Peter Rose
DMC GlobalAbout Peter Rose
Independent director since 2016; age 72; retiring at the end of his current term and not standing for re‑election in 2025. Senior Advisor at FGS Global; formerly Senior Managing Director (global head of public affairs) and later Senior Advisor at Blackstone; 20 years at Goldman Sachs in senior government/media relations; earlier chief of staff to Congressman Mike Synar and partner at Williams & Jensen. Education: BA, The George Washington University; JD, Yale Law School.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FGS Global | Senior Advisor | Current | Strategic communications, public affairs |
| Blackstone | Senior Managing Director; later Senior Advisor | 2007–2016 (SMD); 2016–2022 (Advisor) | Global public affairs leadership; capital markets expertise |
| Goldman Sachs | Managing Director (gov’t & media relations) | ~20 years (dates not specified) | Government and media relations leadership |
| U.S. House of Representatives | Chief of Staff to Rep. Mike Synar | 1983–1987 | Legislative, oversight experience |
| Williams & Jensen | Partner | Not specified | Public policy/legal advisory |
External Roles
| Organization | Role | Public/Private/Non‑profit | Notes |
|---|---|---|---|
| NAACP (national board) | Director | Non‑profit | Governance oversight |
| Poetry Society of America | Director | Non‑profit | Governance oversight |
Board Governance
- Independence: Board determined Rose is independent under SEC/Nasdaq rules; no related‑party transactions noted in the independence review.
- Committee assignments: Corporate Governance & Nominating Committee Chair; member, Compensation Committee (2023). In 2024, Compensation Committee composition changed (Kelly/Aldous/O’Leary initially; later Kelly/Bates/Dreessen), and Rose was not listed on 2024 committees.
- Attendance: In 2023, all directors attended >75% of Board and committee meetings; all attended the 2023 annual meeting. In 2024, Board held 45 meetings; each director attended >75% except Mr. Bates (Rose not listed as an exception).
- Leadership structure: Lead Independent Director role established (Ms. Sananikone). Independent directors meet in regular executive sessions. Majority Voting Policy in place; 15‑year/age‑75 term limit guideline; overboarding limits enforced and directors in compliance.
- Risk oversight: Dedicated Audit, Compensation, Corporate Governance & Nominating, and Risk Committees with independent membership and written charters.
Fixed Compensation
| Component | Structure/Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | 2023 | Paid quarterly; reductions for missed meetings |
| Committee chair fee | $10,000 (CG&N chair) | 2023 | Other chairs: Audit $20k; Comp $15k |
| Fees earned (cash) – Rose | $85,000 | 2023 | Base + CG&N chair fee |
| Annual equity grant | $125,000 (restricted stock) | May 10, 2023 | Vests in full after one year |
| Stock awards value – Rose | $124,997 | 2023 | Aggregate grant date fair value |
| Total – Rose | $209,997 | 2023 | Cash + stock awards |
Performance Compensation
| Metric | Weight | Payout Range | Notes |
|---|---|---|---|
| Not applicable | — | — | Non‑employee director equity is time‑based; no performance metrics or option awards for directors |
Other Directorships & Interlocks
| Company/Organization | Role | Interlocks/Conflicts |
|---|---|---|
| Public company boards | None disclosed | No interlocks with BOOM customers/suppliers noted in proxy materials |
| NAACP; Poetry Society of America | Director (non‑profit) | Non‑profit governance; no related‑party transactions cited in independence review |
Expertise & Qualifications
- Strategic communications and public affairs leadership (FGS Global; Blackstone); deep capital markets and governance background (Goldman Sachs).
- Legal and policy acumen (Yale Law; Congressional chief of staff), aligned with CG&N chair responsibilities.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Clifton Peter Rose | 29,370 | <1% | As of March 21, 2024; ownership table indicates “*” less than 1% |
| Stock ownership guideline compliance | — | — | Directors expected to hold ≥5× annual cash retainer within 5 years; all directors in compliance or within exception period |
| Hedging/pledging | Prohibited | — | Directors may not hedge or pledge DMC stock |
Governance Assessment
- Strengths: Independent status; CG&N chair experience; active board cadence (45 meetings in 2024); compliance with ownership guidelines; robust anti‑hedging/pledging, majority voting, and overboarding policies; regular executive sessions; no related‑party transactions noted.
- Compensation oversight: Compensation Committee uses independent consultant (Pearl Meyer); independence assessed and no conflicts of interest; 2024 composition refreshed to exclude the Executive Chairman post‑appointment.
- Shareholder signals: Strong Say‑on‑Pay support (≈95% in 2024; ≈96.7% in 2023) indicates investor confidence in compensation governance.
- Transition risk: Rose’s planned retirement in 2025 contributes to continued board refresh; CG&N leadership continuity should be monitored given chair rotation and committee changes in 2024.
RED FLAGS: None disclosed regarding related‑party transactions, pledging/hedging, attendance shortfalls, or option repricing; Compensation Committee consultant independence affirmed.