual number of PSUs earned and vested over a three fiscal year period (the "Performance Period") is dependent on achievement of two independent goals, equally weighted:



•

The achievement of a targeted Adjusted EBITDA* goal; and



•

TSR performance relative to the peer group.



•

Each earned PSU represents the right to receive one share of the Company's common stock.

Vesting of Prior Awards

        Performance vested restricted stock and RSUs granted on February 19, 2015 vested on February 19, 2018 based on the following:

•

Achievement of average Adjusted EBITDA* over 2015-2016 of $11.1 million against a pre-established two-year performance goal of $37.0 million;



•

A relative two-year TSR goal is calculated as follows:of the Company's shares in 2015 and 2016 5% below the TSR of shares of the Company's peer group during this period; and

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•

An additional one-year of time vesting after the two-year performance period.

				Number of Performance Vested Restricted Stock/RSUs
Name		Title		Granted(1)		Vested
2-Year Relative TSR Kevin T. Longe	Percent Vested	President and Chief Executive Officer		10,000 Shares		6,231 Shares
</= 50% below the PG Avg. TSR Michael Kuta	0%	Chief Financial Officer		2,667 Shares		1,662 Shares
40% below the PG Avg. TSR Ian Grieves	5%
30% below the PG Avg. TSR	10%
20% below the PG Avg. TSRPresident and Managing Director, DynaEnergetics	15%
10% below the PG Avg. TSR	20%
Equal to the PG Avg. TSR2,667 RSUs	25%
10% above the PG Avg. TSR	30%
20% above the PG Avg. TSR	35%
30% above the PG Avg. TSR	40%
40% above the PG Avg. TSR	45%
50% above the PG Avg. TSR	50%1,662 Shares

---

The calculation

(1)

Number of total vested performance vested restricted stock/RSUs would be determined as follows:

(i)	The percent vested attributable to the Adjusted EBITDA* component; plus

(ii)	The percent vested attributable to the relative TSR component; times

(iii)	The total number of performance vested shares

Payassuming target performance achieved. The maximum numbers were 20,000 for Performance

2016 compensationMr. Longe and 6,000 for the NEOs was allocated between base salary, annual incentive compensationMessrs. Kuta and longer-term awards as follows:Grieves.

(1)	Annual incentive percentages are based on target amounts as per Compensation Committee plan design.

(2)	The long-term equity-based percentages are calculated utilizing amounts disclosed in the “Grants of Plan-Based Awards” table assuming performance-based awards are granted at maximum payouts.

(3)	Other Named Executive Officers excludes Ms. Shepston and Mr. Scheatzle, as they were NEOs for only a portion of 2016.

The Company continues to emphasize a strong pay-for-performance philosophy that is managed through a combination of base salary, short-term incentives and long-term incentives. The annual incentive plan for NEOs has a significant portion that is weighted to Company performance, including TSR on the Company’s stock. For 2016, at-risk compensation (i.e., excluding base salary) for our CEO was 61% and for other NEOs averaged 46% of total compensation.

How

Compensation Decisions are Made

Setting Process

Our executive compensation program is administered by our Compensation Committee. Below is a discussion of the process and procedures followed by the Compensation Committee in determining the 20162018 compensation of our named executive officers as well as in setting the 2017 compensation levels and framework for 2017 performance bonus opportunities.

officers.

Roles of the Parties Involved in Executive Compensation Decisions

Role of Compensation Committee.Committee.    As provided in the Compensation Committee Charter, the Compensation Committee is composed of at least three non-employee directors who are also “independent"independent directors,”" as defined under the applicable corporate governance rules of NASDAQ.Nasdaq. The Compensation Committee and operates pursuant to its Charter and determines the compensation arrangements of our named executive officers and recommends to the Board for its consideration and approval the aggregate amount of equity-based compensation for our other employees.officers. The Compensation Committee seeks to ensure that our compensation policies and practices are consistent with our values and pay philosophy.

Role of Independent Compensation Consultant.    Since early 2006, the Compensation Committee has engaged an independent compensation consultant to assist the Compensation Committee in making compensation decisions with respect tofor the named executive officers. The Compensation Committee’s current compensation consultant is Compensation & Benefit Solutions, LLC (“CBS”). The compensation consultant reviews the Company’sCompany's overall executive officer and director compensation in comparison to other comparably-sized public companies in industries similar to the Company’s,Company's, helps the Compensation Committee identify the appropriate mix of compensation components for compensating our executive officers, and facilitates the Compensation Committee’sCommittee's determination of our executive officers’officers' incentive based compensation. CBSThe 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.

        The 2018 compensation decisions described above were made with the assistance of Pearl Meyer. 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. The Compensation Committee has assessed the independence of CBSPearl Meyer and concluded that its work does not raise any conflicts of interest.

Role of Chief Executive Officer in Compensation Decisions.    Our Chief Executive Officer confers with the Chairman of the Compensation Committee in recommending for the Compensation Committee’sCommittee's approval the base salary compensation for the named executive officers other than himself. Our Chief Executive Officer also proposed recommendations to the Compensation Committee as to the performanceprovided a review of the named executive officers other(other than himselfhimself) in meeting performance objectives for the qualitative portion of the 20162018 performance bonus. Notwithstanding the foregoing, the Compensation Committee ultimately determined compensation levels and amounts for all named executive officers.

Compensation Peer Group

For 2016, our compensation peer group, for purposes determining market compensation as well as for purposesTable of determining relative performance, was as follows:Contents

Ampco-Pittsburgh Corporation	Hurco Companies, Inc.	Rudolph Technologies, Inc.
Cal Drive International, Inc.	Lydall, Inc.	Sun Hydraulics Corporation
Core Molding Technologies, Inc.	MFRI, Inc.	Tesco Corporation
Electro Scientific Industries Inc.	NN, Inc.	The L.S. Starrett Company
Graham Corporation	PMFG, Inc.	Ultratech, Inc.

While our legacy businesses principally served the global industrial infrastructure markets, in recent years we have derived a growing portion of our sales from the upstream energy industry. To reflect this evolution, we have revised the roster of peer companies from which we determine market compensation and to which we compare our performance. For 2017, our peer group is listed below. It now includes several businesses from the oil and gas services sector.

Ampco-Pittsburgh Corp.	Hardinge Inc.	Rudolph Technologies Inc.
Aspen Aerogels, Inc.	Hurco Companies Inc.	SAExploration Holdings, Inc.
Broadwind Energy, Inc.	ION Geophysical Corporation	SIFCO Industries Inc.
CECO Environmental Corp.	Kadant Inc.	Tesco Corporation
Dawson Geophysical Company	Key Technology, Inc.	The L.S. Starrett Company
Electro Scientific Industries Inc.	MFRI, Inc.	Twin Disc, Incorporated
Graham Corporation	Natural Gas Services Group Inc.	USA Compression Partners, LP

Governance

We seek to promote good governance and best practices in compensation. Some of the most important governance and compensation best practices are highlighted below:

Stock ownership guidelinesOwnership Guidelines.

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

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.

Clawback policy.Recoupment Policy

In August 2015, the Board adopted a policy to clawback certain executive compensation in the event of an accounting restatement resulting from a material noncompliance with financial reporting requirements under the Federal securities laws. The policy covers all of the Company’sCompany's current and future named executive officers and applies to incentive compensation paid by the Company (annual bonuses and other short- and long-term incentives, restricted stock and other equity awards).

Anti-pledging and hedging policies.We adopted policies prohibiting pledging and hedging of Company stock in 2014.

No tax gross-ups. We do not provide Section 280G or any other tax gross-ups to our named executive officers.

2017 Compensation Decisions

For 2017, the Compensation Committee considered the following factors in it compensation decisions:

The continuing challenging market conditions in the NobelClad and DynaEnergetics markets, with observed indications of improvement, particularly in DynaEnergetics business;

The expected impacts of improved market conditions in our industries and related industries on the opportunities available to our management team;

Reported versus realized compensation data for 2014, 2015 and 2016;

The compensation levels of our revised peer group; and

Feedback from our stockholders and advisors on compensation design.

As discussed above, the Compensation Committee and Board elected to hold 2017 base salaries again at 2014 levels. Grantspolicy will be updated pending final recoupment rules implemented under the annual incentive plan for named executive officers were generally consistent with prior periods.

Based on feedback from our stockholdersDodd-Frank Act.

Tax Considerations

        We consider the impact of various tax and others, we have elected to change the structure of our long term equity incentive awards, with such awards to consist of performance share units (“PSUs”) and restricted stock or restricted stock units (“RSUs”). The new structure has the following features for 2017:

PSU Features	● Each PSU represents the right to receive one share of the Company’s stock, contingent on the achievement of certain performance conditions ● A target number of PSUs is awarded on the grant date, and each executive officer is eligible to earn a number of shares of common stock between 0% and 200% of the number of targeted PSUs awarded. ● The PSUs earned, if any, will cliff vest at the end of the third year following the year of grant based on the degree of satisfaction of the PSU performance conditions.
PSU Performance Conditions	● The actual number of PSUs earned and vested over a three fiscal year period (the “Performance Period”) is dependent on achievement of two independent goals, equally weighted: - The achievement of a targeted Adjusted EBITDA* goal - TSR performance relative to a disclosed peer group
Restricted Stock/ RSU Features	● Restricted stock will vest over a three year period with one-third of such shares vesting on each of the first, second and third anniversaries of the grant date. ● Where RSUs are granted, each RSU represents the right to receive one share of the Company’s stock upon vesting and will be subject to the same three-year vesting period.

As of February 22, 2017, the Compensation Committee recommended and the Board approved the following grants of restricted stock, RSUs and PSUs to the named executive officers:

Name	Title	Number of Shares of Restricted Stock/RSUs Granted	Number of PSUs Granted
Kevin Longe	President and Chief Executive Officer	20,000 Shares	10,000
Michael Kuta	Chief Financial Officer	8,000 Shares	4,000
Michelle H. Shepston	Vice President and Chief Legal Officer	6,000 Shares	3,000
John Scheatzle	President, NobleClad	6,000 Shares	3,000
Ian Grieves	President and General Manager, DynaEnergetics	6,000 RSUs	3,000

Retention Grants

The Compensation Committee determined that it would be advisable to take certain steps to ensure the retention of our tenured management team members. In particular, the Committee believes it is very important that the team that positioned us for the industry turn-around be present to lead us through that turn-around as conditions improve. As of February 22, 2017, the Compensation Committee recommended and the Board approved a one-time grant of restricted stock or RSU’s pursuant to the 2016 Omnibus Incentive Plan to certain of the Company’s officers as retention grantsaccounting rules in the amounts set forth below:

Name	Title	Number of Shares of Restricted Stock/RSUs Granted
Kevin T. Longe	President and Chief Executive Officer	100,000 Shares
Michael Kuta	Chief Financial Officer	35,000 Shares
Ian Grieves	President and General Manager, DynaEnergetics	25,000 RSUs

Each retention grant set forth above vests over a five-year period, with one-third of such shares vesting on each of the third, fourth and fifth anniversaries of the grant date.

Compensation Risk Assessment

Our Compensation Committee considered whetherimplementing our compensation programs encourage excessive risk-taking by employees atprogram. We have historically structured incentive compensation arrangements with a view toward qualifying them as performance-based compensation exempt from 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, are balanced 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

Underdeduction limitations under Section 162(m) of the Internal Revenue Code, unless various conditions are metalthough we have viewed and continue to view the availability of a tax deduction as only one relevant consideration. The Compensation Committee believes that enableits 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 qualifySection 162(m), but with a transition rule that preserves the performance-based compensation exemption for certain arrangements and awards in place as “performance-based,”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 annualperformance-based compensation paid to our named executive officers (other than our CFO) will be tax-deductible onlyexemption to the extent that it does not exceed $1,000,000. Our equity incentive plans have been designed to permitpracticable and consistent with the Compensation Committee to grant awards that may qualify as performance-basednon-tax compensation for purposesprogram objectives noted above.

Table of Section 162(m) of the Code provided certain other requirements are met. The Compensation Committee generally intends that compensation paid by the Company will be tax-deductible. However, it may choose to pay nondeductible compensation if it deems it necessary or desirable to attract, retain and reward the executive talent necessary for our success. For example, restricted stock and restricted stock unit awards that include time-based vesting do not satisfy the conditions of Section 162(m) of the Code for qualifying performance-based compensation.

Contents

SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 20162019

Name and Principal Position		Year			Salary ($)			Bonus ($)			Stock Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
Kevin T. Longe			2018		$	510,000		$	—		$	719,650		$	767,000		$	78,373	(2)	$	2,075,023
Chief Executive Officer			2017		$	440,750		$	—		$	2,059,750		$	427,991		$	38,895		$	2,967,386
			2016		$	440,750		$	—		$	190,500		$	165,281		$	58,516		$	855,047
Michael Kuta			2018		$	320,000		$			$	287,860		$	289,000		$	58,745	(3)	$	955,605
Chief Financial Officer			2017		$	275,000		$	—		$	745,650		$	159,060		$	43,126		$	1,222,836
			2016		$	275,000		$	—		$	76,200		$	61,875		$	41,462		$	454,537
Michelle Shepston(4)			2018		$	270,000		$	—		$	215,895		$	162,000		$	37,635	(5)	$	685,530
Vice President, Chief			2017		$	260,000		$	—		$	148,425		$	106,496		$	26,811		$	541,732
Legal Officer and Secretary			2016		$	90,000		$	—		$	112,900		$	35,519		$	3,989		$	242,408
John Scheatzle(6)			2018		$	275,000		$	—		$	215,895		$	92,000		$	44,949	(7)	$	627,844
President, NobelClad			2017		$	265,000		$	—		$	148,425		$	47,700		$	48,775		$	509,900
			2016		$	40,789		$	75,000		$	—		$	6,625		$	13,535		$	135,940
Ian Grieves			2018		$	277,602		$	—		$	215,895		$	172,468		$	34,832	(8)	$	700,797
President and General			2017		$	254,228		$	—		$	539,675		$	182,434		$	33,437		$	1,009,774
Manager, DynaEnergetics			2016		$	226,874		$	—		$	50,800		$	34,031		$	30,810		$	342,515

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Name and Principal Position		Year		Salary ($)				Bonus ($)				Stock Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)					All Other Compensation ($)						Total ($)
Kevin T. Longe		2016		$	440,750			$	—			$	190,500			$	165,281				$	58,516			(3)		$	855,047
Chief Executive Officer		2015		$	440,750			$	—			$	452,400			$	165,000		(2	)	$	27,364			(3)		$	1,085,514
		2014		$	440,750			$	—			$	675,000			$	293,980				$	48,667			(3)		$	1,458,397
Michael Kuta (3)		2016		$	275,000			$	—			$	76,200			$	61,875				$	41,462			(5)		$	454,537
Chief Financial Officer		2015		$	275,000			$	—			$	191,018			$	89,000		(2	)	$	32,927			(5)		$	587,945
		2014		$	206,250			$	—			$	190,400			$	123,750				$	49,080			(5)		$	569,480
Michelle Shepston (6)		2016		$	90,000			$	—			$	112,900			$	35,519				$	3,789			(7)		$	242,208
Vice President, Chief Legal Officer and Secretary
John Scheatzle (8)		2016		$	40,780			$	75,000			$	—			$	6,625				$	13,535			(9)		$	135,940
President, NobelClad
Ian Grieves		2016		$	226,874			$	—			$	50,800			$	34,031				$	30,810			(6)		$	342,515
President and General		2015		$	227,571			$	—			$	120,655			$	34,000		(2	)	$	22,558			(6)		$	404,784
Manager, DynaEnergetics		2014		$	272,445			$	—			$	180,023			$	137,530				$	22,558			(6)		$	612,556

(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 2017 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. One-half of the restricted stock awards granted in 2016 is performance-based. For additional information about these restricted stock awards, refer to Note 4 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018. The performance-based portion of the award assumes target performance will be achieved. For Mr. Longe, Mr. Kuta, Ms. Shepston, Mr. Scheatzle, and Mr. Grieves the grant date fair value of their 2018 stock awards assuming maximum achievement of performance metrics would be $988,500, $395,400, $296,550, $296,550, and $296,550, respectively.

(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. The grant date fair values of restricted stock awards were based on the market price of our stock on the grant dates. One-half of the restricted stock awards granted in 2016, 2015 and 2014 are performance-based. For additional information about these restricted stock awards, refer to Note 4 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015. The performance-based portion of the award assumes target performance will be achieved. For Messrs. Longe, Kuta, and Grieves the grant date fair value of their 2016 stock awards assuming maximum achievement of performance metrics would be $254,000, $101,600 and $67,742, respectively.

(2)

As disclosed in 2016, our named executive officers agreed that the annual performance bonus for 2015 that was to be paid in cash in February 2016 would be paid in shares of restricted stock having an equal value to the cash award (based on the share price on February 18, 2016) and vesting one-third on each of the anniversary dates. The amounts for Messrs. Longe and Kuta were $165,000 (25,984 shares) and $89,000 (14,016 shares), respectively, and were paid in shares of restricted stock from our 2006 Equity Incentive Plan on May 12, 2016 upon stockholder approval of the amendment to that plan to increase the number of shares available for issuance. The amounts for Mr. Grieves was $34,000 (5,354 shares), which was paid by the issuance of shares of restricted stock on February 18, 2016.

(3)

Includes housing and relocation expenses ($1,795 in 2016 and $6,956 in 2014), expenses relating to a company-leased automobile that was provided to Mr. Longe ($9,192 in 2016, $15,040 in 2015, and $20,782 in 2014) (2) Includes dividends on unvested equity awards ($42,383), insurance premium payments ($19,198), matching contributions under the company's 401(k) plan ($11,000), and reimbursement of professional fees for financial planning advisory services ($5,792). (3) Includes dividends on unvested equity awards ($20,394), automobile and fuel allowances ($17,464), matching contributions under the company’s 401(k) plan ($10,600 in 2016, $10,600 in 2015, and $10,400 in 2014), insurance premium payments ($7,358 in 2016, $1,724 in 2015, and $5,634 in 2014), commuting expenses of $16,143 in 2016, airline club memberships of $1,589 in 2016, dividends on unvested equity awards of $11,839 in 2016, and reimbursement of professional fees for financial planning advisory services ($4,895 in 2014). Automobile expenses include monthly lease payments and all operating expenses (gas, maintenance, insurance, etc.).

(4)	Mr. Kuta was appointed as our Chief Financial Officer on March 31, 2014.

(5)

Includes housing and relocation expenses ($7,670 in 2016 and $37,921 in 2014), automobile expenses ($17,654 in 2016, $11,163 in 2015 and $11,159 in 2014), matching contributions under the Company’s 401(k) plan ($10,600 in 2016 and $10,600 in 2015), dividends on unvested equity awards of $3,814 in 2016, and insurance premium payments of $1,724 in 2016. Automobile expenses include monthly lease payments or a monthly allowance and all operating expenses (gas, maintenance, insurance, etc.).

(6)	Ms. Shepston was appointed as Vice President, Chief Legal Officer and Secretary on August 30, 2016.

(7)	Includes matching contributions under the Company’s 401(k) plan of $3,214 in 2016 and insurance premiums of $575 in 2016.

(8)	Mr. Scheatzle was appointed as President of NobelClad on November 15, 2016. He received at $75,000 sign-on bonus in conjunction with commencement of employment.

(9)	Includes housing and relocation expenses of $9,898 in 2016, automobile expenses of $1,754 in 2016, matching contributions under the company’s 401(k) plan of $1,638 in 2016, and insurance premiums paid by the company of $245 in 2016. Automobile expenses include a monthly allowance and all operating expenses (gas, maintenance, insurance, etc.).

(10)

Includes expenses relating to a company-leased automobile that was provided to Mr. Grieves ($21,813 in 2016, $12,016 in 2015, and $14,385 in 2014), company contributions to pension plan ($8,232 in 2016, $6,439 in 2015, and $8,173 in 2014), and statutory holiday pay ($765 in 2016 and $404 in 2015). Automobile expenses include monthly lease payments and all operating expenses (gas, maintenance, insurance, etc.). Mr. Grieves’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 an average exchange rate for 2016 of 1.1067.

NON-QUALIFIED DEFERRED COMPENSATION

Directors

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 2016, Messrs. Cohen and Graff 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.

NEOs

NEOs are eligible to defer a portion of their annual salary, their annual incentive bonus, and their equity awards through the 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 Plan401(k) plan ($11,000), insurance premium payments ($7,775), and reimbursement of professional fees for financial planning advisory services ($2,112).

(4)

Ms. Shepston was appointed as Vice President, Chief Legal Officer and Secretary on August 30, 2016.

(5)

Includes automobile and fuel allowances ($19,122), matching contributions under the Company's 401(k) plan ($11,000), insurance premiums ($6,326), and dividends on unvested equity awards ($1,187).

(6)

Mr. Scheatzle was appointed as President of December 31,NobelClad on November 15, 2016.

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(7)

Includes automobile and fuel allowances ($13,812), matching contributions under the company's 401(k) plan ($11,000), commuting expenses ($8,265), insurance premiums paid by the company ($6,957), tax reimbursements paid by the company ($3,341) and dividends on unvested equity awards ($1,574).

(8)

Includes expenses relating to a company-leased automobile that was provided to Mr. Grieves ($25,124) and company contributions to insurance and pension plans ($9,708). 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 1.1813 for 2018, 1.1299 for 2017, and 1.1067 for 2016.

Name	Executive contributions in last FY ($)			Registrant contributions in last FY ($)(1)			Aggregate earnings in last FY ($)(2)			Aggregate withdrawals/distributions ($)			Aggregate balance at last FYE ($)
Kevin T. Longe	$	—		$	514,520		$	885,726		$	—		$	1,679,346
Michael Kuta	—			241,960			328,304			—			644,826
Michelle H. Shepston	—			—			—			—			—
John Scheatzle	—			—			—			—			—
Ian Grieves	—			—			—			—			—

(1)

Mr. Longe’s contributions were 40,000 shares of restricted stock granted on February 18, 2016 and 25,984 shares of restricted stock contributed on May 12, 2016. Mr. Kuta’s contributions were 16,000 shares of restricted stock granted on February 18, 2016 and 14,016 shares of restricted stock contributed on May 12, 2016. These shares are reported as compensation in the Summary Compensation Table (See Notes 1 and 2).

(2)	Earnings on the amounts deferred represent the change in the Company stock price from contribution dates to the end of the year.

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR-END 2016

													Estimated Possible Payouts Under Equity Incentive Plan Awards (#)(3)
				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards($)(1)(2)
																									Grant Date Fair Value of Stock Awards ($)(3)
													Performance-Based Awards
																						All Other Stock Awards (#)
Name		Grant Date		Threshold			Target			Maximum			Threshold			Target			Maximum
Kevin T. Longe		N/A		$	—		$	510,000		$	918,000
Restricted Stock Awards(4)		February 27, 2018																					20,000		$	455,000
PSU(4)		February 27, 2018												—			10,000			20,000			—		$	264,650
Michael Kuta		N/A		$	—		$	192,000		$	345,600
Restricted Stock Awards(4)		February 27, 2018																					8,000		$	182,000
PSUs(4)		February 27, 2018												—			4,000			8,000			—		$	105,860
Michelle Shepston		N/A		$	—		$	108,000		$	194,400
Restricted Stock Awards(4)		February 27, 2018																					6,000		$	136,500
PSUs(4)		February 27, 2018												—			3,000			6,000			—		$	79,395
John Scheatzle		N/A		$	—		$	110,000		$	198,000
Restricted Stock Awards(4)		February 27, 2018																					6,000		$	136,500
PSUs(4)		February 27, 2018												—			3,000			6,000			—		$	79,395
Ian Grieves		N/A		$	—		$	111,041		$	199,874
Restricted Stock Units(4)		February 27, 2018																					6,000		$	136,500
PSUs(4)		February 27, 2018												—			3,000			6,000			—		$	79,395

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											Estimated Possible Payouts Under Equity Incentive Plan Awards (#)(3)
		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards($)(1)(2)									Performance-Based Awards						All Other Stock Awards (#)		Grant Date Fair Value of Stock Awards ($)(3)
Name	Grant Date	Threshold			Target			Maximum			Threshold		Target		Maximum
Kevin T. Longe (4)(5)	N/A	$	—		$	440,750		$	793,350
Restricted Stock	February 18, 2016										—		10,000		20,000		20,000		$	190,500
Michael Kuta (4)(5)	N/A	$	—		$	165,000		$	297,000
Restricted Stock	February 18, 2016										—		4,000		8,000		8,000		$	76,200
Michelle Shepston (4)(5)	N/A (6)	$	—		$	34,668		$	62,400
Restricted Stock	August 30, 2016																10,000		$	112,900
John Scheatzle (5)	N/A (7)	$	—		$	12,500		$	23,850
Ian Grieves (4)(5)	N/A	$	—		$	90,750		$	163,349
Restricted Stock Units	February 18, 2016										—		2,667		5,333		5,334		$	50,800

(1)

(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, Scheatzle and Grieves 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 2016, and in the case of Messrs. Scheatzle and Grieves, Adjusted EBITDA* as a percentage of revenue of the NobelClad and DynaEnergetics divisions, respectively, subject to application of a bonus multiplier of +/- 10% (but not to increase payment beyond the 180% maximum of the potential bonus) based on the number of days by which NobelClad (in the case of Mr. Scheatzle) or DynaEnergetics (in the case of Mr. Grieves) increases or decreases its average working capital cash collection cycle during 2016 from the targets established by management.

(3)

Awards granted to all named executive officers were in the form of shares of restricted stock awards or restricted stock units. 50% of the equity incentive plan awards received by the named executive officers are performance-based awards and the remaining 50% of the equity incentive plan awards are non-performance based awards. The non-performance based awards vest 50% vest on each of the first two anniversary dates of grant. The performance-based awards vest on the third anniversary date of grant based upon the achievement of certain financial performance objectives. The target award for these performance-based awards is 50% of the total grant. These awards were granted on February 18, 2016.

(4)

In February 2016, Messrs. Longe, Kuta, and Grieves agreed that the annual performance bonuses for 2015 that were to be paid in cash in February 2016 would be paid in shares of restricted stock having a value equal to the cash award and vesting one-third on each of the anniversary dates. The number of shares issued to each of Messrs. Longe, Kuta and Grieves were 25,984 shares, 14,016 shares and 5,354 shares, respectively. Although these shares were issued in 2016, they constitute 2015 compensation and are therefore not reflected in this table. See Note 2 to the Summary Compensation Table above. On August 30, 2016, Ms. Shepston was awarded 10,000 shares of restricted stock, vesting one-third on each of the anniversary dates. The closing market price on August 30, 2016 was $11.29.

(5)

In accordance with FASB ASC Topic 718, the grants reflects the grant date fair value of the awards based upon the quoted closing market price per share of our common stock on the respective dates. For the equity awards that are subject to performance-based vesting, we have calculated the value at the grant date based upon the achievement of the target level of performance. The closing market price on February 18, 2016 was $6.35, on May 12, 2016 was $9.98, and on August 30, 2016 was $11.29. Dividends of $0.08 per share were paid in 2016 on restricted stock awards granted to Messrs. Longe and Kuta, and dividends of $0.02 per share were paid in 2016 on restricted stock awards granted to Ms. Shepston. The awards granted to Mr. Grieves 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.

(6)	Reflects annual incentive plan amounts, pro-rated for the portion of the year employed during 2016. Pursuant to Ms. Shepston’s offer letter, we agreed for her first 12 months of employment, to guarantee a bonus equal to the greater of (a) 40% of her base salary, or (b) the performance bonus

payable under the Company’s annual incentive plan uponare reported in the non-equity incentive plan column of the Summary Compensation Table. With respect to Messrs. Longe, Kuta, Scheatzle and Grieves 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 2018, and in the case of Messrs. Scheatzle and Grieves, Adjusted EBITDA* as a percentage of revenue of the NobelClad and DynaEnergetics divisions, respectively, subject to application of a bonus multiplier of +/– 10% (but not to increase payment beyond the 180% maximum of the potential bonus) based on the number of days by which NobelClad (in the case of Mr. Scheatzle) or DynaEnergetics (in the case of Mr. Grieves) increases or decreases its average working capital cash collection cycle during 2017 from the targets established by management. Mr. Grieves payouts under non-equity incentive plan is paid in Euros and was converted to U.S. dollars using an exchange rate of 1.1813.

(3)

Awards granted to named executive officers included restricted stock awards or restricted stock units and performance share units. Restricted stock awards and restricted stock units vest in one-third increments on the first, second, and third anniversary of the grant date. 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, equally-weighted performance conditions—the achievement of a targeted Adjusted EBITDA goal and total shareholder return (TSR) performance relative to a disclosed peer group. These awards were granted on February 27, 2018.

(4)

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 performance objectives, with such amounttarget level of performance. Quarterly dividends of $0.02 per share were paid in 2018 on restricted stock awards granted to Messrs. Longe, Kuta, and Scheatzle and Ms. Shepston. The awards granted to Mr. Grieves were in the form of restricted stock units which do not qualify for 2016 to be pro-rated for the portiondividends until shares of common stock are issued on each of the year employed during 2016.respective vesting dates.

(7)	Reflects annual incentive plan amounts, pro-rated for the portion of the year employed during 2016.

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EMPLOYMENT AGREEMENTS

During 2016,2018, the Company had an employment agreement with Mr. Longe and agreements to compensate Messrs. Kuta, Scheatzle and Grieves 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 the terms and form of an 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’sLonge's employment agreement provides for an annual base salary, of $430,000, 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 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 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 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 us 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 hereunderunder the 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 Mr. Longe of a willful act or failure to act of misconduct which is injurious to the Company, including, but not limited to, material violations of any Company policy (such as the Company's codeCode of ethics)Ethics); (iv) conviction or a plea of guilty or nolo contendere in connection with fraud or any crime that constitutes a felony in the 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 Company.

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Mr. Longe’sLonge's agreement provides that if a Change in Control 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 paid an amount equal to two years of salary and 200% of the average annual bonus earned over the preceding three years. In addition, the vesting will immediately accelerate on all of Mr. Longe’sLonge's restricted stock or other equity awards.

awards will immediately vest.

Generally, a “Change"Change in Control Event”Event" means (i) a person or group acquire 25% of more of the Company’sCompany's stock; (ii) over a 24-month period the members of the Board at that time, or their appointees, fail to constitute a majority of the Board; (iii) the 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’sCompany's stockholders approve the liquidation or dissolution of the Company. Generally, a “Material Change”"Material Change" means (i) a material change in Mr. Longe’sLonge's functions, duties or responsibilities from those before the Change in Control Event; (ii) the Company assigns or reassigns him to another place of employment at least fifty miles from Boulder, Colorado; (iii) his salary and other compensation are reduced, ofreduced; or (iv) a purchaser of all or substantially all of the company’scompany's assets fails to assume Mr. Longe’sLonge's employment agreement.

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

Michael Kuta

Our offer letter with Mr. Kuta dated February 23, 2014, provided a base salary, of $275,000, with participation in the annual incentive plan at a target level of 60% of base salary. For 2014, Mr. Kuta was guaranteed a bonus equal to the greater of (i) 60% of his base salary earned in 2014, or (ii) the performance bonus payable under the plan upon achievement of the 2014 performance objectives, pro-rated for the time Mr. Kuta was employed in 2014. We also agreed to grant Mr. Kuta a signing bonus of 10,000 shares of restricted stock, effective as of his start of employment. Mr. Kuta is also eligible to participate in various Company benefit programs. We agreed to pay Mr. Kuta a one-time severance payment equal to 18 months of his then-current base salary if his employment was terminated as a result of a change of control of the Company. The definition of change of control is generally followssimilar to the definition of Change of Control Event in Mr. Longe’sLonge's employment agreement.

Michelle H. Shepston

Our offer letter with Ms. Shepston dated July 17, 2016 provided a base salary, of $260,000, with participation in the annual incentive plan at a target level of 40% of base salary. For the first 12 months of employment, Ms. Shepston iswas guaranteed to receive a bonus under the annual incentive plan equal to the greater of (a) 40% of her base salary orand (b) the performance bonus payable under the Company’sCompany's plan upon achievement of the performance objectives, with such amount to be pro-rated into the yearly payouts occurring in each of 2017 and 2018. We also agreed to grant Ms. Shepston a signing bonus of 10,000 shares of restricted stock, effective as of her start of employment. 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 as in accordance with Change of Control Event in Mr. Longe’sLonge'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.

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John Scheatzle

Our offer letter with Mr. Scheatzle dated October 7, 2016 provided a base salary, of $265,000, with participation in the annual incentive plan at a target level of 40% of base salary. We also agreed to grant Mr. Scheatzle a signing bonus of $75,000, effective as of his start of employment. Mr. Scheatzle is also eligible to participate in various Company benefit programs. We agreed to pay Mr. Scheatzle a one-time severance payment equal to 12 months of his then-current base salary if his employment is terminated as a result of a change of control of the Company (defined substantially as in accordance with Change of Control Event in Mr. Longe’sLonge's employment agreement), and agreed to pay a one-time severance payment equal to six months of his then-current base salary if his employment is terminated without cause other than in connection with a change of control.

Ian Grieves

DynaEnergetics Holding GmbH entered into an employment agreement with IanMr. Grieves dated as of July 26, 2013, which provided for an annual base salary, of EUR 200,000, with participation in the annual incentive plan at a target level of 40% 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 effective during Mr. Grieves’Grieves' employment and for a period of two years following termination of employment. The Company agreed in February 2017 that Mr. Grieves’ base salary would be EUR 225,000, with a guarantee that this amount be equivalent to no less than $260,000, measured at the end

Table of each year based on the then-current exchange rate.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 20162018

		Stock Awards(1)
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 ($)(16)
Kevin T. Longe			20,000	(2)	$	702,400
			8,661	(3)	$	304,174
			13,334	(4)	$	468,290
			100,000	(5)	$	3,512,000
			10,000	(6)	$	351,200
			20,000	(8)	$	702,400
			10,000	(9)	$	351,200
Michael Kuta			8,000	(8)	$	280,960
			4,672	(3)	$	164,081
			5,334	(4)	$	187,330
			35,000	(5)	$	1,229,200
			4,000	(6)	$	140,480
			8,000	(8)	$	280,960
			4,000	(9)	$	140,480
Michelle Shepston			3,333	(10)	$	117,055
			4,000	(4)	$	140,480
			3,000	(6)	$	105,360
			6,000	(8)	$	210,720
			3,000	(9)	$	105,360
John Scheatzle			4,000	(4)	$	140,580
			3,000	(6)	$	105,360
			6,000	(8)	$	210,720
			3,000	(9)	$	105,360
Ian Grieves			5,333	(11)	$	187,295
			1,785	(12)	$	62,689
			4,000	(13)	$	140,480
			25,000	(14)	$	878,000
			3,000	(6)	$	105,360
			6,000	(15)	$	210,720
			3,000	(9)	$	105,360

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	Stock Awards (1)
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 ($)(9)
Kevin T. Longe	20,000	(2)	$317,000
	30,000	(3)	$475,500
	40,000	(4)	$634,000
	25,984	(5)	$411,864
Michael Kuta	3,333	(6)	$52,828
	8,000	(3)	$126,800
	16,000	(4)	$253,600
	14,016	(5)	$221,154
Michelle H. Shepston	10,000	(7)	$158,500
John Scheatzle	—		$—
Ian Grieves	5,333	(2)	$84,528
	8,000	(3)	$126,800
	10,667	(4)	$169,072
	5,354	(8)	$84,861

There were no outstanding options for the named executive officers at December 31, 2016.

(1)

(1) All shares in this table, with the exception of the restricted stock units granted to Mr. Grieves, qualify for dividends if and when the Company declares dividend payments. Mr. Grieves restricted stock units do not qualify for dividends until the shares of common stock are issued on each of the respective vesting dates. From the date of the earliest grant in this table until October 15, 2015, the Company paid a dividend of $0.04 per share each quarter. From and after October 16, 2015, the Company paid a dividend of $0.02 per share each quarter.

(2)	These restricted stock awards (for Mr. Longe) and restricted stock units (for Mr. Grieves) were granted on February 19, 2014 and are scheduled to vest on the third anniversary of the date of grant based upon the achievement of certain financial performance objectives.

(3)	These restricted stock awards were granted on February 19, 2015 and are scheduled to vest 66.7% on the third anniversary of the date of grant based upon the achievement of certain financial performance objectives and 33.3% on the second anniversary of the date of grant, subject to continued employment.

(4)	These restricted stock awards were granted on February 18, 2016 and are scheduled to vest 50% on the third anniversary of the date of grant based upon the achievement of certain financial performance objectives, and 25% vest on each of the first two anniversaries of the date of grant, subject to continued employment.

(5)	These restricted stock awards were granted on May 12, 2016 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 awards were granted on March 31, 2014 and are scheduled to vest on the third anniversary of the date of grant, subject to continued employment.

(7)	These restricted stock awards were granted on August 30, 2016 and are scheduled to vest one third on each of the first three anniversaries of the date of grant, subject to continued employment.

(8)	These restricted stock awards were granted on February 18, 2016 and are scheduled to vest equally on each of the first three anniversaries of the date of grant, subject to continued employment.

(9)	The fair market value is calculated as the product of (x) the closing price on December 31, 2016 of $15.85 per share and (y) the number of unvested shares or units.

Incentive Plans

Our 2006 Stock Incentive Plan expired on September 21, 2016. Our 2016 Omnibus Incentive Plan was approved by stockholders on November 4, 2016 and was effective as of September 21, 2016.

Under the respective award agreements, 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 executive’s employment agreement), the named executive officer shall, for no consideration, forfeit to us any 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 extent suchdate 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 October 15, 2015, the Company paid a dividend of $0.04 per share each quarter. From and after October 16, 2015, the Company paid a dividend of $0.02 per share each quarter.

(2)

These restricted stock awards were granted on February 18, 2016 and are scheduled to vest on the third anniversary of the date of grant based upon the achievement of a targeted Adjusted EBITDA goal and TSR performance relative to a disclosed peer group.

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(3)

These restricted stock awards were granted on May 12, 2016 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 22, 2017 and are scheduled to vest 50% on the second anniversary and 50% on the third anniversary of the date of grant, subject to continued employment.

(5)

These restricted stock awards were granted on February 22, 2017 and are scheduled to vest equally on each of the third, fourth, and fifth anniversaries of the date of grant, subject to continued employment.

(6)

These performance share units were granted on February 22, 2017 and are scheduled to vest on the third anniversary of the date of grant based upon the achievement of two separate, equally-weighted performance conditions—the achievement of a targeted Adjusted EBITDA goal and TSR performance relative to a disclosed peer group.

(7)

These restricted stock awards were granted on February 18, 2016 and are scheduled to vest on the third anniversary of the date of grant based upon the achievement of a targeted Adjusted EBITDA goal and TSR performance relative to a disclosed peer group.

(8)

These restricted stock awards were granted on February 27, 2018 and are scheduled to vest equally on each of the first three anniversaries of the date of grant, subject to continued employment.

(9)

These performance share units were granted on February 27, 2018 and are scheduled to vest on the third anniversary of the date of grant based upon the achievement of two separate, equally-weighted performance conditions—the achievement of a targeted Adjusted EBITDA goal and TSR performance relative to a disclosed peer group.

(10)

These restricted stock awards were granted on August 30, 2016 and are scheduled to vest on the third anniversary of the date of grant, subject to continued employment.

(11)

These restricted stock awards were granted on February 18, 2016 and are scheduled to vest on the third anniversary of the date of grant based upon the achievement of a targeted Adjusted EBITDA goal and TSR performance relative to a disclosed peer group.

(12)

These restricted stock units were granted on February 18, 2016 and are scheduled to vest on the third anniversary of the date of grant, subject to continued employment.

(13)

These restricted stock units were granted on February 22, 2017 and are scheduled to vest 50% on the second anniversary and 50% on the third anniversary of the date of grant, subject to continued employment.

(14)

These restricted stock units were granted on February 22, 2017 and are scheduled to vest equally on each of the third, fourth, and fifth anniversaries of the date of grant, subject to continued employment.

(15)

These restricted stock units were granted on February 27, 2018 and are scheduled to vest equally on each of the first three anniversaries of the date of grant, subject to continued employment.

(16)

The fair market value is calculated as the product of (x) the closing price on December 31, 2018 of $35.12 per share and (y) the number of unvested shares or units.

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STOCK VESTED DURING 2018

		Stock Awards(1)
Name		Number of Shares Acquired on Vesting (#)			Value Realized Upon Vesting ($)(2)
Kevin T. Longe			31,559		$	875,814
Michael Kuta			13,001		$	380,350
Michelle Shepston			5,333		$	180,220
John Scheatzle			2,000		$	42,400
Ian Grieves			5,403		$	123,878

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(1)

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

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 vested atmatched or subsidized by the timeCompany, nor are they eligible for above-market or preferential earnings.

        The following table shows information about the amount of such termination of employment. If thecontributions, earnings, and balances for each named executive officer’s employment terminates due to death or disability, or is terminated without cause, any unvestedofficer under the Company's Deferred Compensation Plan as of December 31, 2018.

Name		Beginning balance			Cash contributions(1)			Equity contributions(2)(3)			Aggregate earnings(4)			Aggregate distributions/ adjustments(5) ($)			Ending balance
Kevin T. Longe		$	5,888,979		$	—		$	682,500		$	2,569,878		$	346,255		$	9,795,102
Michael Kuta		$	2,228,641		$	119,295		$	273,000		$	956,100		$	699,437		$	3,477,599
Michelle Shepston		$	—		$	—		$	—		$	—		$	—		$	—
John Scheatzle		$	79,277		$	33,925		$	71,663		$	56,470		$	827		$	240,508
Ian Grieves		$	—		$	—		$	—		$	—		$	—		$	—

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(1)

Mr. Scheatzle's cash contribution was a portion of his annual salary and a portion of his Non-Equity Incentive Plan Compensation. Mr. Kuta's cash contribution was a portion of his Non-Equity Incentive Plan Compensation.

(2)

Equity contributions were comprised of 20,000 shares of restricted stock will immediately vestand 10,000 performance share units (PSUs) granted to Mr. Longe, 8,000 shares of restricted stock and 4,000 PSUs granted to Mr. Kuta, and 2,100 shares of restricted stock and 1,050 PSUs granted to Mr. Scheatzle on February 27, 2018. Share contributions are shown at the value on the contribution date ($22.75 per share). PSU contributions assume target performance will be achieved. These shares are reported as compensation in the Summary Compensation Table (See Notes 1 and 2).

(3)

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 executive’s terminationvesting terms of employment for such reason.the award.

(4)

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.

(5)

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. Adjustments represent the value of shares forfeited upon achievement of a portion of performance conditions of performance-based restricted stock granted in prior years.

STOCK VESTED DURING 2016

	Stock Awards (1)
Name	Number of Shares Acquired on Vesting (#)	Value Realized Upon Vesting ($)(2)
Kevin T. Longe	30,000	$179,000
Michael Kuta	6,000	$38,133
Michelle H. Shepston	—	$—
John Scheatzle	—	$—
Ian Grieves	6,667	$40,415

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

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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 change in controlother agreements and the equity incentive plans. See “Employment Agreements”"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’sofficer's employment is terminated for any reason other than (i) death, (ii) disability, or (iii) termination without cause (as defined in the executive’sexecutive's employment agreement), the named executive officer shall, for no consideration, forfeit to us any shares of restricted stock to the extent such shares are not vested at the time of such termination of employment. If the named executive officer’sofficer'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 the executive’sexecutive's termination of employment for such reason.

For purposes of this table, we have assumed the date of termination of employment (regardless of the circumstances) is December 31, 2016,2018, and that termination occurred under the terms of any current employment or change in control agreement. The price of our common stock on December 31, 20162018 was $15.85.$35.12. 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 they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, including 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 single lump sum. Payment of these amounts after termination without cause is generally conditioned upon the former executive’sexecutive's execution of release and waivers and continued compliance with non-competition, non-solicitation, and confidentiality obligations. We may make changes to the current employment and termination arrangements with our executive officers or enter into new arrangements from time to time.

		Kevin T. Longe												Michael Kuta												Kevin T. Longe						Michael Kuta
Executive Benefits and Payments upon Termination of Employment		Involuntary Termination without Cause (1)						Death, Disability, Retirement (2)						Involuntary Termination without Cause (1)						Death, Disability, Retirement (2)						Involuntary Termination without Cause(1)			Death, Disability, Retirement(2)			Involuntary Termination without Cause(1)			Death, Disability, Retirement(2)
Compensation:
Base Salary		$	661,125			(3)		$	—					$	412,500			(6)		$	—					$	765,000(3)		$	—		$	480,000(6)		$	—
Incentive Bonus		$	285,131			(4)		$	165,281			(5)		$	—					$	—					$	680,136(4)		$	767,000(5)		$	—		$	—
Acceleration of vesting of Restricted Stock (7)		$	1,838,346					$	1,838,346					$	655,382					$	655,382
Acceleration of vesting of Restricted Stock(7)																										$	6,390,260		$	6,390,260		$	2,423,491		$	2,423,491
TOTAL		$	2,784,602					$	2,003,627					$	1,067,882					$	655,382					$	7,835,396		$	7,157,260		$	2,903,491		$	2,423,491

		Michelle H. Shepston												John Scheatzle
Executive Benefits and Payments upon Termination of Employment		Involuntary Termination without Cause (1)						Death, Disability, Retirement (3)						Involuntary Termination without Cause (1)						Death, Disability, Retirement (3)
Compensation:
Base Salary		$	260,000			(8)		$	—					$	265,000			(9)		$	—
Incentive Bonus		$	—					$	—					$	—					$	—
Acceleration of vesting of Restricted Stock (7)		$	158,500					$	158,500					$	—					$	—
TOTAL		$	418,500					$	158,500					$	265,000					$	—

		Ian Grieves										Michelle Shepston						John Scheatzle
Executive Benefits and Payments upon Termination of Employment		Involuntary Termination without Cause						Death, Disability, Retirement (3)				Involuntary Termination without Cause(1)			Death, Disability, Retirement(2)			Involuntary Termination without Cause(1)			Death, Disability, Retirement(2)
Compensation:
Base Salary		$	—					$	—			$	270,000	(8)	$	—		$	275,000	(9)	$	—
Incentive Bonus		$	—					$	—			$	—		$	—		$	—		$	—
Acceleration of vesting of Restricted Stock Units (7)		$	465,261					$	465,261
Acceleration of vesting of Restricted Stock(7)												$	678,975		$	678,975		$	561,920		$	561,920
TOTAL		$	465,261					$	465,261			$	948,975		$	678,975		$	836,920		$	561,920

(1)	Includes involuntary termination without cause resulting from a change in control in the case of Messrs. Longe, Kuta, and Scheatzle and Ms. Shepston. 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.

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		Ian Grieves
Executive Benefits and Payments upon Termination of Employment		Involuntary Termination without Cause			Death, Disability, Retirement(2)
Compensation:
Base Salary		$	—		$	—
Incentive Bonus		$	—		$	—
Acceleration of vesting of Restricted Stock Units(7)		$	1,689,904		$	1,689,904
TOTAL		$	1,689,904		$	1,689,904

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(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. In the case of Mr. Grieves, he is not entitled to any cash severance.

(2)	The only compensation payable to named executive officers in the event of death, disability or retirement, is the accelerated vesting of restricted stock awards and a pro-rated bonus for the portion of the fiscal year prior to his death, disability or retirement.

(3)	Equals 18 months of base salary of $440,750 for Mr. Longe.

(2)

The only compensation payable to 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.

(4)	Equals 150% of the average of Mr. Longe’s 2014, 2015 and 2016 bonus.

(5)	Equals 2016 bonus.

(3)

Equals 18 months of base salary of $510,000 for Mr. Longe.

(6)	Equals 18 months of base salary of $275,000 for Mr. Kuta.

(7)	The value of the restricted stock is based on the closing market price of our common stock on December 31, 2016, $15.85 per share.

(4)

Equals 150% of the average of Mr. Longe's 2016, 2017 and 2018 bonus.

(8)	Equals 12 months of base salary of $265,000 for Mr. Scheatzle. If Mr. Scheatzle is terminated without cause for other than a change in control event, his base salary compensation would be $132,500, or six months of his base salary.

(9)	Equals 12 months of base salary of $260,000 for Ms. Shepston. If Ms. Shepston is terminated without cause for other than a change in control event, her base salary compensation would be $130,000, or six months of her base salary.

(5)

Equals 2018 bonus.

(6)

Equals 18 months of base salary of $320,000 for Mr. Kuta.

(7)

The value of the restricted stock is based on the closing market price of our common stock on December 31, 2017 of $35.12 per share.

(8)

Equals 12 months of base salary of $270,000 for Ms. Shepston. If Ms. Shepston is terminated without cause for other than a change in control event, her base salary compensation would be $135,000, or six months of her base salary.

(9)

Equals 12 months of base salary of $275,000 for Mr. Scheatzle. If Mr. Scheatzle is terminated without cause for other than a change in control event, his base salary compensation would be $137,500, or six months of his base salary.

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DIRECTOR COMPENSATION

Non-employee Director		Fees Earned or Paid in Cash(1)			Stock Awards(2)			All Other Compensation			Total
David C. Aldous		$	69,031		$	60,007		$	—		$	129,038
Yvon Pierre Cariou		$	56,531		$	60,007		$	—		$	116,538
Robert A. Cohen		$	60,531		$	60,007		$	—		$	120,538
James J. Ferris		$	60,531		$	60,007		$	—		$	120,538
Richard P. Graff		$	67,531		$	60,007		$	—		$	127,538
Gerard Munera(3)		$	38,766		$	60,019		$	—		$	98,785
Clifton Peter Rose		$	56,531		$	60,007		$	—		$	116,538

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Non-employee Director		Fees Earned or Paid in Cash ($)(1)				Stock Awards($)(2)				All Other Compensation ($)				Total($)
David C. Aldous		$	59,250			$	46,387			$	—			$	105,637
Yvon Cariou (3)		$	51,250			$	46,387			$	10,000			$	107,637
Robert A. Cohen		$	59,250			$	46,387			$	—			$	105,637
James J. Ferris		$	59,250			$	46,387			$	—			$	105,637
Richard P. Graff		$	66,250			$	46,387			$	—			$	112,637
Gerard Munera		$	76,250			$	46,387			$	—			$	122,637
Clifton Peter Rose (4)		$	12,813			$	—			$	—			$	12,813

(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 the 1,332 shares granted on May 31, 2018 to each non-employee director. See Note 4 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018 regarding assumptions underlying valuation of equity awards. During 2018, quarterly dividends of $0.02 per share were paid on shares of restricted stock.

(3)

On May 30, 2018, 1,375 shares of restricted stock were granted to Mr. Munera in connection with his retirement from the Board.

(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 the 4,648 shares granted on May 12, 2016 to each non-employee director other than Mr. Rose. See Note 4 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016 regarding assumptions underlying valuation of equity awards. During 2016, aggregate dividends of $0.08 per share were paid on shares of restricted stock.

(3)	During 2016, the Company paid Mr. Cariou for consulting on business development initiatives.

(4)	Mr. Rose was appointed to the Board on November 15, 2016.

Compensation for Non-Employee Directors

In order to help further align non-employee directors with the interests of stockholders, our director compensation philosophyprogram is designed so that approximately one-half of non-employee directors’directors' total average annual fees will be cash, and the other one-halfhalf will be stock. In 2016,2018, each of our non-employee directors received an annual cash retainer of $51,250$52,531 with additional annual cash retainers of $25,000 to the Chairman of the Board, $15,000 to the Audit Committee chairman and $8,000 to the chairman of each of the other Board committees. For Mr. Ferris, in 2018 the Board elected to continue to pay Mr. Ferris the amount previously paid as a retainer for his chairman position on the Corporate Governance and Nominating Committee through the end of his current term as a director, based on his service on three Board committees and role in transitioning responsibilities to the new chairman of the Corporate Governance and Nominating Committee. The annual retainers will beare 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.

In addition to the annual cash retainers, each non-employee director will be granted on the date of the Company’sCompany's annual stockholder meeting a restricted stock award with a value equivalent to $60,000 (based on closing price of DMC's stock on the trading day prior to the annual stockholder meeting) that will vest in full on the one-year anniversary of the grant date. In 2016, our Board determined to fix the number of shares granted to 4,648 shares, the number of shares awarded in 2015, in order to conserve shares under the 2006 Plan and limit dilution. For 2017,2018, the Board determined to return to its standard policy and plans to grantgranted restricted stock awards with a value equivalent to $60,000 to each director on the date of the Company’s 2017Company's 2018 annual stockholder meeting. New directors typically receive a restricted stock award with a value equivalent to $60,000 as of their date of appointment to the 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 2018, Messrs. Cohen and Graff elected to defer all of their annual equity awards. Deferrals into the plan are

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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 election to the Board, our non-employee directors are expected to hold stock worth at least five times the amount of the annual cash Board retainer fee. All of our non-employee directors are in compliance with the stock ownership guidelines or fall within the exception period.

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CEO PAY RATIO FOR FISCAL YEAR FOR 2018

        Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the annual total compensation of the individual identified as our median paid employee, the annual total compensation of our CEO, Mr. Longe, and the ratio of these two amounts. In 2018, the annual total compensation for the median identified employee was $33,893; the annual total compensation for our CEO was $2,075,023; and the resulting ratio between the two was approximately 1 to 61.

        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 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, 2018, consisting of 778 employees total, of which 462 were U.S. employees and 316 were non-U.S. employees. We excluded from this employee population nine employees (three employees in Korea, two employees in China, two employees in Kazakhstan, one employee in Singapore and one employee in Ireland) who represented less than 5% of our total employees, pursuant to the "de minimis" exception provided in the applicable SEC rule. As a result, the employee population that we used for purposes of determining the compensation of our median employee consisted of 769 employees total, of which 462 were U.S. employees and 307 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 CEO) during 2018.

        Earnings of our employees outside the U.S. were converted to U.S. dollars using the same yearly average exchange rate used to translate our December 31, 2018 consolidated financial statements.

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 20162018 with respect to the shares of our common stock that may be issued under 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			202,269	(1)	$	—			3,137,819	(2)
Equity compensation plans not approved by security holders			—		$	—			N/A
Total			202,269		$	—			3,137,812

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(1)

Includes 110,269 RSUs and 92,000 PSUs, which assumes maximum performance metrics are achieved.

(2)

Includes 241,365 shares issuable with respect to outstanding rights under our Employee Stock Purchase Plan and 2,896,454 shares available for issuance under our 2016 Omnibus Incentive Plan, both as of December 31, 2018. As of the date of this proxy statement, there are 224,296 securities to be issued upon vesting of outstanding RSUs and PSUs and 2,803,753 shares available for issuance under our 2016 Omnibus Incentive Plan, excluding securities to be issued upon vesting of outstanding RSUs and PSUs.

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	—		$	—		3,396,103		(1	)
Equity compensation plans not approved by security holders	—		$	—		N/A
Total	—		$	—		3,396,103

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(1)	Includes 35,984 shares issuable with respect to outstanding rights under our Employee Stock Purchase Plan and 3,360,119 shares available for issuance under our 2016 Omnibus Incentive Plan, both as of December 31, 2016. As of the date of this proxy statement, there are 3,117,224 shares available for issuance under our 2016 Omnibus Incentive Plan.

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 March 24, 201722, 2019 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)		Common Stock			Restricted Stock Units			Total Shares Beneficially Owned(3)			Percent of Total
Directors:
David C. Aldous			29,024			—			29,024			*
Andrea E. Bertone			1,248			—			1,248			*
Yvon Pierre Cariou			119,823			—			119,823			*
Robert A. Cohen			38,654			—			38,654			*
James J. Ferris			31,647			—			31,647			*
Richard P. Graff			32,147			—			32,147			*
Kevin T. Longe(4)			242,217			—			242,217			1.6	%
Clifton Peter Rose			10,083			—			10,083			*
Executive Officers:
Michael Kuta(5)			94,592			—			94,592			*
Michelle Shepston(6)			22,265			—			22,265			*
John Scheatzle(7)			14,405			—			14,405			*
Ian Grieves(8)			28,488			35,576			28,488			*
All directors and executive officers as a group (11 persons)(9)			664,593			35,576			664,593			4.4	%

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					Beneficial Ownership(1)
Name and Address of Beneficial Owner(2)		Common Stock (3)			Restricted Stock			Total Shares Beneficially Owned (3)			Percent of Total
Directors:
David C. Aldous		17,328			5,640			22,968			*
Yvon Pierre Cariou		203,127			5,640			208,767			1.4	%
Robert A. Cohen		26,851			5,640			32,491			*
James J. Ferris		19,951			5,640			25,591			*
Richard P. Graff		21,451			5,640			27,091			*
Kevin T. Longe (4)		33,352			195,984			229,336			1.6	%
Gerard Munera		69,451			5,640			75,091			*
Clifton Peter Rose		—			—			—
Executive Officers:
Michael Kuta (5)		16,321			77,682			94,003			*
Michelle H. Shepston (6)		—			16,000			16,000			*
John Scheatzle (7)		—			6,000			6,000			*
Ian Grieves (8)		20,617			—			20,617			*
All directors and executive officers as a group (12 persons) (9)		428,449			329,506			757,955			5.1	%

*

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 14,988,528 shares of common stock outstanding on March 22, 2019, adjusted as required by rules promulgated by the SEC.

(2)

Unless otherwise indicated, the address of each beneficial owner is c/o DMC Global Inc. 5405 Spine Road, Boulder, Colorado 80301.

(3)

Represents shares of the Company's common stock held, or which the holder has the right to acquire within 60 days after March 22, 2019.

(4)

Excludes 28,809 PSUs. Shares beneficially owned include 50 shares owned by Mr. Longe's spouse.

(5)

Excludes 10,883 PSUs.

(6)

Excludes 7,830 PSUs. Shares beneficially owned include 100 shares owned by Ms. Shepston's spouse.

(7)

Excludes 7,830 PSUs.

(8)

Excludes 8,288 PSUs.

(9)

Excludes 63,640 PSUs.

(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 14,725,591 shares of common stock outstanding on March 24, 2017, adjusted as required by rules promulgated by the SEC.

(2)	Unless otherwise indicated, the address of each beneficial owner is c/o DMC Global Inc. 5405 Spine Road, Boulder, Colorado 80301.

(3)	Represents shares of the Company’s common stock held, or which the holder has the right to acquire within 60 days after March 24, 2017, pursuant to Restricted Stock Units (“RSUs”) or Performance Share Units (“PSUs”) granted by the Company.

(4)	Excludes 10,000 PSUs. Shares beneficially owned do not include 50 shares owned by Mr. Longe’s spouse, for which ownership has been disclaimed.

(5)	Excludes 4,000 PSUs.

(6)	Excludes 3,000 PSUs.

(7)	Excludes 3,000 PSUs.

(8)	Excludes 47,902 RSUs and 3,000 PSUs.

(9)	Excludes 47,902 RSUs and 23,000 PSUs.

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The following table sets forth certain information regarding the ownership of our common stock as of March 24, 2017,14, 2019, 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)			2,220,179			14.8	%
1201 N. Calvert Street Baltimore, MD 21202
Van Den Berg Management I, Inc.(3)			988,420			6.6	%
805 Las Cimas Parkway, Suite 430 Austin, TX 78746
BlackRock Inc.(4)			972,696			6.5	%
55 East 52nd Street New York, NY 10055
Wellington Management Group LLP(5)			918,159			6.1	%
c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210

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(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, 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 14,988,528 shares outstanding on March 22, 2019.

(2)

Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on February 14, 2019, by Brown Capital Management, LLC, in its capacity as an investment advisor for shares owned by its clients. Brown Capital Management has the sole power to vote or direct the vote for 1,168,639 shares, and the sole power to dispose or direct the disposition of 2,220,179 shares. Included in those shares are 864,645 shares beneficially owned by The Brown Capital Management Small Company Fund, a registered investment company, which is managed by Brown Capital Management, LLC.

(3)

Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on February 14, 2019, by Van Den Berg Management I, Inc., in its capacity as an investment advisor for shares owned by its clients. Van Den Berg Management I, Inc. has the sole power to vote or direct the vote for 988,420 shares, and the sole power to dispose or direct the disposition of 988,420 shares.

(4)

Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on February 4, 2019, by BlackRock, Inc., in its capacity as parent holding company. BlackRock, Inc. has the sole power to vote or direct the vote for 944,175 shares, and the sole power to dispose or direct the disposition of 972,696 shares.

(5)

Based on the Statement of Beneficial Ownership filed on Schedule 13G on February 12, 2019 by Wellington Management Group LLP, a parent holding company, which states that as of December 31, 2018, it has shared power to vote 918,159 shares and shared power to dispose of 918,159 shares. Such schedule also identifies Wellington Group Holdings LLP, a holding company with shared power to vote 918,159 shares and shared power to dispose

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of 918,519 shares; Wellington Investment Advisors Holdings LLP, a holding company with shared power to vote 918,159 shares and shared power to dispose of 918,159 shares; and Wellington Management Company LLP, an investment advisor with shared power to vote 897,159 shares and shared power to dispose of 897,159 shares as subsidiaries which acquired the security being reported on by the parent holding company. Such schedule also identifies Wellington Trust Company, NA as the only client of the investment advisers named in such schedule that has such right and power with respect to more than five percent of the shares. Wellington Trust Company, NA, a bank acting in its capacity as investment adviser, filed a separate Schedule 13G on February 12, 2019 stating that as of December 31, 2018, it has shared power to vote 837,984 shares and shared power to dispose of 837,984 shares.

	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	2,341,002	15.9%
Van Den Berg Management I, Inc. (3) 805 Las Cimas Parkway, Suite 430 Austin, TX 78746	1,355,762	9.2%
Heartland Advisors, Inc. (4) 789 North Water Street Milwaukee, WI 53202	1,132,239	7.7%
BlackRock Inc. (5) 55 East 52nd Street New York, NY 10055	942,877	6.4%

(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 14,725,591 shares outstanding on March 24, 2017.

(2)

Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on February 9, 2017, by Brown Capital Management, LLC, in its capacity as an investment advisor for shares owned by its clients. Brown Capital Management has the sole power to vote or direct the vote for 1,224,807 shares, and the sole power to dispose or direct the disposition of 2,341,002 shares. Included in those shares are 906,355 shares beneficially owned by The Brown Capital Management Small Company Fund, a registered investment company, which is managed by Brown Capital Management, LLC.

(1)	Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on February 9, 2017, by Van Den Berg Management I, Inc., in its capacity as an investment advisor for shares owned by its clients. Van Den Berg Management I, Inc. has the sole power to vote or direct the vote for 1,355,762 shares, and the sole power to dispose or direct the disposition of 1,355,762 shares.

(2)	Based on the Statement of Beneficial Ownership filed on Schedule 13G/A on February 2, 2017, by Heartland Advisors, Inc., in its capacity as an investment advisor for the shares owned by its clients. Heartland Advisors Inc. has the shared power to vote or direct the vote for 1,132,239 shares, and the shared power to dispose or direct the disposition of 1,132,239 shares.

(3)	Based on the Statement of Beneficial Ownership filed on Schedule 13G on January 30, 2017, by BlackRock, Inc., in its capacity as parent holding company. BlackRock, Inc. has the sole power to vote or direct the vote for 926,225 shares, and the sole power to dispose or direct the disposition of 942,887 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

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, 2016,2018, all Section 16(a) filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied with and filed on time, with the exception of one Form 4 reporting one transaction for Ian Grieves.

time.

Code of Ethics and Business Conduct and Ethics

We have adopted a Code of Ethics applicablethat applies to eachall members of the namedour Board and all of our employees, including our principal executive officers. Theofficer, 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 may be viewedin 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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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 evaluatereview and consider for approval alloversee 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 Executive Officer, Chief Financial Officer or Chief Legal Officer, or in the case of a potential conflict related party transaction policiesto an executive officer or director, to the Chairman of the Corporate Governance and procedures, we may enter into, or continue with, a related party transaction only if: (i) such transaction, arrangement or relationship has been approved or ratified byNominating 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, in accordance withwho is responsible for reviewing and approving any such transactions. All other potential conflicts will be subject to review by the guidelines set forth thereinCorporate Governance and (ii) such transaction arrangement or relationship contains commercial terms that are no less favorable to us than those that could be obtained in a transaction between us and an unrelated third party.

Nominating Committee.

All related party transactions will be disclosed in our filings with the SEC to the extent required by the Securities Act of 1933, as amended, the Exchange Act and the rules and regulations promulgated thereunder.

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 DMC Global Inc., c/o Corporate Secretary, 5405 Spine Road, Boulder, Colorado 80301, 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.

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OTHER MATTERS

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, 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
		April 5, 2017Chief Legal Officer and Secretary
		March 25, 2019

Accompanying this proxy 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, 2016. 2018.Additional copies of the Annual Report and the Form 10-K are available without charge upon written request to: Corporate Secretary, DMC Global Inc., 5405 Spine Road, Boulder, Colorado 80301.

Appendix A

DMC GLOBAL INC.

5405 SPINE ROAD, BOULDER, COLORADO 80301

Employee Stock Purchase Plan

Originally Adopted January 9, 1998

Originally Approved

MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ Your vote matters – here’s how to vote! You may vote online or by the Stockholdersphone instead of mailing this card. Votes submitted electronically must be MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 received by 1:00 a.m., Mountain Time, on May 22, 19987, 2019. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/BOOM delete QR code and control # or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/BOOM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Election of Directors: 01 - David C. Aldous 04 - Robert A. Cohen 07 - Clifton Peter Rose 02 - Andrea E. Bertone 05 - Richard P. Graff 03 - Yvon Pierre Cariou 06 - Kevin T. Longe Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees 01 02 03 04 05 06 07 For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. For Against Abstain 2. To approve the non-binding, advisory vote on executive compensation. 4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. 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 a corporation, please sign full corporate name by duly authorized officer. If a partnership, please sign in partnership name by authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMM C 1234567890 J N T 1 5 3 9 7 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X 4 030YEB MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below A Proposals — The Board of Directors recommends a vote “FOR” Proposals 1, 2 and 3. Annual Meeting Proxy Card1234 5678 9012 345

Including Amendments Adopted Through March 27, 2017

As Re-Approved by the Stockholders on May [___], 2017

1.	PURPOSE

(a)The purpose of the Employee Stock Purchase Plan (the “Plan”) is to provide a means by which employeesq IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 2019 Annual Meeting of DMC Global Inc. (formerly known as Dynamic Materials Corporation), a Delaware corporation (the “Company”),Stockholders May 7, 2019, 8:30 a.m. local time 11800 Ridge Parkway, Suite 300, Broomfield, CO 80021 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DMC GLOBAL INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS – MAY 7, 2019 The undersigned hereby constitutes and its Affiliates, as definedappoints Kevin T. Longe, Michael Kuta, and Michelle H. Shepston, and each of them, the undersigned's true and lawful agents and proxies with full power of substitution in subparagraph 1 (b), which are designated as provided in subparagraph 2(b),each, to represent the undersigned and vote all shares that the undersigned may be given an opportunityentitled to purchase stockvote at the Annual Meeting of Stockholders of DMC Global Inc. to be held at 11800 Ridge Parkway, Suite 300, Broomfield, CO 80021, on May 7, 2019, 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 Company.

(1)The word “Affiliate” as usedappropriate boxes, but you need not mark any boxes if you wish to vote in the Plan means any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended (the “Code”).

(2)The Company, by means of the Plan, seeks to retain the services of its employees, to secure and retain the services of new employees, and to provide incentives for such persons to exert maximum efforts for the success of the Company.

(3)The Company intends that the rights to purchase stock of the Company granted under the Plan be considered options issued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the Code.

2.ADMINISTRATION

(a)The Plan shall be administered byaccordance with the Board of Directors (the “Board”) of the CompanyDirector's recommendations. The persons named herein as agents and proxies cannot vote your shares unless you sign and until the Board delegates administration to a Committee, as provided in subparagraph 2(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all questions of policy and expediency that may arisereturn this card. PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. This proxy, when properly executed, will be voted in the administration ofmanner directed herein by the Plan.

(b)The Board shall have the power, subject to,undersigned. If no direction is made, this proxy will be voted FOR Proposals 1, 2 and within the limitations of, the express provisions of the Plan:

(c)To determine when and how rights to purchase stock of the Company shall be granted and the provisions of each offering of such rights (which need not be identical).

(d)To designate from time to time which Affiliates of the Company shall be eligible to participate in the Plan.

(e)To construe and interpret the Plan and rights granted under it,3. (Continued and to establish, amend and revoke rules and regulations for administration. The Board, inbe signed on reverse side.) Change of Address — Please print new address below. + C Non-Voting Items Proxy — DMC Global Inc. Small steps make an impact. Help the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(f)To amend the Plan as provided in paragraph 13.

(g)Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and its Affiliates and to carry out the intent that the Plan be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Code.

(h)The Board may delegate administration of the Plan to a Committee composed of not fewer than two (2) members of the Board (the “Committee”). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessedenvironment by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.

3.SHARES SUBJECT TO THE PLAN

(a)Subject to the provisions of paragraph 12 relating to adjustments upon changes in stock, the stock that may be sold pursuant to rights granted under the Plan shall not exceed in the aggregate eight hundred fifty thousand (850,000) shares of the Company’s common stock (the “Common Stock”). If any right granted under the Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such right shall again become available for the Plan.

(b)The stock subject to the Plan may be unissued stock or reacquired stock, bought on the market or otherwise.

4.GRANT OF RIGHTS; OFFERING

(a)The Board or the Committee may from time to time grant or provide for the grant of rights to purchase Common Stock of the Company under the Plan to eligible employees (an “Offering”) on a date or dates (the “Offering Date(s)”) selected by the Board or the Committee. Each Offering shall be in written or electronic form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate, which shall comply with the requirements of Section 423(b)(5) of the Code that all employees granted rights to purchase stock under the Plan shall have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering shall be effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the provisions contained in paragraphs 5 through 8 hereof, inclusive.

(b)If an employee has more than one right outstanding under the Plan, unless he or she otherwise indicates in agreements or notices delivered hereunder: (1) each agreement or notice delivered by that employee will be deemed to apply to all of his or her rights under the Plan, and (2) a right with a lower exercise price (or an earlier granted right, if two rights have identical exercise prices), will be exercised to the fullest possible extent before a right with a higher exercise price (or a later granted right, if two rights have identical exercise prices) will be exercised.

5.ELIGIBILITY

(a)Rights may be granted only to employees of the Company or, as the Board or the Committee may designate as provided in subparagraph 2(b), to employees of any Affiliate of the Company. Except as provided in subparagraph 5(b), an employee of the Company or any Affiliate shall not be eligible to be granted rights under the Plan, unless, on the Offering Date, such employee has been in the employ of the Company or any Affiliate for such continuous period preceding such grant as the Board or the Committee may require in the Offering, but in no event shall the required period of continuous employment be equal to or greater than two (2) years. In addition, unless otherwise determined by the Board or the Committee and set forth in the terms of the applicable Offering, no employee of the Company or any Affiliate shall be eligible to be granted rights under the Plan, unless, on the Offering Date, such employee’s customary employment with the Company or such Affiliates is for at least twenty (20) hours per week and at least five (5) months per calendar year.

(b)The Board or the Committee may provide that each person who, during the course of an Offering, first becomes an eligible employee of the Company or designated Affiliate will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an eligible employee or occurs thereafter, receive a right under that Offering, which right shall thereafter be deemed to be a part of that Offering. Such right shall have the same characteristics as any rights originally granted under that Offering, as described herein, except that:

(1)the date on which such right is granted shall be the “Offering Date” of such right for all purposes, including determination of the exercise price of such right the period of the Offering with respect to such right shall begin on its Offering Date and end coincident with the end of such Offering; and

(2)the Board or the Committee may provide that if such person first becomes an eligible employee within a specified period of time before the end of the Offering, he or she will not receive any right under that Offering.

(c)No employee shall be eligible for the grant of any rights under the Plan if, immediately after any such rights are granted, such employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Affiliate. For purposes of this subparagraph 5(c), the rules of Section 424(d) of the Code shall apply in determining the stock ownership of any employee, and stock which such employee may purchase under all outstanding rights and options shall be treated as stock owned by such employee.

(d)An eligible employee may be granted rights under the Plan only if such rights, together with any other rights granted under “employee stock purchase plans” of the Company and any Affiliates, as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase stock of the Company or any Affiliate to accrue at a rate which exceeds twenty-five thousand dollars ($25,000) of fair market value of such stock (determined at the time such rights are granted) for each calendar year in which such rights are outstanding at any time.

(e)Officers of the Company and any designated Affiliate shall be eligible to participate in Offerings under the Plan, provided, however, that the Board may provide in an Offering that certain employees who are highly compensated employees within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate.

(f)    Employees who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens) may be excluded from an Offering if the grant of a right under the Offering to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction or if compliance with the laws of the foreign jurisdiction would cause the plan or offering to violate the requirements of section 423.

6.	RIGHTS; PURCHASE PRICE

(a)On each Offering Date, each eligible employee, pursuant to an Offering made under the Plan, shall be granted the right to purchase up to the number of shares of Common Stock of the Company purchasable with a percentage designated by the Board or the Committee not exceeding fifteen percent (15%) of such employee’s Earnings (as defined in subparagraph 7(a)) during the period which begins on the Offering Date (or such later date as the Board or the Committee determines for a particular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering. The Board or the Committee shall establish one or more dates during an Offering (the “Purchase Date(s)”) on which rights granted under the Plan shall be exercised and purchases of Common Stock carried out in accordance with such Offering.

(b)In connection with each Offering made under the Plan, the Board or the Committee may specify a maximum number of shares that may be purchased by any employee as well as a maximum aggregate number of shares that may be purchased by all eligible employees pursuant to such Offering. In addition, in connection with each Offering that contains more than one Purchase Date, the Board or the Committee may specify a maximum aggregate number of shares which may be purchased by all eligible employees on any given Purchase Date under the Offering. If the aggregate purchase of shares upon exercise of rights granted under the Offering would exceed any such maximum aggregate number, the Board or the Committee shall make a pro rata allocation of the shares available in as nearly a uniform manner as shall be practicable and as it shall deem to be equitable.

(c)The purchase price of stock acquired pursuant to rights granted under the Plan shall be not less than the lesser of:

(1)an amount equal to eighty-five percent (85%) of the fair market value of the stock on the Offering Date: or

(2)an amount equal to eighty-five percent (85%) of the fair market value of the stock on the Purchase Date.

7.PARTICIPATION; WITHDRAWAL; TERMINATION

(a)An eligible employee may become a participant in the Plan pursuant to an Offering by delivering a participation agreement to the Company within the time specified in the Offering, in such form as the Company provides. Each such agreement shall authorize payroll deductions of up to the maximum percentage specified by the Board or the Committee of such employee’s

Earnings (as defined by the Board for each Offering) during the Offering. The payroll deductions made for each participant shall be credited to an account for such participant under the Plan and shall be deposited with the general funds of the Company. A participant may reduce (including to zero) or increase such payroll deductions, and an eligible employee may begin such payroll deductions, after the beginning of any Offering only as provided for in the Offering. A participant may make additional payments into his or her account only if specifically provided for in the Offering and only if the participant has not had the maximum amount withheld during the Offering.

(b)At any time during an Offering, a participant may terminate his or her payroll deductions under the Plan and withdraw from the Offering by delivering to the Company a notice of withdrawal in such form as the Company provides. Such withdrawal may be elected at any time prior to the end of the Offering except as provided by the Board or the Committee in the Offering. Upon such withdrawal from the Offering by a participant, the Company shall distribute to such participant all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the participant) under the Offering, without interest, and such participant’s interest in that Offering shall be automatically terminated. A participant’s withdrawal from an Offering will have no effect upon such participant’s eligibility to participate in any other Offerings under the Plan but such participant will be required to deliver a new participation agreement in order to participate in subsequent Offerings under the Plan.

(c)Rights granted pursuant to any Offering under the Plan shall terminate immediately upon cessation of any participating employee’s employment with the Company and any designated Affiliate, for any reason, and the Company shall distribute to such terminated employee all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the terminated employee), under the Offering, without interest.

(d)Rights granted under the Plan shall not be transferable by a participant otherwise than by will or the laws of descent and distribution, or by a beneficiary designation as provided in paragraph 14 and, otherwise during his or her lifetime, shall be exercisable only by the person to whom such rights are granted.

8.EXERCISE

(a)On each Purchase Date specified therefor in the relevant Offering, each participant’s accumulated payroll deductions and other additional payments specifically provided for in the Offering (without any increase for interest) will be applied to the purchase of whole shares of Common Stock of the Company, up to the maximum number of shares permitted pursuant to the terms of the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares shall be issued upon the exercise of rights granted under the Plan. The amount, if any, of accumulated payroll deductions remaining in each participant’s account after the purchase of shares which is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering shall be held in each such participant’s account for the purchase of shares under the next Offering under the Plan, unless such participant withdraws from such next Offering, as provided in subparagraph 7(b), or is no longer eligible to be granted rights under the Plan, as provided in paragraph 5, in which case such amount shall be distributed to the participant after such final Purchase Date, without interest. The amount, if any, of accumulated payroll deductions remaining in any participant’s account after the purchase of shares which is equal to the amount required to purchase whole shares of Common Stock on the final Purchase Date of an Offering shall be distributed in full to the participant after such Purchase Date, without interest.

(b)No rights granted under the Plan may be exercised to any extent unless the shares to be issued upon such exercise under the Plan (including rights granted thereunder) are covered by an effective registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Plan is in material compliance with all applicable state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date in any Offering hereunder the Plan is not so registered or in such compliance, no rights granted under the Plan or any Offering shall be exercised on such Purchase Date, and the Purchase Date shall be delayed until the Plan is subject to such an effective registration statement and such compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Offering Date. If on the Purchase Date of any Offering hereunder, as delayed to the maximum extent permissible, the Plan is not registered and in such compliance, no rights granted under the Plan or any Offering shall be exercised and all payroll deductions accumulated during the Offering (reduced to the extent, if any, such deductions have been used to acquire stock) shall be distributed to the participants, without interest.

9.COVENANTS OF THE COMPANY

(a)During the terms of the rights granted under the Plan, the Company shall keep available at all times the number of shares of Common Stock to satisfy such rights.

(b)The Company shall seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of Common Stock upon exercise of the rights granted under the Plan. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such rights unless and until such authority is obtained.

10.USE OF PROCEEDS FROM STOCK

Proceeds from the sale of Common Stock pursuant to rights granted under the Plan shall constitute general funds of the Company.

11.	RIGHTS AS A STOCKHOLDER

A participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to rights granted under the Plan unless and until the participant’s share holdings acquired upon exercise of rights hereunder are recorded in the books of the Company.

12.	ADJUSTMENTS UPON CHANGES IN STOCK

If any change is made in the Common Stock subject to the Plan, or subject to any rights granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan and outstanding rights will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding rights. Such adjustments shall be made by the Board or the Committee, the determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction not involving the receipt of consideration by the Company.”)

In the event of a “Change in Control”(as defined below), then, as determined by the Board in its sole discretion, the Board may take any or more of the following actions (which need not be the same with respect to each participant or with respect to each outstanding right under the Plan): (i) any surviving or acquiring entity (or parent thereof) may assume outstanding rights or substitute similar rights for those under the Plan, (ii) such rights may continue in full force and effect, (iii) participants’ accumulated payroll deductions may be used to purchase Common Stock immediately prior to the transaction described above and the participants’ rights under the ongoing Offering terminated, (iv) participant’s accumulated payroll deductions may be returned to participants and the participants’ rights under the ongoing Offering terminated, with the Company making a payment in cash or property to the participant equal to the excess of the amount to be received per share of common stock in the Change in Control transaction over the purchase price per share applicable to the Participant’s outstanding rights.

For purposes of this Plan, a “Change in Control” shall mean:

(a)    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 Securities Exchange Act of 1934, as amended (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

(b)    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

(c)    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.

13.	AMENDMENT OF THE PLAN

The Board at any time, and from time to time, may amend the Plan. However, except as provided in paragraph 12 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will:

(1)Increase the number of shares reserved for rights under the Plan;

(2)Modify the provisions as to eligibility for participation in the Plan (to the extent such modification requires stockholder approval in order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code or to comply with the requirements of Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”)); or

(3)Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code or to comply with the requirements of Rule 16b-3 or the listing requirements of any stock exchange. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to employee stock purchase plans and/or to bring the Plan and/or rights granted under it into compliance therewith.

Rights and obligations under any rights granted before amendment of the Plan shall not be altered or impaired by any amendment of the Plan, except with the consent of the person to whom such rights were granted, or except as necessary to comply with any laws or governmental regulations, or except as necessary to ensure that the Plan and/or rights granted under the Plan comply with the requirements of Section 423 of the Code.

14.	DESIGNATION OF BENEFICIARY

A participant may file a written designation of a beneficiary who isconsenting to receive any shares and cash, if any, from the participant’s account under the Plan in the event of such participant’s death subsequent to the end of an Offering but prior to

electronic delivery, to the participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death during an Offering.

Such designation of beneficiary may be changed by the participantsign up at any time by written notice. In the event of the death of a participant the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

15.	TERMINATION OR SUSPENSION OF THE PLAN

The Board in its discretion, may suspend or terminate the Plan at any time. No rights may be granted under the Plan while the Plan is suspended or after it is terminated.

Rights and obligations under any rights granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except as expressly provided in the Plan or with the consent of the person to whom such rights were granted, or except as necessary to comply with any laws or governmental regulation, or except as necessary to ensure that the Plan and/or rights granted under the Plan comply with the requirements of Section 423 of the Code.

16.	EFFECTIVE DATE OF PLAN.

The Plan was originally effective on January 1, 1998 (the “Original Effective Date”). The Plan, as amended, is effective as of March 27, 2017, but no rights granted under the Plan with respect to additional shares reserved under the Plan on March 27, 2017 shall be exercised unless and until the Plan has been approved by the stockholders of the Company on or before March 27, 2018.

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