DMC GLOBAL INC (BOOM)
Sector: Energy
2026 Annual Meeting Analysis
DMC GLOBAL INC · Meeting: May 13, 2026
Directors FOR
2
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mr. O'Leary has served as a director since November 2023, giving him more than 24 months of tenure, so the new-director exemption does not apply; the stock has lost 75.5% over three years while the XLI sector ETF gained 66.9%, a gap of roughly 142 percentage points that far exceeds the 30-percentage-point trigger threshold for companies with negative absolute returns, and the five-year return of -90.6% provides no mitigating recovery context.
Ms. Dreessen has served since October 2020, giving her full overlap with the three-year underperformance period; the stock's -75.5% three-year return against the XLI ETF's +66.9% produces a gap of approximately 142 percentage points, far exceeding the 30-percentage-point threshold, and the -90.6% five-year return confirms this is sustained underperformance with no recovery mitigant.
Mr. Kelly has served since July 2020 and holds seats on three other public company boards (Amicus Therapeutics, NeoGenomics, and Prime Medicine) in addition to DMC, reaching the four-total-board limit set by the policy; separately, the stock's -75.5% three-year return versus the XLI ETF's +66.9% produces a ~142-percentage-point gap well above the 30-percentage-point trigger, and the -90.6% five-year return confirms sustained underperformance without any recovery mitigant.
Ms. Sananikone was appointed in August 2023, which is more than 24 months before this meeting date, so she does not qualify for the new-director exemption; the stock's -75.5% three-year return against the XLI ETF's +66.9% results in a roughly 142-percentage-point gap far exceeding the 30-percentage-point threshold, and the five-year return of -90.6% offers no recovery context to downgrade the vote.
For Analysis
Mr. Doubman was appointed in June 2025, giving him less than 24 months of tenure, so he is exempt from the TSR underperformance trigger under the policy's new-director exemption; no other disqualifying factors (overboarding, attendance, independence concerns) are present.
Ms. Spurlin was appointed in September 2025, giving her less than 24 months of tenure, so she is exempt from the TSR underperformance trigger; no overboarding, attendance, or independence issues are present.
Four of six director nominees receive an AGAINST vote due to the severe and sustained TSR underperformance trigger: the stock has fallen 75.5% over three years while the XLI industrials ETF gained 66.9%, a gap of approximately 142 percentage points that vastly exceeds the 30-percentage-point threshold applicable to companies with negative absolute returns. The five-year return of -90.6% eliminates any 5-year mitigant. The two newest directors (Doubman, appointed June 2025, and Spurlin, appointed September 2025) are exempt under the 24-month new-director rule. Mr. Kelly also independently triggers overboarding concern by sitting on four public boards total.
Say on Pay
✗ AGAINSTCEO
James O’Leary
Total Comp
$5,615,614
Prior Support
85%%
The CEO received total compensation of approximately $5.6 million in 2025 — a year in which consolidated revenue fell 5%, Adjusted EBITDA dropped 33%, and the stock lost roughly 38% in one year and 75.5% over three years — representing severe underperformance against the XLI industrials ETF (which gained 66.9% over three years), a gap of approximately 142 percentage points far exceeding the 20-percentage-point pay-for-performance misalignment threshold. The current long-term incentive plan uses internal Adjusted EBITDA and Adjusted Free Cash Flow metrics with no relative total shareholder return component, meaning above-benchmark equity awards can be earned even as shareholders experience catastrophic losses, which the policy treats as incentive pay not aligned with shareholder outcomes. Prior Say on Pay support was above 85% so no prior-vote-response issue applies, but the structural disconnect between the size of the CEO's pay package and the company's deeply negative stock performance creates a clear pay-for-performance failure under policy.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
$1,880,109
Non-Audit Fees
$777,191
The non-audit fees paid to EY in 2025 — comprising Tax Fees of $180,151 and All Other Fees of $597,040, totaling $777,191 — represent approximately 41% of audit fees when measured narrowly, but the policy requires including all non-audit services; this $777,191 total equals about 41% of the $1,880,109 audit fee on a narrow basis, however when audit-related fees are excluded (they were zero in 2025) the correct ratio is $777,191 / $1,880,109 = approximately 41%, which is below the 50% threshold; on re-examination, the ratio of non-audit fees ($180,151 tax + $597,040 other = $777,191) to audit fees ($1,880,109) is 41.3%, which does not trigger the >50% threshold — however, auditor tenure is disclosed at 24 years (engaged since 2002), which is below the 25-year trigger; accordingly no policy trigger fires and the vote is FOR.
Overall Assessment
This ballot presents significant governance concerns at DMC Global: four of six director nominees receive AGAINST votes due to the company's catastrophic three-year stock performance (-75.5% versus the XLI ETF's +66.9%), which triggers the TSR underperformance threshold by approximately 112 percentage points above the policy limit, and the Say on Pay vote also receives an AGAINST due to a structural disconnect between above-market CEO compensation and deeply negative shareholder returns over the same period. The auditor ratification (EY, 24 years of tenure, non-audit fee ratio of approximately 41%) passes all policy screens and receives a FOR vote.