Jay Doubman
DMC GlobalAbout Jay Doubman
John R. “Jay” Doubman (age 53) was appointed as an independent director of DMC Global (BOOM) on June 25, 2025, and currently serves on the Compensation Committee and the Risk Committee . He is CEO and a board member of ICP Group (specialty coatings, adhesives and sealants), with prior senior roles in industrials and building products; he holds an MBA (with distinction) from Wharton and a BS in Mechanical Engineering from Bucknell . The Board determined he is independent under Nasdaq rules, disclosed no related‑party transactions, no family relationships, and stated he will be paid under BOOM’s standard non‑employee director program .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Ecore International | Senior executive role (industrial/building products) | Not disclosed | Operations, strategy experience cited |
| Cabot Corporation | Senior executive role (specialty chemicals) | Not disclosed | Corporate strategy, M&A experience cited |
| CertainTeed Corporation | Senior executive role (building products) | Not disclosed | International operations, governance experience cited |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| ICP Group (private) | Chief Executive Officer; Board Member | Current | Led turnaround, operational restructuring to drive growth and operational excellence |
Board Governance
- Committee assignments: Compensation Committee (member) and Risk Committee (member) .
- Independence: Board determined independent; no Item 404 related‑party transactions; no family relationships; no appointment “arrangements/understandings” .
- Board workload/attendance context: BOOM’s Board held 45 meetings in 2024; all directors attended >75% of aggregate Board+committee meetings except one (Bates); attendance is enforced via retainer reductions if meetings are missed (see policy below) .
- Leadership structure and oversight: Executive Chairman/Interim CEO model balanced by a Lead Independent Director (Ouma Sananikone) and independent committee leadership .
- Policies bolstering governance: Majority Voting Policy for directors in uncontested elections ; anti‑hedging and anti‑pledging; stock ownership guidelines for directors; regular executive sessions of independent directors .
- Overboarding guardrail: Directors may serve on no more than four total public company boards (two if a sitting public‑company CEO); directors are in compliance .
Fixed Compensation
Standard non‑employee director compensation (DMC 2025 Proxy) and how it applies to Doubman upon appointment:
| Element | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly; pro‑rated for time served |
| Annual equity grant (time‑based restricted stock) | $125,000 grant date value | Granted on the annual meeting date; vests at 1‑year anniversary |
| New director initial equity grant | $60,000 grant date value | Typically granted at appointment; vests at 1‑year anniversary |
| Pro‑rated annual equity for new directors | Pro‑rated from appointment to next annual‑meeting anniversary | Vests at the anniversary of the most recent annual meeting |
| Chair retainers | Board Chair $50,000; Audit Chair $20,000; Compensation Chair $15,000; other committee Chairs $10,000 | Paid to Chairs only; Doubman is currently a member, not Chair |
| Meeting fee (heavy schedule) | $1,500 per meeting above 10 per calendar year (effective Jan 1, 2025) | Additional to retainers |
| Attendance enforcement | If two regular meetings are missed, cash retainer reduced by 25% (further pro‑rata reductions thereafter) | Attendance discipline mechanism |
Doubman will be compensated under BOOM’s standard non‑employee director arrangements (cash/equity described above), per appointment 8‑K .
Performance Compensation
- Directors do not receive performance‑conditioned equity; director grants are time‑based restricted stock that typically vest after one year .
- No director‑level cash bonus or PSU metrics are disclosed/applicable to non‑employee directors .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks / Related Party |
|---|---|---|---|
| ICP Group | Private | CEO; Board Member | BOOM disclosed no related‑party transactions with Doubman (Item 404) at appointment |
No other public company directorships were disclosed at appointment; Board affirmed independence and absence of family relationships .
Expertise & Qualifications
- 30+ years of leadership across industrials, building products, and specialty chemicals; strengths in strategy, M&A, international operations, and governance .
- Education: MBA (with distinction), Wharton; BS Mechanical Engineering, Bucknell .
- Fit with BOOM: Experience aligns with Arcadia (building products) and industrial portfolios; committee placements (Risk, Compensation) leverage operating and governance background .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3) | Reported “No securities are beneficially owned” at appointment (event date 06/25/2025; filed 06/26/2025) |
| Expected grants | New director initial grant ($60k) and pro‑rated annual grant per policy; subject to subsequent Form 4 reporting |
| Director ownership guideline | Within 5 years, hold stock worth at least 5× the annual cash Board retainer (i.e., 5×$75k); directors in compliance or within phase‑in |
| Hedging/pledging | Prohibited for directors; no margin or pledge of BOOM securities |
| Award limits (plan safeguard) | Non‑employee director total value (cash+equity) capped at $900,000 in any 12‑month period under 2025 Plan |
Director Compensation Snapshot (context)
| Non‑Employee Director Compensation (2024 policy baseline) | Amount |
|---|---|
| Cash retainer | $75,000 |
| Equity grant (annual) | $125,000 (time‑based RS) |
| New director initial grant | $60,000 (time‑based RS) |
| Additional meeting fee | $1,500 per meeting beyond 10/year (effective 1/1/2025) |
| Chair fees (if applicable) | $50,000 (Board), $20,000 (Audit), $15,000 (Comp), $10,000 (other committees) |
Insider Filings (ownership/transactions)
| Date | Form | Key Disclosure | Notes |
|---|---|---|---|
| 06/26/2025 (event 06/25/2025) | Form 3 | Initial statement of beneficial ownership: “No securities are beneficially owned.” | Filed with a Power of Attorney; indicates zero initial holdings at appointment |
Additional Governance Context Relevant to Investors
- Strong shareholder support: 2024 Say‑on‑Pay received >95% approval, signaling alignment with investor expectations .
- Board refreshment: 2024–2025 changes include an activist cooperation agreement (Radoff parties) that added Simon Bates in 2024; continued refresh with Doubman’s appointment in 2025 .
- Majority Voting Policy for directors in uncontested elections enhances accountability (resignation tender if “for” votes not achieved) .
Governance Assessment
-
Positives:
- Clear independence determination; no related‑party ties disclosed; committee placements (Risk, Compensation) are appropriate for his operating and governance skills .
- Ownership alignment mechanisms: mandatory director stock ownership (5× cash retainer), anti‑hedging/pledging, and capped total director comp under the 2025 Plan .
- Attendance discipline and additional meeting fees support engagement in a high‑meeting cadence environment (45 Board meetings in 2024) .
- Shareholder alignment context: robust Say‑on‑Pay support in 2024 and ongoing director refresh following the cooperation agreement .
-
Watch items / potential red flags:
- Initial zero share ownership at appointment (Form 3) — alignment should improve as initial/pro‑rated equity grants are made and vest; monitor Form 4s and progress toward 5× retainer guideline over the 5‑year window .
- Time‑commitment risk: Doubman is an active CEO at ICP Group; BOOM limits public‑board “overboarding,” but overall capacity/attendance should be monitored given BOOM’s historically high meeting count and retainer reduction triggers for missed meetings .
- Related‑party/commercial overlaps: ICP Group operates in construction materials adjacencies; BOOM disclosed no related‑party transactions at appointment — continue monitoring Item 404 disclosures each proxy season .
Overall: Doubman’s industrial/building‑products and chemicals background, combined with turnaround and M&A expertise, should strengthen BOOM’s Risk and Compensation oversight. The independence determination, absence of related‑party ties, and BOOM’s governance policies are supportive of investor confidence; alignment should increase as director equity is granted and accumulated under the stock ownership guidelines .