DMC Global (BOOM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, with voting on director elections, executive compensation, a new omnibus incentive plan, and auditor ratification.

• 2024 saw leadership transitions, including a new Executive Chairman and Interim CEO, and a strategic review of business units.

• Consolidated sales declined 11% to $642.9M, with adjusted EBITDA down 46% to $52.2M; Arcadia and DynaEnergetics saw declines, while NobelClad achieved its best sales in a decade.

• A $300M, five-year credit facility was secured to support growth and financial flexibility.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, a non-binding advisory vote on executive compensation, approval of the 2025 Omnibus Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• Board recommends voting FOR all proposals.

• Stockholder proposals for the 2026 meeting must be received by December 2, 2025.

Board of directors and corporate governance

• Five of six current directors are independent; board leadership includes an Executive Chairman and a Lead Independent Director.

• Board committees: Audit, Compensation, Corporate Governance and Nominating, and Risk, all with independent members.

• Annual board assessments, majority voting policy, term limits, and overboarding restrictions are in place.

• Director nominations consider diversity, experience, and skills; a cooperation agreement led to the appointment of a new director in 2024.