Ruth Dreessen
DMC GlobalAbout Ruth I. Dreessen
Ruth I. Dreessen (age 69) is an independent director of DMC Global Inc. (BOOM) since October 2020, serving as Audit Committee Chair and member of the Compensation and Corporate Governance & Nominating Committees . She is designated the Audit Committee Financial Expert, with over 25 years of financial leadership across chemicals, energy, and petrochemicals, and holds a CERT Certificate in Cybersecurity Oversight (Carnegie Mellon, 2024) . Her education includes an undergraduate degree from New College of Florida and a master’s in International Affairs from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triten Energy Partners (PE) | Operating Partner | 2020–2024 | Energy investment oversight |
| Gevo, Inc. (NASDAQ: GEVO) | Director; Chairperson | Director 2012–2023; Chair 2015–2023 | Board leadership for sustainable aviation fuel focus |
| Lion Chemical Partners | Managing Director | 2010–Dec 2018 | Chemical industry private equity investing |
| TPC Group Inc. | EVP & CFO | 2005–2010 | Corporate finance leadership |
| Westlake Chemical Corporation | SVP, CFO & Director | Not disclosed | Corporate finance leadership |
| J.P. Morgan Securities LLC | Chemicals Investment Banking (MD) | 21 years; ultimately MD | Capital markets and strategic advisory |
External Roles
| Type | Organization | Role | Status/Years |
|---|---|---|---|
| Public Company Board | Gevo, Inc. | Director; Chairperson | Past (Director 2012–2023; Chair 2015–2023) |
| Current Public Boards | — | — | None disclosed |
| Certification | Carnegie Mellon (NACD/CERT) | Cybersecurity Oversight Certificate | 2024 |
Board Governance
- Independence: The Board determined Dreessen is independent under SEC and Nasdaq rules; no related-party transactions impacted her independence .
- Attendance: All directors attended the 2024 Annual Meeting; Dreessen attended >75% of Board/committee meetings in 2024 as required .
- Roles: Audit Committee Chair; member of Compensation and Corporate Governance & Nominating (CG&N) Committees .
- Committee activity cadence (2024): Audit (10 mtgs), Compensation (9), CG&N (7); Risk Committee (4, Dreessen not a member) .
- Executive sessions: Independent directors hold regular executive sessions .
- Governance policies: Majority voting for uncontested elections; director term limits (≤15 years or age 75); overboarding limits (≤4 public boards; stricter for CEOs); all directors compliant .
- Stock ownership guidelines: Non-employee directors must hold stock ≥5x cash retainer within five years; directors compliant or in phase-in .
- Insider trading policy: Prohibits hedging/derivatives and pledging/margin accounts for directors/officers/employees .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer |
| Audit Committee Chair fee | $20,000 | Chair premium |
| Committee membership fees | $0 | No additional member fees beyond chair roles |
| Meeting fees | $0 | New $1,500 per meeting beyond 10 applies starting 2025 |
| Total cash earned (Dreessen) | $95,000 | Reported fees earned in 2024 |
| 2024 Director Compensation Mix | Cash | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Ruth I. Dreessen | $95,000 | $124,998 | $219,998 |
Performance Compensation (Equity Grants)
| Grant Type | Grant Date | Shares/Units | Grant-Date FV | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | May 15, 2024 | 7,086 | $124,998 | Vests in full at 1-year anniversary |
| Performance metrics | n/a | — | — | Directors receive time-based RSAs; no performance metrics disclosed |
The 2025 Omnibus Plan caps non-employee director awards plus cash fees at $900,000 in any 12 months; prohibits repricing; sets minimum vesting of 1 year (with limited exceptions); and maintains clawback/forfeiture provisions .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee membership (post Oct 16, 2024) | Michael A. Kelly (Chair), Simon M. Bates, Ruth I. Dreessen; all independent |
| Interlocks | No compensation committee interlocks with Company management after Oct 16, 2024 |
| Lead Independent Director | Ouma Sananikone (appointed Oct 2024) |
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert designation; extensive capital markets and CFO experience in chemical/energy sectors .
- Cybersecurity oversight: CERT Certificate in Cybersecurity Oversight (2024) .
- Strategic leadership: Prior chairperson experience at Gevo; PE and corporate finance background .
- Education: New College of Florida (undergrad); Columbia University (MA in International Affairs) .
Equity Ownership
| Holder | Common Shares | RSUs | Deferred Stock | Total Beneficial | % of Outstanding |
|---|---|---|---|---|---|
| Ruth I. Dreessen | 30,766 | — | — | 30,766 | <1% |
- Ownership guideline compliance: Directors are compliant or within the phase-in period; hedging/pledging prohibited .
- 2024 director grant: 7,086 restricted shares granted May 15, 2024, vesting in one year (counts toward guideline ownership) .
Insider Trades
| Item | Status |
|---|---|
| Section 16 filings (2024) | All timely except one Form 4 each for Kuta and Seger; no late filings noted for Dreessen |
| Form 4 transactions disclosed in proxy | Not specifically listed; proxy summarizes compliance rather than transaction details |
Governance Assessment
- Strengths: Independent Audit Chair and SEC-designated financial expert; active committee cadence (Audit 10 mtgs; Comp 9; CG&N 7), suggesting robust oversight .
- Alignment: Mix of cash ($95k) and equity ($124,998) for 2024 supports ownership alignment under stringent director ownership guidelines; hedging/pledging prohibited .
- Engagement: >75% attendance and participation at 2024 Annual Meeting indicates adequate engagement; Board met 45 times in 2024, reflecting intensive oversight during strategic transitions .
- Policy safeguards: Majority voting, overboarding limits, clawback/forfeiture under 2025 Plan, and no repricing underscore governance quality .
- Conflicts: Board’s independence review found no related-party transactions impacting Dreessen’s independence; related-party exposures disclosed focus on Arcadia leases and family employment, not involving Dreessen .
Overall signal: Dreessen’s financial acumen and audit leadership, combined with strong ownership policies and independence determinations, are supportive of board effectiveness and investor confidence; no red flags identified specific to her role in 2024 disclosures .