Table of Contents

Directors of a number of companies and joint ventures inside and outside Royal Dutch Shell. Mr. Aldous holds a B.S. in Fuels Engineering from the University of Utah and an M.B.A., with distinction, from the J.L. Kellogg Graduate School of Management at Northwestern University.

        The Board added Mr. Aldous as a member in 2013 to strengthen the Board's insight and experience in the energy and chemical processing industries, the primary end customer markets for NobelClad. His experience in the oil industry has been valuable as the Board considers how to best grow our DynaEnergetics business. With his over 30 years of corporate leadership experience in the energy, alternative energy, chemical and petrochemical industries, he brings extensive skills in strategic planning and corporate development, key focuses of the Board, in the industries in which the Company and its customers operate. As an acting chief executive officer, he also brings current and practical experience in leadership of global operations, financial analysis, project management, risk management, and health, environment, safety and security matters.

        Andrea E. Bertone.    Ms. Bertone was appointed as a director in February 2019. She brings to the Board nearly 20 years of senior management experience in the energy industry. From July 2009 to February 2016, Ms. Bertone served as President of Duke Energy International LLC ("Duke Energy"), then wholly owned by Duke Energy Corp, a North Carolina-based utility. Ms. Bertone led operations across South and Central America. Prior to serving as President of Duke Energy, Ms. Bertone spent nearly 10 years in increasing senior management roles with Duke Energy and its respective subsidiary companies. Prior to her time at Duke Energy, Ms. Bertone was Latin America counsel with Baker & McKenzie. Ms. Bertone also currently serves on the Board of Directors of Yamana Gold Inc. and Peabody Energy, Inc., where she serves on their audit committees. Ms. Bertone is a graduate of the University of São Paulo, Brazil, where she earned a juris doctorate degree, and Chicago-Kent College of Law, where she earned a master of laws degree. She also completed a finance program for senior executives at Harvard Business School.

        The Board added Ms. Bertone as a member in 2019 because of her board experience, her in depth experience with multinational companies operating in global markets and her significant expertise with respect to mergers and acquisitions. Ms. Bertone brings significant strategic and operational expertise acquired while operating large infrastructure assets throughout Latin America. She brings current and practical experience in leadership of global operations, financial analysis, project management, risk management, and health, environment, safety and security matters.

        Yvon Pierre Cariou.    Mr. Cariou was appointed director in 2006, and served as President and Chief Executive Officer of the Company from 2000 until his retirement in 2013. From November 1998 to March 2000, he was President and Chief Executive Officer of Astrocosmos Metallurgical Inc., a division of Mersen Group, which designs and fabricates process equipment for the chemical and pharmaceutical industries. From 1986 to 1998, Mr. Cariou was the lead executive with five different industrial, material science and manufacturing companies. Earlier in his career, he spent 15 years with Mersen Group, a global industrial components manufacturer, where he held various executive positions in France and the United States, including President of Carbone USA Corp.

        Having served as our President and Chief Executive Officer for over 12 years, Mr. Cariou has detailed knowledge of our operations and corporate strategy. In that role, he had primary accountability for accomplishing operational excellence and successfully achieving our corporate strategy. He led and implemented our acquisition of DynaEnergetics in late 2007, increased our share of the worldwide explosion cladding business and diversified the Company's business into oilfields products. From decades of leadership experience with global manufacturing companies, he brings both valuable "process" and "product" expertise and focus to the Board. Mr. Cariou is a graduate engineer from Ecole Nationale Superieure des Arts et Metiers, Paris and he obtained an M.B.A. from Fairleigh Dickinson University, Rutherford, New Jersey.

Table of Contents

        Robert A. Cohen.    Mr. Cohen has served as a director since February 2011. He is the managing partner of Joranel LLC, a private investment and consulting firm serving institutional clients. Prior to joining Joranel in 2005, Mr. Cohen spent four years as president and Chief Executive Officer of Korea First Bank. Previously, Mr. Cohen worked for 25 years with Credit Lyonnais, including eight years as Chief Executive Officer of Credit Lyonnais USA. He taught economics and finance for 16 years at the Paris Institut Technique de Banque et Finance and the French School of Management (ESSEC). He is a graduate of Ecole Polytechnique in Paris and earned a doctorate in finance from the University Paris Dauphine.

        The Board added Mr. Cohen as a member in 2011 because of his extensive financial background and his management experience with multinational companies. From his four years serving as Chief Executive Officer of one of the largest banks in Korea as well as living in Korea and working with many Korean and Asian companies, he brings rich expertise in the Korean and other Asian markets. Many of the key fabricators and end-customers of the Company's explosion welding division are located in Korea and elsewhere in Asia, and the Company is focusing on this region for sales growth opportunities. His management experience also increases the depth of the Board's expertise in the areas of corporate governance, strategic planning and leadership, finance and risk management.

        Richard P. Graff.    Mr. Graff has served as a director since June 2007. He is a retired partner of PricewaterhouseCoopers LLP where, among other things, he served as the audit leader in the United States for the mining industry until his retirement in 2001. Mr. Graff began his career with PricewaterhouseCoopers LLP in 1973. Since his retirement, Mr. Graff has been an advisor to the mining industry and was a member of a Financial Accounting Standards Board task force for establishing accounting and financial reporting guidance in the mining industry. He represents a consortium of international mining companies and has provided recommendations to the International Accounting Standards Board on mining industry issues and to regulators on industry disclosure requirements. Mr. Graff serves on the board of directors of Yamana Gold Inc. (lead independent director) and Alacer Gold Corp. He received his undergraduate degree in Economics from Boston College and his post-graduate degree in Accounting from Northeastern University.

        With more than 35 years of experience in public company accounting, including as a partner with a "big four" public accounting firm and advising on public company accounting policy and practice in the mining industry, Mr. Graff brings substantial insight and experience to the Company, especially with regard to accounting and financial reporting matters for a company operating worldwide. Mr. Graff has served as a director on boards of public companies since 2005, and currently serves on the board of two other multinational public companies. His experience brings insight to the Board as to best practices with respect to accounting, corporate governance and other issues for multinational public companies.

        Clifton Peter Rose.    Mr. Rose has served as a director since November 2016. He is a senior advisor to Blackstone, the world's largest alternative asset manager. From 2007 to 2016, he was a senior managing director with Blackstone, and served as its global head of public affairs. Mr. Rose also spent 20 years with Goldman Sachs, where he was a managing director and held a variety of senior positions in government relations and media relations in Washington DC, New York and Hong Kong. Mr. Rose currently is vice chairman of Sard Verbinnen, one of the leading strategic communications firms in the United States. From 1983 to 1987 he was chief of staff to Congressman Mike Synar (D-Okla), and prior to that, a partner with the law firm of Williams and Jensen in Washington DC. Mr. Rose is a graduate of George Washington University and Yale Law School. He serves on the national board of the NAACP, where he also was on the search committee for its former CEO.

        The Board added Mr. Rose as a member in 2016 because of his extensive work with world-leading financial, investment banking and strategic communications firms. As the Company pursues its global growth initiatives, Mr. Rose's experience reviewing and analyzing acquisitions and investments at Blackstone and his over twenty years of communications experience will provide unique and valuable perspectives to the Board. This broad experience increases the depth of the Board's expertise in the areas of acquisition analysis, finance, strategic planning and leadership, and risk management.

Table of Contents

Requisite Vote

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

THE BOARD RECOMMENDS
A VOTE "FOR"

	THE BOARD RECOMMENDS VOTE “FOR” EACH NAMED NOMINEE

Executive Officers

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

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

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

Michelle Shepston. Ms. Shepston joined the Company on August 30, 2016serves as our Executive Vice President, Chief Legal Officer and Secretary. ForSecretary, having previously served as Vice President, Chief Legal Officer and Secretary from her appointment in August 2016. Prior to joining the previous 16 years,Company, Ms. Shepston was with Denver-based Davis Graham & Stubbs LLP, a leading regional law firm where she was a partner and practiced with the Corporate Finance and Acquisitions Group. Ms. Shepston brings to the Company expertise in corporate and securities law, mergers and acquisitions, cross-border equity and debt transactions, compliance, and contract negotiation and execution.corporate governance. She has advised public and private company boards on issues of fiduciary duty, risk management and oversight. She also has served a broad spectrum of corporate clients, including several in the energy and natural resource industries. She earned a J.D. from the University of Denver College of Law and a B.S. from the University of Illinois.

        John Scheatzle.    Mr. Scheatzle joined the Company on November 15, 2016 as president of the Company's NobelClad business. Prior to joining the Company, he spent the previous 19 years with Materion, an integrated manufacturer of advanced materials for the industrial and consumer products sectors. In his most recent role, he was vice president and general manager of Materion's Performance Alloys division. He was responsible for North American production facilities and the company's international sales and distribution centers. He also had oversight of the business' sales and marketing, research and development, manufacturing; quality, and environmental, health and safety functions. Before his tenure with Performance Alloys, Mr. Scheatzle was general manager of Materion's Ceramic

Table of Contents

Products division. He also spent seven years with the consulting firm Accenture, where he was a senior manager and worked with clients in the consumer products, chemicals manufacturing, and metals industries. Mr. Scheatzle holds an M.B.A. with a concentration in marketing and manufacturing from Case Western Reserve University. He earned a B.S. in business administration from the University of Akron.

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

Board of Directors

Meeting Attendance

 

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

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

DMC GLOBAL INC.• 2022 PROXY STATEMENT

13

Back to Contents

BOARD OF DIRECTORS

MEETING ATTENDANCE

Directors are encouraged to attend our Annual Meeting of Stockholders. All of our directors then in office attended the 20182021 Annual Meeting of Stockholders.

 

During the fiscal year ended December 31, 2018,2021, the Board held nine16 meetings. During the fiscal year ended December 31, 2018,2021, each of our directors attended more than 75% of the aggregate of (i) the number of meetings of the Board held during the period in which he or she was a director and (ii) the number of meetings of the committees on which he or she served.

Director Independence

DIRECTOR INDEPENDENCE

 

The Board has determined that seven of the eight current directors, Messrs. Aldous, Cariou, Cohen, Ferris, Graff, Kelly and Rose and Ms.Mses. Bertone and Dreessen, are "independent"“independent” directors under the rules promulgated by the Securities and Exchange Commission ("SEC"(“SEC”) and the applicable rules of the Nasdaq. In making its determinations of independence, the Board considered factors for each director such as other directorships, employment or consulting arrangements, and any relationships with our customers or suppliers. The Board also considered a review of any transactions that occurred since the beginning of 2016 with entities associated with our directors or members of their immediate family.

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

 

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

Board Leadership Structure

BOARD LEADERSHIP STRUCTURE

 

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

Table of Contents

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

 

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

 

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

Board Committees

DMC GLOBAL INC.• 2022 PROXY STATEMENT

14

Back to Contents

BOARD COMPOSITION

 

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

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

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

DMC GLOBAL INC.• 2022 PROXY STATEMENT

15

Back to Contents

BOARD COMMITTEES

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

MEMBERS OF THE COMMITTEES OF THE BOARD OF DIRECTORS AS OF MARCH 22, 2019

		Audit Committee				Compensation Committee				Corporate Governance Governance and Nominating Committee				Health, Safety, Security and EnvironmentRisk Committee
INDEPENDENT DIRECTORS
David C. AldousAldous*			Member		Member
Andrea E. Bertone		Member				Member
Robert A. Cohen
Yvon Pierre CariouRuth I. Dreessen									Chair
Robert A. Cohen				Chair		Member
Richard P. Graff		Chair						Member
James J. Ferris(1)Michael A. Kelly		Member			Member		Member
Clifton Peter Rose				Member		Chair
NON-INDEPENDENT DIRECTORS
Kevin T. Longe								Member

---

(1)

Not standing for re-election at our 2019 annual general meeting.

 Member  Chair * Non-Executive Chairman

The Audit Committee

 

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

Table of Contents

of the Nasdaq. The Audit Committee has determined that Mr. Graff qualifies as an "audit“audit committee financial expert"expert” under the rules of the SEC.

 

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

 

During 20182021 the Audit Committee met sixnine times.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

16

Back to Contents

The Compensation Committee

 

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

The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Compensation Committee in its sole discretion deems appropriate. The Compensation Committee is currently composed of four directors, each of whom is a non-employee director that the Board has determined to be "independent"“independent” under SEC and Nasdaq rules.

 

During 20182021 the Compensation Committee met four times.

The Corporate Governance and Nominating Committee

 

The Corporate Governance and Nominating Committee recommends director nominees and sets corporate governance policies for the Board and Company. The Corporate Governance  and Nominating Committee currently has fourthree directors, each of whom is a non-employee director that the Board has determined to be "independent"“independent” under the SEC and Nasdaq rules. The main purposes of this Committee are (i) to identify and recommend individuals to the Board for nomination as members of the Board and its committees; (ii) to develop and recommend to the Board corporate governance principles applicable to the Company; (iii) to oversee the Board'sBoard’s annual evaluation of its performance; (iv) in coordination with the Audit Committee, review compliance with the Company'sCompany’s Code of Ethics, and;Ethics; and (v) to undertake such other duties as the Board may from time to time delegate to the Committee.

 The

During 2021, the Corporate Governance and Nominating Committee held metfour meetings during 2018.times.

The Health, Safety, SecurityRisk Committee

The Risk Committee (“Risk Committee”) is responsible for broad oversight of risk, with the primary purpose of assisting the Board with its oversight of the Company’s level of risk, risk assessment and Environment Committee

        The Health, Safety, Security and Environment Committee ("HSSE Committee") reviewsrisk management in areas not otherwise addressed by other committees of the Company's performance in meeting itsBoard. This includes review of the health, safety, securityenvironmental and environmental objectivessustainability practices and facilitatespolicies of the Board's oversight of these critical operational issues. The Committee's responsibilities with respect to security matters includeCompany and controls around cybersecurity and data privacy and security generally. cyber incident responses.

The HSSERisk Committee is currently comprised of twothree non-employee directors whom the Board has determined are "independent"“independent” under SEC and Nasdaq rules, and our CEO, and the Company's vice president, corporate health, safety, security and environment and its chief information officer.CEO.

 

The HSSERisk Committee met fivefour timesduring 2018.2021.

DMC GLOBAL INC.• 2022 PROXY STATEMENT

17

Back to Contents

CORPORATE GOVERNANCE

Table of ContentsCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Corporate Governance

Compensation Committee Interlocks and Insider Participation

We do not have any interlocking relationships between any director who currently serves or served during 20182021 as a member of our Compensation Committee and any of our executive officers that would require disclosure under the applicable rules promulgated under the U.S. federal securities laws.

Corporate Governance Guidelines

 

CORPORATE GOVERNANCE GUIDELINES

DMC is committed to sound principles of corporate governance. Our Board has adopted Corporate Governance Guidelines prepared by the Corporate Governance and Nominating Committee. Among other things, the guidelines provide that directors should serve no longer than a total of 15 years as a non-employee director or after the director's 75th director’s 75^th birthday. Due to the unique circumstances of the Arcadia acquisition and the significant financial and internal control integration efforts that will occur in the coming year, the Board has elected to waive the age limit for Mr. Graff. He is expected to continue as a director and the Chair of the Audit Committee until the 2023 annual meeting.

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

Stock Ownership Guidelines

 

STOCK OWNERSHIP GUIDELINES

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

Pledging and Hedging Policies

 

PLEDGING AND HEDGING POLICIES

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

Code of Ethics and Business Conduct

 

CODE OF ETHICS AND BUSINESS CONDUCT

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

Risk Oversight

 

DMC GLOBAL INC.• 2022 PROXY STATEMENT

18

Back to Contents

RISK OVERSIGHT

Our senior management manages the risks facing the Company under the oversight and supervision of the Board. The Company has a global Enterprise Risk Management ("ERM"(“ERM”) team, which is comprised of senior management in key business areas and Mr. Yvon Cariou in his capacity as an independent director.areas. The ERM team employs a proactive approach to reviewing and analyzing current and potential risks facing the Company, and reports to the Board regarding the ERM process and risk findings on a quarterly basis. While the full Board is ultimately responsible for risk oversight at our Company, two of our Board committees assist the Board in fulfilling its oversight function in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk in the areas of financial reporting processes and internal controls around those processes (including cybersecurity related thereto), the Company’s compliance with legal and regulatory requirements and the financial risks of the Company. The Corporate Governance and Nominating Committee oversees governance matters, including cybersecurityprimary oversight of the Code of Ethics and otherBusiness Conduct. The Compensation Committee oversees the Company’s executive compensation strategy and programs, incentive compensation arrangements and the evaluation of risks related to the Company's computerized information system controls and security, and internal controls.thereto. The HSSERisk Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks related to operations, including health, safety, security (including cybersecuritythe Company’s level of risk, risk assessment and data privacy

Tablerisk management in areas not otherwise addressed by other committees of Contents

and security generally) and environment.the Board. Other general business risks such as economic and regulatory risks are monitored by the full Board.

Compensation Risk Assessment

 

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

 

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,11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80301.80021.

 

Qualifications for consideration as a director nominee may vary according to the particular area of expertise being sought as a complement to the existing Board composition. However, in making its nominations, the Corporate Governance and Nominating Committee considers, among other things, an individual'sindividual’s skills, attributes and functional, business and industry experience, financial background, breadth of knowledge about issues affecting our business, integrity, independence, diversity of experience, leadership, ability to exercise sound and ethical business judgementjudgment and time available for meetings and consultation.

 

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

 

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

DMC GLOBAL INC.• 2022 PROXY STATEMENT

19

Back to Contents

CommunicationsMAJORITY VOTING POLICY

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

COMMUNICATIONS WITH THE BOARD

The Board believes that it is important for stockholders to have a process to send communications to the Board. Accordingly, stockholders desiring to send a communication to the Board, or to a specific director, may do so by delivering a letter to our Secretary at DMC Global Inc., c/o Corporate Secretary, 5405 Spine Road, Boulder,11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80301.80021. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder—Board Communication"“Stockholder-Board Communication” or

Table of Contents

"Stockholder—Director “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.

Annual Board Assessments

ANNUAL BOARD ASSESSMENTS

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

Table of Contents

PROPOSAL 2—NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Company's record performanceCompany continued its focus on safety, operational excellence, innovation and strengthening our financial position and completed a significant acquisition, while continuing to navigate challenging market conditions in 2018 is the result of our substantial efforts over the past five years to restructure and reposition DMC.2021. We believe our executive compensation program has played a critical role in retaining the key members of our management team and motivating them to focus on the creation of long-term stockholder value.value during another year of significant challenges.

Pursuant to Section 14A of the Exchange Act and SEC Rule 14a-2(a), we are providing our stockholders the opportunity to vote on a non-binding advisory resolution to approve the compensation of our named executive officers ("(“Say on Pay"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 20192022 Annual Meeting, the next advisory Say-on-Pay vote is anticipated to be held at our 20202023 Annual Meeting of Stockholders.

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

 "RESOLVED,

“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."

Requisite Vote”

REQUISITE VOTE

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

THE BOARD RECOMMENDS
A VOTE "FOR" APPROVAL OF PROPOSAL 2.

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

Table

On March 2, 2022, the Board, determining it to be advisable and in the best interests of Contents

PROPOSAL 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
the Company and its stockholders, authorized, subject to approval and adoption by the stockholders, an amendment (the “Authorized Shares Amendment”) to our Amended and Restated Certificate of Incorporation (as amended by the Authorized Shares Amendment, the “Post-Authorized Shares Certificate”) to increase the number of authorized shares of our common stock from 25 million to 50 million. The full text of the Authorized Shares Amendment is attached to this proxy statement as Appendix A.

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

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

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

EFFECTIVE TIME

The effective time of the Authorized Shares Amendment, if approved by the stockholders and not otherwise abandoned by the Board, will be the time that the Certificate of Amendment setting forth the Authorized Shares Amendment is filed with the Delaware Secretary of State. The exact timing of the filing of the Certificate of Amendment setting forth the Authorized Shares Amendment will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and its stockholders.

If, at any time prior to the filing of the Certificate of Amendment setting forth the Authorized Shares Amendment with the Delaware Secretary of State, notwithstanding stockholder approval and without further action by the stockholders, the Board, in its sole discretion, determines that it is in the Company’s best interests and the best interests of our stockholders to abandon the Authorized Shares Amendment, the Authorized Shares Amendment may be abandoned.

PROPOSED RESOLUTION

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

RESOLVED, that the amendment to the Amended and Restated Certificate of Incorporation of DMC Global Inc. to increase the number of authorized shares of DMC Global common stock from 25 million to 50 million is hereby approved and adopted.

REQUISITE VOTE

Approval of the Authorized Shares Proposal will require the affirmative vote of the holders of a majority in voting power of the outstanding shares of DMC Global common stock.

If you fail to vote or submit a proxy or fail to instruct your broker to vote (and your broker does not exercise its discretion to vote your shares on this matter) or vote to “abstain,” it will have the same effect as a vote “AGAINST” the Authorized Shares Proposal.

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

The Audit Committee of the Board has selected Ernst & Young LLP ("EY"(“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2022. EY has been so engaged since 2002.

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. 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,considers, among other things:

•

EY's historical and recent performance on the Company's audit, including the extent and quality of EY's communications with the Audit Committee;



•

The appropriateness of EY's fees;



•

EY's tenure as our independent auditor and its depth of understanding of our global operations and business, operations and systems, accounting policies and practices, including the potential effect on the financial statements of the major risks and exposures facing the Company, and internal control over financial reporting;



•

EY's demonstrated professional integrity and objectivity, including through rotation of the lead audit partner and other key engagement partners;



•

EY's capabilities and expertise in handling the breadth and complexity of our global operations, and



•

The advisability and potential impact of selecting a different independent accounting firm.

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

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

Table of Contents

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, 20182021 and 2017.

Audit Committee Pre-Approval Policies and Procedures2020.

AUDITOR FEES

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

In accordance with the SEC'sSEC’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 20182021 in accordance with our formal policy on auditor independence.

Requisite Vote

REQUISITE VOTE

The selection of our auditors will be ratified ifby the numbermajority of votes cast in favor of the proposal exceeds the votes cast opposing theon this 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 3.

THE BOARD RECOMMENDS VOTE “FOR” APPROVAL OF PROPOSAL 4.

Table of Contents

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

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

As of December 31, 2018,2021, the Audit Committee of DMC Global Inc. (the "Company"“Company”) was comprised of Messrs. Richard P. Graff (Chairman), and David C. Aldous and James J. FerrisMses. Andrea E. Bertone and Ruth I. Dreessen, each of whom the Board of Directors of the Company has determined to be independent as that concept is defined in Section 10A of the Exchange Act, the rules promulgated by the SEC thereunder;thereunder and the applicable rules of the Nasdaq. The Audit Committee has adopted a Charter that describes its responsibilities in detail. The Charter is available on the Company'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, 2018.2021.

Audit Committee Members:

Richard P. Graff, Chairman

David C. Aldous

Andrea E. Bertone

Ruth I. Dreessen

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)