DMC Global Inc.
12/16/2024 | Press release | Distributed by Public on 12/16/2024 16:03
Management Change/Compensation Form 8 K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, the Board of Directors (the "Board") of DMC Global Inc. (the "Company") appointed James O'Leary as Interim President and Chief Executive Officer of the Company ("Interim CEO"), effective as of November 29, 2024 (the "Effective Date"). On December 11, 2024, the Company entered into a letter agreement (the "Agreement") with respect to Mr. O'Leary's service in such role. The Agreement, which has a term commencing on the Effective Date and continuing through June 30, 2025, unless modified by written agreement of the parties, continues the base salary of $500,000 previously agreed to by the Company and Mr. O'Leary for his service as Executive Chairman of the Company. The Agreement also provides that Mr. O'Leary will be eligible for certain cash payments in the aggregate target amount of $2,000,000. The actual amount of such payments will be determined based on, as applicable, completion of targets or performance of certain ongoing transition services as specified in the Agreement, including, but not limited to: (i) the assumption of all critical pre-existing workstreams and relationships from the former Chairman of the Board and the former President and Chief Executive Officer of the Company, (ii) managing and engaging external parties on potential strategic alternatives or potential strategic capital solutions, respectively, and (iii) preparing and finalizing for Board review and approval individual business unit plans and budgets for each of the Company's three business segments for fiscal 2025. If Mr. O'Leary's position as Interim CEO terminates prior to June 30, 2025 due to a termination without Cause (as defined in the Agreement) or his resignation for Good Reason (as defined in the Agreement), he will be paid: (i) in a lump sum, an amount equal to his base salary for the period from the date of such termination through June 30, 2025, and (ii) an amount equal to the then-unpaid aggregate cash payments. The foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.