DMC GLOBAL INC.

DEF 14A 1 lboom2022_def14a.htm DMC GLOBAL INC. - DEF 14A DMC GLOBAL INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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

DMC GLOBAL INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

MAY 11, 2022

8:30 a.m. Local Time

11800 Ridge Parkway,

Suite 300, Broomfield,
Colorado 80021

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:


INTERNET Visit the website on your proxy card

BY TELEPHONE Call the telephone number on your proxy card

BY MAIL Sign, date and return your proxy card in the enclosed envelope

IN PERSON Attend the annual meeting in Broomfield, Colorado See page 5 for instructions on how to attend

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

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

	NOTICE
	of Annual Meeting
	of Stockholders


	To the Stockholders of DMC Global Inc.:

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

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

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

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

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

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

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

The Board of Directors has fixed the close of business on March 17, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, this Annual Meeting and at any adjournment or postponement thereof.

We are holding our annual meeting in person and will observe appropriate COVID protocols and health and safety procedures. Stockholders and others may listen to the meeting in real-time by calling (888) 506-0062 or (973) 528-0011 (international access) and using the access code 346923, or via the Internet by using the URL: https://www.webcaster4.com/Webcast/Page/2204/44894, and stockholders may submit questions they would like to have answered at the meeting by sending those questions to our Corporate Secretary in advance of the meeting at the address set forth in “Information Concerning the Annual Meeting and Voting—Contact Information.” We will continue to monitor the COVID-19 situation and if changes to our current plan become advisable, we will disclose the updated plan on our proxy website (www.investorvote.com/boom). We encourage you to check this website prior to the meeting if you plan to attend.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 11, 2022.

Similar to last year, we will be using the “Notice and Access” method that allows companies to provide proxy materials to stockholders via the Internet. On or about March 31, 2022, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials which contains specific instructions on how to access Annual Meeting materials via the Internet, as well as instructions on how to request paper copies. We believe this process should provide a convenient way to access your proxy materials and vote. The Proxy Statement and our annual report on Form 10-K for the fiscal year ended December 31, 2021 are available at www.investorvote.com/boom.

		By Order of the Board of Directors,

		MICHELLE H. SHEPSTON
March 31, 2022		Executive Vice President, Chief Legal Officer and Secretary

Table of Contents

2022 PROXY SUMMARY	1

INFORMATION CONCERNING THE ANNUAL MEETING AND VOTING	5
GENERAL	5
SOLICITATION	5
OUTSTANDING SHARES AND QUORUM	5
VOTING RIGHTS AND PROCEDURES	5
APPRAISAL RIGHTS	6
REVOCABILITY OF PROXIES	6
VOTING YOUR SHARES	6
STOCKHOLDER PROPOSALS	7
CONTACT INFORMATION	7

PROPOSAL 1 ELECTION OF DIRECTORS	8

EXECUTIVE OFFICERS	13

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

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

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

PROPOSAL 3 AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES	22

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

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	26

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

SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021	37

GRANTS OF PLAN-BASED AWARDS	38

EMPLOYMENT AGREEMENTS	39

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021	41

STOCK VESTED DURING 2021	43

NON-QUALIFIED DEFERRED COMPENSATION	44

POTENTIAL PAYMENTS UPON TERMINATION	45

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

CEO PAY RATIO FOR FISCAL YEAR FOR 2021	48

EQUITY COMPENSATION PLAN INFORMATION	49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	50
DELINQUENT SECTION 16 REPORTS	52
CODE OF ETHICS AND BUSINESS CONDUCT	52

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	53

HOUSEHOLDING	55

OTHER MATTERS	56

APPENDIX A	A-1

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

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

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

	COMPENSATION ELEMENT		2021 DESIGN PHILOSOPHY
	• The Compensation Committee maintained salaries at 2020 levels, except for one executive receiving a 4.8% increase due to increase in responsibilities		• Generally, maintain salaries at 2020 levels due to continuing impacts of COVID and other impacts on the oil and gas industry • Changes to base salary consider level of responsibility and complexity of position, peer compensation levels, individual performance, market alignment and other factors

	• No change in target award opportunities		• Target awards set as a percentage of salary for each NEO • Weightings and metrics: • 70% — Company Performance • 30% — Individual Performance • No payout on a metric if performance is below threshold; award capped at 180% of target

	• Compensation Committee maintained grants at levels approximating 2020 levels		• Consists of time-based restricted stock or restricted stock units (RSUs) (one-half of target LTI value) and performance-based stock units (PSUs) (one-half of target LTI value) • Restricted stock or RSUs vest ratably over 3-year period based on continued service • PSUs vest at end of 3-year period based on metrics set at time of grant • Actual awards can range from 0% to 200% of target award • Metrics: • Relative TSR • Adjusted EBITDA

WHAT WE DO		WHAT WE DON’T DO
	Provide the majority of compensation in performance-based pay		No “single-trigger” change of control severance benefits
	Maintain robust stock ownership requirements		No hedging transactions or pledging of our common stock by directors, officers or employees
	Maintain a clawback policy		No evergreen provision in the equity incentive plan
	Use an independent compensation consultant engaged by the Compensation Committee		No liberal share recycling
	Conduct annual compensation program risk assessment		No liberal definition of change of control
	Limit perquisites		No defined benefit plans for executive officers

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

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

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

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

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

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

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

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

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

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

	Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee	Risk Committee
INDEPENDENT DIRECTORS
David C. Aldous*
Andrea E. Bertone
Robert A. Cohen
Ruth I. Dreessen
Richard P. Graff
Michael A. Kelly
Clifton Peter Rose
NON-INDEPENDENT DIRECTORS
Kevin T. Longe

•	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.

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

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

TABLE OF CONTENTS

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

	Compensation Component	Purpose
FIXED	Base salary		Provide a competitive fixed rate of pay relative to similar positions in the market
FIXED	Paid in cash		Enable the Company to attract and retain critical executive talent
AT RISK	Short-term incentives Paid in cash under the annual incentive plan		Focus NEOs on achieving rigorous and progressively challenging short-term performance goals that align with the Company’s annual operating plan and result in long-term value creation
AT RISK	Long-term incentives Paid under the equity incentive plan using a mix of equity vehicles		Focus NEOs on longer-term relative and absolute performance goals that strongly align with and drive stockholder value creation, as well as support the Company’s leadership retention strategy

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

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

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

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

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

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

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

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

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

SEC Form DEF 14A filed by DMC Global Inc.