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 14, 2025

8:30 a.m. Local Time

11800 Ridge Parkway,

Suite 300,

Broomfield, Colorado 80021

NOTICE

of Annual Meeting of Stockholders

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.

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 14, 2025, at 8:30 a.m. local time at 11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021, for the following purposes:

1.	To elect the five director nominees identified in the accompanying proxy statement to hold office until the 2026 Annual Meeting of Stockholders;
2.	To approve a non-binding, advisory vote on the compensation of our named executive officers;
3.	To approve the DMC Global Inc. 2025 Omnibus Incentive Plan;
4.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; 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 20, 2025 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.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 14, 2025. 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 April 1, 2025, 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, 2024 are available at www.investorvote.com/boom.

By Order of the Board of Directors,

ERIC V. WALTER

Chief Financial Officer

Table of Contents

2025 PROXY SUMMARY	1
INFORMATION CONCERNING THE ANNUAL MEETING AND VOTING	2
GENERAL	2
SOLICITATION	2
OUTSTANDING SHARES AND QUORUM	2
VOTING RIGHTS AND PROCEDURES	2
APPRAISAL RIGHTS	3
REVOCABILITY OF PROXIES	3
VOTING YOUR SHARES	3
STOCKHOLDER PROPOSALS	4
CONTACT INFORMATION	4
NOTICE TO INVESTORS CONCERNING FORWARD-LOOKING STATEMENTS	4
PROPOSAL 1 ELECTION OF DIRECTORS	5
EXECUTIVE OFFICERS	8
BOARD OF DIRECTORS	9
MEETING ATTENDANCE	9
DIRECTOR INDEPENDENCE	9
BOARD LEADERSHIP STRUCTURE	9
BOARD COMMITTEES	10
CORPORATE GOVERNANCE	12
TERM LIMITATIONS	12
OVERBOARDING AND LIMITS ON BOARD SERVICES	12
MAJORITY VOTING POLICY	12
ANNUAL BOARD ASSESSMENTS	13
STOCK OWNERSHIP GUIDELINES	13
INSIDER TRADING POLICY	13
PLEDGING AND HEDGING POLICIES	13
CODE OF ETHICS AND BUSINESS CONDUCT	13
RISK OVERSIGHT	14
COMPENSATION RISK ASSESSMENT	14
DIRECTOR NOMINATIONS	14
COOPERATION AGREEMENT	15
COMMUNICATIONS WITH THE BOARD	16
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	16
PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	17
PROPOSAL 3 APPROVAL OF THE DMC GLOBAL INC. 2025 OMNIBUS INCENTIVE PLAN	18
PROPOSAL 4 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	27
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	29
EXECUTIVE COMPENSATION	30
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)	30
COMPENSATION COMMITTEE REPORT	42
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2024	43
GRANTS OF PLAN-BASED AWARDS	44
EMPLOYMENT AGREEMENTS	46
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024	49
STOCK VESTED DURING 2024	51
NON-QUALIFIED DEFERRED COMPENSATION	52
POTENTIAL PAYMENTS UPON TERMINATION	53
PAY VERSUS PERFORMANCE	55
DIRECTOR COMPENSATION	61
COMPENSATION FOR NON-EMPLOYEE DIRECTORS	61
STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS	61
CEO PAY RATIO FOR FISCAL YEAR 2024	62
EQUITY COMPENSATION PLAN INFORMATION	64
POLICIES AND PRACTICES REGARDING CERTAIN EQUITY AWARDS	65
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	66
DELINQUENT SECTION 16 REPORTS	68
CODE OF ETHICS AND BUSINESS CONDUCT	68
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	69
HOUSEHOLDING	70
OTHER MATTERS	71
APPENDIX A DMC GLOBAL INC. 2025 OMNIBUS INCENTIVE PLAN	72
GLOSSARY OF DEFINED TERMS	89

Time and Date	8:30 a.m. local time, May 14, 2025
Place	11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021
Record Date	March 20, 2025

•	The election of the five director nominees identified in this proxy statement
•	An advisory vote on the compensation of our named executive officers
•	Approval of the DMC Global Inc. 2025 Omnibus Incentive Plan (the “2025 Plan”)
•	The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for 2025
•	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	5
2. Advisory vote on executive compensation	FOR	17
3. Approval of the 2025 Plan	FOR	18
4. Ratification of appointment of Ernst & Young LLP as auditor for 2025	FOR	27

•	Via the Internet: If you received a Notice of Internet Availability of Proxy Materials, you can access our proxy materials and vote online. Instructions to vote online are provided in the Notice.
•	By Telephone: You may vote your shares by calling the telephone number specified on your proxy card. You will need to follow the instructions on your proxy card and the voice prompts.
•	By Written Proxy: If you have received or requested a paper copy of the proxy materials, please date and sign the proxy card and return it promptly in the accompanying envelope.
•	In Person: All stockholders of record may vote in person at the Annual Meeting. For those planning to attend in person, we also recommend submitting a proxy card or voting by telephone or via the Internet to ensure that your vote will be counted if you later decide not to attend the meeting.

Name	Position	Age
James O’Leary	Executive Chairman, Interim President and Chief Executive Officer	62
Simon M. Bates	Director	58
Ruth I. Dreessen	Director	69
Michael A. Kelly	Director	68
Ouma Sananikone	Lead Independent Director	67

	Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee	Risk Committee
INDEPENDENT DIRECTORS
Simon M. Bates
Ruth I. Dreessen
Michael A. Kelly
Clifton Peter Rose
Ouma Sananikone**
NON-INDEPENDENT DIRECTORS
James O’Leary*

Director Nominees	O’Leary	Dreessen	Kelly	Bates	Sananikone
Key Skills & Experience
Public Company Director (Other than DMC)
Executive Leadership
Industry Background
Financial Literacy/Accounting
Environmental, Social & Governance
Risk Management
Manufacturing

2025 PROXY SUMMARY

ANNUAL MEETING OF STOCKHOLDERS

AGENDA

VOTING MATTERS

INFORMATION CONCERNING THE ANNUAL MEETING AND VOTING

GENERAL

SOLICITATION

OUTSTANDING SHARES AND QUORUM

VOTING RIGHTS AND PROCEDURES

APPRAISAL RIGHTS

REVOCABILITY OF PROXIES

VOTING YOUR SHARES

STOCKHOLDER PROPOSALS

CONTACT INFORMATION

NOTICE TO INVESTORS CONCERNING FORWARD-LOOKING STATEMENTS

PROPOSAL 1

NOMINEES

REQUISITE VOTE

EXECUTIVE OFFICERS

BOARD OF DIRECTORS

MEETING ATTENDANCE

DIRECTOR INDEPENDENCE

BOARD LEADERSHIP STRUCTURE

BOARD COMMITTEES

The Audit Committee

The Compensation Committee

The Corporate Governance and Nominating Committee

The Risk Committee

CORPORATE GOVERNANCE

TERM LIMITATIONS

OVERBOARDING AND LIMITS ON BOARD SERVICES

MAJORITY VOTING POLICY

ANNUAL BOARD ASSESSMENTS

STOCK OWNERSHIP GUIDELINES

INSIDER TRADING POLICY

PLEDGING AND HEDGING POLICIES

CODE OF ETHICS AND BUSINESS CONDUCT

RISK OVERSIGHT

COMPENSATION RISK ASSESSMENT

DIRECTOR NOMINATIONS

SEC Form DEF 14A filed by DMC Global Inc.