James O’Leary
DMC GlobalAbout James O’Leary
James O’Leary is Executive Chairman and, since July 1, 2025, permanent President & CEO of DMC Global (BOOM); he previously served as Interim President & CEO from November 29, 2024 and joined the Board in November 2023. He is 61 years old, holds a B.B.A. from Pace University and an M.B.A. from Wharton, and has deep industrial and building products leadership experience, including prior CEO roles and successful strategic transactions; as interim CEO in 2024–2025 he led deleveraging, free cash flow growth, and margin expansion efforts, with PSUs in the company’s program tied to TSR outcomes and a transition-services cash incentive structure specific to his interim role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WireCo Worldgroup, Inc. | Chairman & CEO | Jan 2017–Jul 2019 | Led a global engineered wire and rope manufacturer . |
| Kaydon Corporation, Inc. | Chairman & CEO; Director | Mar 2007–Oct 2013; Director 2005–Mar 2007 | Executed successful sale to SKF; followed as Senior Advisor to SKF Oct 2013–Mar 2014 . |
| BMC Stock Holdings, Inc. | Chairman of the Board; Director | Chairman prior to 2021; Director since 2014 | Led board prior to BMC’s 2021 merger with Builders FirstSource . |
| Kinematics Manufacturing Company | Chairman | Since 2015 | Global manufacturer of slewing drive systems to utility-scale solar industry . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Builders FirstSource, Inc. (NYSE: BLDR) | Director | Current | Largest U.S. supplier of structural building products; sector adjacency to BOOM’s Arcadia . |
| Prosource Plumbing | Director | Current | Board service at building products distributor . |
| Various private equity firms | Senior Advisor | Prior/Current | Capital markets and portfolio company advisory experience . |
Fixed Compensation
| Component | 2024 ($) | Notes |
|---|---|---|
| Base Salary | 92,308 | Pro-rated for late-2024 appointment; annual rate set at $500,000 . |
| Stock Awards (Grant-date fair value) | 2,124,998 | One-time LTI grants tied to Exec Chairman/Interim CEO roles; computed under ASC 718 . |
| All Other Compensation | 59,420 | Includes items such as company 401(k) match and insurance; annualized illustrative breakdown shown in CEO pay ratio section . |
| Total | 3,547,422 | Summary Compensation Table total for 2024. |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Strategic Transition Services Cash Incentive (Interim CEO) | N/A (goal-based) | $2,000,000 aggregate target | Earned $1,270,696 as of 12/31/2024, subject to continued employment through 6/30/2025 | Reviewed bimonthly by Comp Committee; full eligibility contingent on service through 6/30/2025 . |
| Restricted Stock (Executive Chairman/Interim CEO awards) | N/A | $2,000,000 grant-date value | N/A | Vests over 3 years, one-third each anniversary of grant date . |
| PSUs (Company program design) | TSR-based | Target performance assumed in grant-date fair value | N/A for O’Leary 2024 (not specified) | PSUs valued using third-party TSR simulations; vest based on TSR outcomes over performance period . |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 216,412 shares; 1.1% of outstanding . |
| Ownership guidelines (CEO) | 5x base salary within five years; all NEOs/directors compliant or within grace period . |
| Hedging/Pledging | Prohibited; no margin or pledging of company stock allowed . |
| Vested vs. unvested breakdown | Not disclosed for O’Leary; restricted stock schedule is 3-year, 1/3 annually . |
| Director stock awards (separate from Exec comp) | $124,998 stock grants for service as a Director in 2024 (excluded from CEO pay ratio stock awards) . |
Employment Terms
| Provision | Detail |
|---|---|
| Roles & dates | Director (Nov 2023), Executive Chairman (Oct 16, 2024), Interim President & CEO (Nov 29, 2024), Permanent President & CEO (effective July 1, 2025) . |
| Base salary | $500,000 per year (established upon Executive Chairman appointment; maintained during interim CEO period) . |
| Interim CEO cash incentive | Target $2,000,000, earned based on specific transition goals and services; Comp Committee bimonthly reviews . |
| Severance (Interim phase) | If terminated without Cause or for Good Reason before 6/30/2025, lump sum equal to base salary through 6/30/2025 plus unpaid aggregate cash payments (subject to release) . |
| Proxy-described severance | One-time severance equal to base salary through 6/30/2025 plus then-unpaid bonus if terminated without cause or due to Change of Control prior to 6/30/2025 . |
| Change-in-control & acceleration | As of 12/31/2024, involuntary termination without cause: $250,000 base + $2,000,000 incentive + $1,526,860 restricted stock acceleration; death/disability: $1,526,860 restricted stock . |
| Clawback | Board must recoup incentive compensation upon accounting restatement due to material noncompliance . |
| Non-solicit / IP agreements | Standard proprietary information, inventions, and non-solicitation agreement applies . |
| At-will employment | Yes . |
Board Governance
- O’Leary serves as Executive Chairman and, during 2024–2025, held dual roles as interim then permanent CEO, making him the Board’s single non-independent member; the Board maintains a Lead Independent Director (Ms. Sananikone) to counterbalance combined roles and guide agendas .
- The Board comprises five independent directors and one non-independent (O’Leary); committees (Audit, Compensation, Corporate Governance & Nominating, Risk) operate under written charters with independent membership and an audit committee financial expert .
- Non-employee director ownership guidelines require 5x annual cash retainer within five years; directors are compliant or within exception period; additional fee of $1,500 applies when meetings exceed ten per year; typical new-director grant is $60,000 restricted stock vesting at one year .
Director Compensation
| Component | Detail |
|---|---|
| New director equity grant | $60,000 restricted stock vesting in full on one-year anniversary of grant . |
| Additional meeting fee | $1,500 per meeting when Board meetings exceed ten in a calendar year (effective Jan 1, 2025) . |
| Ownership guidelines | 5x annual Board cash retainer within five years; compliance reported . |
Compensation Structure Analysis
- High at-risk cash component (special $2,000,000 transition-services incentive equal to 400% of base) indicates alignment with near-term operational turnaround milestones; payout contingent on continued service through June 30, 2025 .
- Equity mix includes restricted stock with three-year vesting; PSUs across the program are TSR-based with third-party valuation, supporting pay-for-performance over multi-year windows .
- Clawback policy and stringent anti-hedging/anti-pledging rules mitigate misalignment and risk-taking concerns .
- Proxy severance and termination tables reveal meaningful acceleration of restricted stock in certain scenarios ($1,526,860), which should be factored into change-in-control economics and retention calculus .
Equity Ownership & Alignment (Detail)
| Measure | Value |
|---|---|
| Shares beneficially owned | 216,412 (1.1% of 20,550,530 shares outstanding as of Mar 20, 2025) . |
| Pledged or margined shares | Prohibited by policy; none permitted . |
| CEO ownership guideline | 5x base salary within five years; management reports compliance or exception-period status . |
Performance & Track Record
- Board and management emphasize deleveraging, capital structure restoration, margin expansion, and free cash flow growth; stabilization after a difficult 2024 attributed to operational focus under O’Leary’s leadership .
- Interim CEO transition-services goals included managing strategic alternatives, credit facility amendments, Arcadia governance, capital allocation reviews, and business unit plans/budgets; by 12/31/2024, all targets were satisfied with continued progress on transition services .
Risk Indicators & Red Flags
- Dual role (Executive Chairman + CEO) raises independence concerns; mitigated by Lead Independent Director and majority-independent Board .
- Special interim cash incentive (400% of base) magnifies near-term performance pay and could create timing incentives; payout remained contingent on service through June 30, 2025, reducing immediate selling pressure .
- Anti-hedging/anti-pledging policies reduce alignment risks often seen with hedged or pledged positions .
- Change-in-control/termination provisions include substantial restricted stock acceleration ($1,526,860), influencing deal economics and retention dynamics .
Employment Contracts, Severance, and Change-of-Control Economics
| Term | Economics |
|---|---|
| Interim CEO severance (letter agreement) | Base salary through 6/30/2025 + then-unpaid aggregate cash payments if terminated without Cause or resigns for Good Reason before 6/30/2025 (subject to release) . |
| Proxy-described severance | One-time severance equal to base salary through 6/30/2025 + then-unpaid bonus if terminated without cause or due to Change of Control prior to 6/30/2025 . |
| Termination table (as of 12/31/2024) | Involuntary termination without cause: $3,776,860 total (base $250,000 + incentive bonus $2,000,000 + restricted stock acceleration $1,526,860); Death/Disability: $1,526,860 restricted stock acceleration . |
Board Service History and Committee Roles; Dual-Role Implications
- Board service: Director since Nov 2023; Executive Chairman since Oct 16, 2024; Interim CEO from Nov 29, 2024; permanent CEO as of July 1, 2025 .
- Governance structure: Independent committees (Audit, Compensation, Corporate Governance & Nominating, Risk) under written charters; Lead Independent Director appointed concurrent with O’Leary’s Executive Chairman role to balance combined leadership .
- Implications: Combined Executive Chairman/CEO role can constrain board independence; DMC employs a Lead Independent Director with agenda-setting and liaison responsibilities and maintains majority-independent membership to mitigate governance risks .
Investment Implications
- Alignment: High ownership (216,412 shares, 1.1%) with strict anti-pledging and ownership guidelines supports long-term alignment; special interim incentive structure tied to concrete deleveraging/strategic workstreams offers near-term execution focus .
- Retention: Interim-period severance/change-in-control economics, including cash payout and restricted stock acceleration, reduce near-term attrition risk but elevate deal-related costs; monitor the 2025 permanent CEO agreement for updated terms .
- Trading signals: Completion of transition targets and focus on free cash flow/margin expansion, plus potential Arcadia stake acquisition, are operational catalysts; governance safeguards offset dual-role concerns but warrant ongoing oversight by investors tracking say-on-pay and compensation outcomes .