Michael Kelly
DMC GlobalAbout Michael Kelly
Michael A. Kelly (age 68) is an independent director of DMC Global Inc. (BOOM), serving since July 2020; he chairs the Compensation Committee and sits on the Corporate Governance & Nominating Committee and the Risk Committee. He brings more than two decades of life sciences leadership and finance experience, including senior roles at Amgen (acting CFO), Tanox (CFO), Biogen (Corporate Controller), and Nutrasweet Kelco (CFO), and holds a B.B.A. from Florida A&M University; he currently serves on the boards of Amicus Therapeutics, NeoGenomics, and Prime Medicine . The Board classifies him as independent and reported regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen, Inc. | SVP, Global Business Services; Acting CFO | 2003–2017 (Acting CFO Jan–Jul 2014; SVP Jul 2014–Jul 2017) | Senior operational and finance leadership in a multinational life sciences company |
| Tanox, Inc. | Chief Financial Officer | 2000–2003 | Public company CFO (biopharma) |
| Biogen, Inc. | VP Finance & Corporate Controller | 1998–2000 | Corporate finance and reporting leadership (biopharma) |
| Nutrasweet Kelco Company | VP Finance & Chief Financial Officer | 1996–1998 | CFO, operations/finance oversight |
| HOOKIPA Pharma, Inc. | Director (prior) | Feb 2019–Apr 2023 | Biopharma board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sentry Hill Partners, LLC | Founder & President | Since Jan 2018 | Global life sciences transformation/consulting leadership |
| Amicus Therapeutics, Inc. (NASDAQ: FOLD) | Independent Director | Current | Public company governance (life sciences) |
| NeoGenomics, Inc. (NASDAQ: NEO) | Independent Director | Current | Public company governance (diagnostics) |
| Prime Medicine, Inc. (NASDAQ: PRME) | Independent Director | Current | Public company governance (gene editing) |
Board Governance
- Independence and attendance: The Board determined Michael Kelly is independent; in 2024 the Board held 45 meetings and each director attended more than 75% of combined Board and committee meetings except Mr. Bates (Kelly exceeded the 75% threshold) .
- Committee roles and cadence: Kelly chairs the Compensation Committee and serves on Corporate Governance & Nominating and Risk; in 2024, the Compensation Committee met 9 times, Corporate Governance & Nominating met 7 times, the Risk Committee met 4 times, and the Audit Committee met 10 times (Kelly is not on Audit) .
- Leadership structure: Executive Chairman James O’Leary (non-independent) leads the Board; Ouma Sananikone is Lead Independent Director; independent directors hold regular executive sessions .
- Majority voting, term limits, overboarding: Majority voting policy in uncontested elections; term limit guidance of 15 years or age 75; overboarding limit of 4 public boards (Kelly is at the policy limit including BOOM) and all directors are in compliance .
- Related-party safeguards: Independence review found no related-party transactions affecting independence; Audit Committee charter charges oversight of related-party transactions pursuant to Item 404 .
Fixed Compensation
| Item | Program Terms | 2024 Actual for Michael Kelly |
|---|---|---|
| Annual cash retainer | $75,000 cash retainer (paid quarterly) | $88,146 fees earned/paid in cash |
| Committee chair fees | $15,000 Compensation Committee chair; $20,000 Audit chair; $10,000 other committee chairs | Compensation Committee chair applicable |
| Meeting fees | Effective Jan 1, 2025, $1,500 per meeting when Board meetings exceed ten in a calendar year | Not applicable to 2024 |
| Attendance policy | If two regular meetings are missed, retainer reduced by 25% and further pro rata reductions thereafter | Not triggered (Kelly >75% attendance) |
Performance Compensation
| Equity Award (Directors) | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock award (annual director grant) | May 15, 2024 | 7,086 | $124,998 | Vest in full on one-year anniversary of grant date |
- Equity program structure and guardrails: No stock option/SAR repricing without stockholder approval; minimum one-year vesting on awards; director award value cap of $900,000 in any 12-month period (including cash fees); prudent change-in-control provisions (generally double-trigger for vesting); forfeiture/clawback of plan benefits for detrimental conduct; anti-hedging/anti-pledging; conservative share counting .
- Compensation Committee design under Kelly’s chair (NEO annual bonus metrics for 2025): Adjusted EBITDA and Adjusted Free Cash Flow (weights vary by segment), with the qualitative individual component eliminated (100% company performance at target for all NEOs) .
| Metric (2025 NEO Annual Bonus) | DMC Weighting | Arcadia Weighting | DynaEnergetics Weighting | NobelClad Weighting |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | 100% | 50% | 50% |
| Adjusted Free Cash Flow | 50% | n/a | 50% | 50% |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Amicus Therapeutics, Inc. | Independent Director | Current public company directorship |
| NeoGenomics, Inc. | Independent Director | Current public company directorship |
| Prime Medicine, Inc. | Independent Director | Current public company directorship |
- Overboarding compliance: Company policy limits directors to four total public company boards (including BOOM); all directors are in compliance (Kelly at limit) .
- Compensation Committee interlocks: During early 2024, Compensation Committee included Kelly, David C. Aldous, and James O’Leary; upon O’Leary’s appointment as Executive Chairman (Oct 16, 2024), he left the committee, which then comprised Kelly, Simon Bates, and Ruth Dreessen (all independent) .
Expertise & Qualifications
- Diversified background in finance, operations, and life sciences with senior leadership at Amgen, Tanox, Biogen, and Nutrasweet Kelco; founder/president of Sentry Hill Partners (life sciences consulting) .
- Public company governance across therapeutics, diagnostics, and gene editing through current directorships (FOLD, NEO, PRME) .
- Board skills relevant to BOOM: executive leadership, finance, operations, global markets; chairs Compensation Committee .
Equity Ownership
| Holder | Common Stock | Restricted Stock Units | Deferred Stock | Total Beneficial Ownership | Percent of Total |
|---|---|---|---|---|---|
| Michael A. Kelly | 31,073 | – | – | 31,073 | <1% (out of 20,550,530 shares outstanding) |
- Ownership alignment: Directors must hold stock worth at least 5x annual cash board retainer within five years of election; all non-employee directors are compliant or within the exception period .
- Hedging/pledging: Directors are prohibited from hedging BOOM stock or pledging BOOM securities as collateral; margin accounts are prohibited .
- Section 16 filings: During 2024, all Section 16(a) filing requirements for officers, directors, and >10% holders were timely complied with except one Form 4 for each of Mr. Kuta and Mr. Seger; no director delinquency noted .
Governance Assessment
- Strengths: Independent director with relevant operational/finance expertise; chairs an active Compensation Committee (9 meetings in 2024) that strengthened pay-for-performance (100% quantitative company metrics at target in 2025); robust stock ownership, clawback, anti-hedging/pledging, and no-repricing rules; majority voting and formal annual board self-evaluations; strong investor support with 95% Say-on-Pay approval in 2024 .
- Attendance and engagement: Board convened 45 times in 2024; Kelly met the >75% attendance threshold; independent directors hold executive sessions, and a Lead Independent Director is designated .
- Potential risk indicators: Overboarding at the company’s policy limit (four public boards including BOOM) may pressure time commitments—monitor attendance and committee engagement; Risk Committee includes the Executive Chairman (non-independent), which can temper pure independent oversight in risk matters; temporary 2024 Compensation Committee composition included a non-independent director (corrected in Oct 2024) .
- Conflicts/related-party: The Board’s independence review found no related-party transactions affecting independence; Audit/CGN Committees oversee any potential conflicts under formal policies .
RED FLAGS to monitor
- Overboarding at policy limit (4 boards including BOOM) — watch for any deterioration in attendance or responsiveness .
- Risk Committee membership includes Executive Chairman (non-independent) — ensure robust independent oversight and executive session frequency .
- Prior comp committee insider participation (early 2024) — confirmed remediation; continue vigilance on committee independence .