Antoine Nobili
DMC GlobalAbout Antoine Nobili
Antoine Nobili is President of NobelClad (a DMC Global segment) since July 2020. He joined NobelClad in 1995 (R&D), became Product Manager in 2000, General Manager of the Rivesaltes, France plant in 2003, and Managing Director EMEA in 2009 after 11 years leading European operations; he holds an MBA from IFG (France) and a master’s in mechanical engineering from ENIT Tarbes . Under his leadership, NobelClad met or exceeded 2024 segment targets: revenue $105.4M (target $105M), SG&A 13.1% (target 13.1%), Adjusted EBITDA margin 22.0% (target 16.2%), with Compensation Committee crediting 100% for cash conversion days, yielding a 121% payout on the company-performance component of his bonus . As of March 20, 2025, Nobili beneficially owned 29,097 shares (17,969 common + 11,128 RSUs), excluding 12,938 PSUs; ownership is <1% of outstanding .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NobelClad | President | Jul 2020–present | Leads segment; achieved 2024 revenue/EBITDA performance above targets |
| NobelClad (EMEA) | Managing Director (EMEA) | 2009–2020 | Led EMEA region incl. German operations; 11 years as MD of European operations |
| NobelClad (Rivesaltes, France) | General Manager of Operations | 2003–2009 | Ran manufacturing operations at Rivesaltes facility |
| NobelClad | Product Manager (ETJs) | 2000–2003 | Led commercialization of explosion‑welded electrical transition joints for aluminum smelting industry |
| NobelClad | R&D Engineer | 1995–2000 | Product and process development foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in public filings | – | – | No external directorships/roles disclosed in the proxy’s executive officer biographies |
Fixed Compensation
| Component | 2024 Amount | Basis/Notes |
|---|---|---|
| Base salary (contract target) | €206,000 | 2024 base salary approved for Nobili; +3.0% vs 2023 (€200,000) |
| Salary actually paid (SCT) | $222,885 | Summary Compensation Table (FY2024) |
| Target annual bonus | 40% of base salary | Per employment addendum (NobelClad Europe SAS), and proxy target table |
| Retention agreement (Dec 2, 2023) | Up to €275,000 | Earned €100,000 in 2024; €175,000 forfeited as sale conditions unmet |
Performance Compensation
| Metric (NobelClad 2024) | Weight | Threshold | Target | Max | Actual | Payout result |
|---|---|---|---|---|---|---|
| Revenue ($M) | 10% | $95 | $105 | $120 | $105.4 | Contributed to 121% company component payout |
| SG&A % of revenue | 20% | 14.2% | 13.1% | 12.1% | 13.1% | Contributed to 121% company component payout |
| Adjusted EBITDA % | 20% | 13.7% | 16.2% | 19.2% | 22.0% | Contributed to 121% company component payout |
| Cash Conversion Days | 30% | 90 | 85 | 80 | Ending 74; quarterly average below target; Committee deemed 100% for metric | Contributed to 121% company component payout |
| 2024 Annual Bonus Computation | Target Award | Company Component Earned | Individual Component Earned | Total Earned |
|---|---|---|---|---|
| Antoine Nobili | €82,400 | €79,700 | €16,480 | €96,180 |
Notes:
- For 2024, Messrs. Grieves and Nobili bonus mix used 80% quantitative company metrics and 20% qualitative individual performance .
- For 2025, the company-performance component becomes 100% of bonus, based on Adjusted EBITDA and Adjusted FCF for NobelClad (50%/50% weighting); no individual component going forward .
Long-Term Equity Awards and Vesting
| Grant Type | Grant Date | Units (Target) | Vesting Schedule | Performance Condition | Grant Date Fair Value |
|---|---|---|---|---|---|
| RSUs | Feb 28, 2024 | 3,455 | 2/3 on 2nd anniversary; 1/3 on 3rd anniversary, subject to continued employment | Time-based | $60,497 |
| PSUs | Feb 28, 2024 | 3,455 | Cliff on 3rd anniversary | Relative TSR vs S&P SmallCap 600 Industrials (0–200% payout) | $84,026 |
| Stock vested in 2024 | Various prior grants | 1,845 | Vested during 2024 | Per award terms | $31,106 value realized |
Vesting/acceleration mechanics:
- RSUs and RSAs accelerate on involuntary termination without cause; PSUs remain eligible to vest at target based on performance at end of period if involuntarily terminated without cause; both RSUs/RSAs and PSUs accelerate at target on death/disability .
- Plan change-in-control terms provide for pro rata vesting based on actual (if determinable) or target performance as of change-in-control date .
Equity Ownership & Alignment
| As of March 20, 2025 | Common Stock | RSUs | Deferred Stock | Total Beneficially Owned | Ownership % | Notes |
|---|---|---|---|---|---|---|
| Antoine Nobili | 17,969 | 11,128 | – | 29,097 | <1% | Excludes 12,938 PSUs from ownership count |
Policies and guidelines:
- Anti‑hedging and anti‑pledging: Executives are prohibited from hedging DMC stock, holding in margin accounts, or pledging as collateral, reducing pledge/forced sale risk .
- Stock ownership guidelines: NEOs must, after three years, hold stock equal to shares awarded over prior three years (net of tax withhold); all NEOs are in compliance or in the exception period .
Employment Terms
| Scenario | Cash Severance/Payments | Equity Treatment | Other Terms/Notes |
|---|---|---|---|
| Involuntary termination without cause (incl. CoC without cause) | $485,104 base salary equivalent under French law; methodology: 20 months of last monthly salary plus €3,500 per year of employment (converted at 1.0820) | RSAs/RSUs accelerate; PSUs determined at target at end of period | Total illustrated: $593,876 incl. $108,772 accelerated restricted stock value (valued at $7.35) |
| Death/Disability/Retirement | $111,448 base salary; $52,033 incentive bonus | RSAs/RSUs and PSUs accelerate at target | Total illustrated: $272,253 incl. $108,772 accelerated restricted stock value |
| Voluntary retirement (France) | Six months of average last 12 months of salary and bonus | Standard treatment | French-law based; Euro → USD converted at 1.0820 in proxy examples |
Other:
- Employment addendum (July 24, 2020) provides for base salary and participation in annual incentive plan (40% target) and in NobelClad Europe SAS profit-sharing plan .
- Company clawback policy applies to NEO incentive compensation upon accounting restatements .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation included $144,523 equity grants (RSUs/PSUs), €96,180 cash bonus, and $222,885 salary; equity continues to be a meaningful component via TSR‑linked PSUs .
- Shift in performance risk: 2024 PSUs moved to 100% relative TSR vs S&P 600 Industrials (away from prior 75% TSR/25% EBITDA mix), increasing market‑beta exposure; 2025 annual bonus eliminates individual component, focusing 100% on quantitative Adjusted EBITDA/Adjusted FCF at segment level, tightening pay-for-performance .
- Retention incentives: €275,000 potential retention award established in Dec 2023 tied to NobelClad sale milestones; €100,000 earned in 2024; €175,000 forfeited as conditions were unmet—indicates deal-contingent retention rather than guaranteed cash .
Say‑on‑Pay & Governance
- Say‑on‑pay support: Over 95% approval in 2024, signaling broad shareholder support for the compensation program design .
- Governance practices: Strict anti‑hedging/pledging, stock ownership guidelines, clawback policy in place; no single‑trigger change‑in‑control severance; independent Compensation Committee and consultant .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited by policy (mitigates alignment risk) .
- Severance economics: French law entitlements (20 months salary + €3,500 per year) create sizable termination liability; includes acceleration of time-based awards and target treatment for PSUs—monitor for potential shareholder scrutiny if payouts occur .
- Deferred compensation: No deferred comp balance for Nobili (reduces liquidity/deferral complexity risk) .
- Ownership concentration: Beneficial ownership <1% of outstanding—alignment relies more on ongoing equity awards and guidelines than outright ownership stake .
Additional Data (Summary Compensation Table – 2024)
| Component (2024) | Amount |
|---|---|
| Salary | $222,885 |
| Bonus (other) | €108,200 noted separately in SCT presentation for certain NEOs; Nobili’s annual incentive shown below |
| Non‑equity incentive plan compensation (annual bonus) | $104,067 (USD equivalent for plan payout) |
| Stock awards (grant‑date fair value) | $144,523 |
| All other compensation | $112,571 |
| Total | $692,246 |
Note: The proxy reports Nobili’s annual bonus determination in euros (€96,180) and SCT shows USD presentation; see Performance Compensation section for the euro‑denominated computation .
Equity Vesting & Potential Selling Pressure
- Upcoming vesting events: RSUs from Feb 28, 2024 grant vest 2/3 on Feb 28, 2026 and 1/3 on Feb 28, 2027, creating mechanical vesting windows; PSUs from the same grant cliff‑vest on Feb 28, 2027 subject to relative TSR (0–200% payout) .
- Shares vested in 2024: 1,845 shares vested, with $31,106 realized value; monitor Form 4s around vest dates for sales to cover taxes or discretionary sales (policy prohibits pledging/hedging) .
Expertise & Qualifications
- Education: MBA (IFG – French Institute for Business and Administration); Master’s in Mechanical Engineering (ENIT Tarbes) .
- Technical/industry: Deep explosion‑welding and industrial manufacturing background; led ETJ commercialization for aluminum smelting industry .
Investment Implications
- Alignment: Stronger pay-for-performance link in 2025 bonus (100% quantitative Adjusted EBITDA/FCF) and TSR‑based PSUs concentrates incentives on value creation and cash discipline at NobelClad .
- Retention and severance: French statutory severance (20 months salary + tenure adder) and RSU acceleration provide retention but elevate potential termination costs; no pledging/hedging helps maintain alignment .
- Execution track record: 2024 segment performance exceeded revenue/EBITDA targets, driving a 121% company‑component bonus for NobelClad and full individual multiple, indicating operational delivery under Nobili’s leadership .
- Trading watchouts: Track vesting dates (Feb 2026/2027) for potential selling pressure from RSU/PSU settlements; monitor Section 16 filings for any sales, given low outright ownership (<1%) and ongoing equity vesting cadence .