DMC Global Inc. appointed Mr. Kuta as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


CEO Appointment

As previously disclosed, David Aldous and Michael Kuta were appointed as interim co-President and Chief Executive Officers of DMC Global Inc. (the "Company") on January 17, 2023. On August 4, 2023, Mr. Kuta was appointed as the sole President and CEO and a director of the Company, and Mr. Aldous stepped down from his position as interim co-President and Chief Executive Officer. Mr. Aldous remains a member of the Company's Board of Directors and was re-appointed as Chairman of the Board effective August 4, 2023. 


In connection with his appointment as President and CEO, Mr. Kuta entered into an offer letter with the Company (the "Offer Letter"), pursuant to which (i) his base salary will be increased to $675,000, (ii) he will be eligible for a performance-based incentive bonus targeted at $675,000 and (iii) he will be eligible for annual long-term incentive equity awards valued at $2.0 million, subject to time-based and incentive-based vesting requirements, and will receive a proportionate grant concurrent with the next annual grant related to his service as President and CEO in 2023. The foregoing description of the Offer Letter is qualified in its entirety by the text of the Offer Letter, which is filed as Exhibit 10.1 hereto. 


Biographical information concerning Mr. Kuta is set forth in the Company's Proxy Statement filed on March 28, 2023. There are no arrangements or understandings between Mr. Kuta and any other persons pursuant to which he was appointed to his positions with the Company. There are no related party transactions between Mr. Kuta and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Kuta and the Company's other executive officers and directors. 


Director Appointment

On August 4, 2023, the Company appointed Ouma Sananikone, 58, as a director of the Company. Ms. Sananikone has over 30 years in finance and investment management experience at both executive and board levels. She retired as Managing Director, Corporate Strategy & Development, of BT Financial Group/Westpac Banking Corporation in 2003. She served in various consulting roles from 2003 to 2006 and from 2005 to 2008 was an Honorary Australian Financial Services Fellow on behalf of the Government of Australia. From 2000 to 2001 she was the Chief Executive Officer of Aberdeen Asset Management PLC. She is currently serving on the boards of Hafnia Ltd., iA Financial Group, Innergex Renewable Energy, Inc., and Ivanhoe Cambridge, Inc. She has spent over 30 years in finance and investment management at both executive and board levels. She graduated with a B.A. in Economics and Political Science from Australian National University and holds a Masters of Commerce degree from New South Wales University. 


Ms. Sananikone will serve on the Risk Committee. There are no arrangements or understandings between Ms. Sananikone and any other persons pursuant to which she was appointed to the board. There are no related party transactions between Ms. Sananikone and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There are no family relationships between Ms. Sananikone and the Company's executive officers and other directors. She will be compensated for her services as director pursuant to the Company's standard non-executive director compensation arrangements.