Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 20, 2023, DMC Global Inc. (the "Company") appointed Eric Walter as
the Chief Financial Officer of the Company, effective as of the business day
after the filing of the Company's annual report on Form 10-K for the year ended
December 31, 2022 with the Securities and Exchange Commission. He will replace
Michael Kuta as Chief Financial Officer.
Mr. Walter, 53, joins the Company from Jacobs Solutions Inc. ("Jacobs
Solutions"), an engineering and technology services firm. Mr. Walter joined
Jacobs Solutions in 2017 as Senior Vice President of Finance and most recently
served as the Chief Financial Officer of Jacobs Solutions' People & Places
Solutions division. Before joining Jacobs Solutions, Mr. Walter spent 13 years
in the industrial distribution sector, first at Unisource Worldwide, Inc. and
later at Veritiv Corporation. Mr. Walter graduated with a B.A. in Accounting and
Business Administration from Furman University and a MBA from Duke University.
He also holds the Certified Public Accountant, Chartered Financial Analyst and
Certified Treasury Professional designations.
In connection with Mr. Walter's appointment as the Company's Chief Financial
Officer, the Company entered into an employment offer letter (the "Offer
Letter") with Mr. Walter setting forth the terms of his employment and
compensation. In accordance with the Offer Letter, Mr. Walter will receive a
base salary of $440,000 per year and will be eligible to receive an annual bonus
at a target of 60% of his base salary, which will be aligned with pre-determined
Company financial goals and individual performance. Mr. Walter will also be
eligible for annual long term incentive grants at a target of 1.5 times his
annual base salary and will receive a restricted stock grant with a value of
$800,000 as a signing bonus, with half of such grant to vest on the first
anniversary of the grant date and the remainder to vest on the second
anniversary of such date.
There is no arrangement or understanding between Mr. Walter and any other
persons pursuant to which he was appointed as Chief Financial Officer of the
Company. There are no related party transactions between Mr. Walter and the
Company that would be required to be reported under Item 404(a) of Regulation
S-K. There are no family relationships among Mr. Walter and our executive
officers and directors.
The foregoing description of the Offer Letter does not purport to be complete
and is qualified in its entirety by reference to the full text of the Offer
Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 20, 2023, the Company issued a press release to announce the
appointment of Eric Walter as the Company's Chief Financial Officer. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The information provided in Item 7.01 of this Current Report, including Exhibit
99.1 hereto, is being furnished and shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not
be deemed incorporated by reference in any filings under the Securities Act of
1933, as amended, unless specifically stated so therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 O ffer Letter , dated December 20, 2 022.
99.1 Press Release, dated January 20, 2023.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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