Ouma Sananikone
DMC GlobalAbout Ouma Sananikone
Ouma Sananikone, age 67, is DMC Global’s Lead Independent Director (since October 2024) and a director since August 2023. She chairs the Corporate Governance & Nominating Committee and serves on the Audit Committee. Her background spans 30+ years in finance and investment management, including CEO of Aberdeen Asset Management (2000–2001) and Managing Director, Corporate Strategy & Development at BT Financial Group/Westpac (retired 2003). She holds a B.A. in Economics and Political Science (Australian National University) and a Master of Commerce (University of New South Wales) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aberdeen Asset Management PLC | Chief Executive Officer | 2000–2001 | Leadership in global asset management |
| BT Financial Group/Westpac Banking Corporation | Managing Director, Corporate Strategy & Development | –2003 (retired 2003) | Corporate strategy and development leadership |
| Government of Australia | Honorary Australian Financial Services Fellow | 2005–2008 | International financial services engagement |
| Various (consulting) | Consultant | 2003–2006 | Strategic advisory roles |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| iA Financial Group | Director | Public (TSX) | Current public company directorship |
| Innergex Renewable Energy, Inc. | Director | Public (TSX) | Current public company directorship |
| Gecina | Director | Public (Paris) | Current public company directorship |
| Ivanhoe Cambridge, Inc. | Director | Private | Current board role (institutional real estate) |
| Hafnia Ltd | Director | Public | Nov 2019–Nov 2023 (prior public board) |
Board Governance
- Roles: Lead Independent Director (since Oct 2024); Chair, Corporate Governance & Nominating (CG&N); Member, Audit .
- Independence: Board determined Ms. Sananikone independent under SEC/Nasdaq; no related-party transactions or relationships needed to be considered in evaluating independence .
- Attendance: Board held 45 meetings in FY2024; each director met the >75% attendance threshold for Board and relevant committees (except Mr. Bates for Board meetings). All directors attended the 2024 Annual Meeting .
- Committee activity (FY2024 meeting cadence):
- Audit Committee: 10 meetings; members include Sananikone; Chair: Ruth Dreessen .
- Corporate Governance & Nominating: 7 meetings; members include and chaired by Sananikone .
- Compensation Committee: 9 meetings (not a member) .
- Risk Committee: 4 meetings (not a member) .
- Lead Independent Director responsibilities: assists the Executive Chairman in preparing Board agendas and serves as liaison between Executive Chairman and independent directors .
- Majority voting policy: directors failing to receive a majority of votes “FOR” must tender a resignation .
- Executive sessions: independent directors hold regular executive sessions .
- Activism/cooperation: Simon Bates appointed to Board (June 23, 2024) via cooperation agreement; on Oct 16, 2024, Ms. Sananikone was named Lead Independent Director amid leadership changes and a concluded strategic alternatives review (Oct 21, 2024) .
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Program Details/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $81,291 | Annual cash retainer was $75,000 in 2023; additional annual cash retainers: $50,000 for Chairman of the Board, $20,000 Audit Chair, $15,000 Compensation Chair, $10,000 for other committee chairs (e.g., CG&N Chair). Paid quarterly and pro-rated for time served . |
| Per-meeting fee (new) | n/a (effective 2025) | Effective Jan 1, 2025, $1,500 per meeting when Board meetings exceed ten during a calendar year . |
Notes: Ms. Sananikone’s actual cash reflects role pro-rations and chair responsibilities; no separate fee disclosed for Lead Independent Director .
Performance Compensation (Equity)
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| May 15, 2024 | Restricted Stock Award | 7,086 | $124,998 | Vests in full on one-year anniversary of grant date . |
The director equity grant is based on a target value of $125,000 (priced on the trading day prior to the annual meeting). New directors receive an initial grant (historically $60,000) and a pro-rated annual grant; vesting aligns to one-year anniversaries as specified .
Other Directorships & Interlocks
| Company | Sector/Market | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| iA Financial Group (TSX) | Insurance/Financials | Director | No BOOM-related transactions disclosed; Board found no related-party issues affecting independence . |
| Innergex Renewable Energy (TSX) | Renewable Energy | Director | No BOOM-related transactions disclosed; independence affirmed . |
| Gecina (Paris) | Real Estate (REIT) | Director | No BOOM-related transactions disclosed; independence affirmed . |
| Ivanhoe Cambridge (Private) | Real Estate/Institutional | Director | No BOOM-related transactions disclosed; independence affirmed . |
Expertise & Qualifications
- Extensive financial and management background in investment banking and finance; significant strategic planning experience at executive and board levels; deep leadership in finance and investment management sectors .
- Education: B.A. Economics & Political Science (ANU); Master of Commerce (UNSW) .
Equity Ownership
| Holder | Common Stock | RSUs | Deferred Stock | Total Beneficially Owned | Percent of Total |
|---|---|---|---|---|---|
| Ouma Sananikone | 18,256 | 0 | 0 | 18,256 | <1% |
- Stock ownership guidelines: non-employee directors expected to hold stock worth at least 5x annual cash Board retainer within five years; all directors are in compliance or within the exception period .
- Anti-hedging/pledging: directors are prohibited from hedging and from holding BOOM securities in margin accounts or pledging as collateral .
Governance Assessment
- Strengths:
- Lead Independent Director overseeing governance during executive transitions; chairs CG&N and serves on Audit, supporting board effectiveness and oversight .
- Independence affirmed; no related-party transactions or relationships affecting independence; regular independent executive sessions .
- Strong engagement: Board met 45 times in 2024; Ms. Sananikone met attendance thresholds; all directors attended the 2024 Annual Meeting .
- Shareholder alignment: annual director equity with one-year vesting; director ownership guideline of 5x retainer; anti-hedging/pledging policy .
- Shareholder support: Say-on-Pay approval >95% in 2024 indicates positive investor sentiment on compensation governance .
- Watch items / potential risks:
- Time commitments: multiple concurrent public boards; ensure continued >75% attendance given BOOM’s elevated 2024 meeting cadence (45 meetings) .
- Leadership concentration mitigated by LID: combined Executive Chairman/Interim CEO role counterbalanced by LID responsibilities; continued effectiveness depends on robust LID role execution .
- Process and activism context:
- Governance responsiveness evidenced by cooperation agreement (adding Simon Bates) and appointment of LID during leadership transition and strategic alternatives review (later concluded) .
No director-specific related-party transactions or Section 16 compliance issues disclosed for Ms. Sananikone. Company reported timely Section 16 filings in 2024 except for one Form 4 each for two officers (not directors) .