DEF 14A of TMC the metals Co Inc., Apr 18, 2024

DEF 14A of TMC the metals Co Inc.

Filed Apr 18, 2024 · FY20230001104659-24-048644

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Our board of directors accepted the recommendation of the nominating and corporate governance committee and voted to nominate nine directors for election at the Annual Meeting for a term of one year to serve until the 2025 annual meeting of shareholders, or until their respective successors have been elected and qualified. The number of directors for the Company is set by ordinary resolution of the shareholders of the Company. Management of the Company is seeking shareholder approval of an ordinary resolution determining the number of directors of the Company at nine for the ensuing year. Set forth below are the names of the persons nominated for election as directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of April 18, 2024. Additionally, information about the specific experience, qualifications, attributes or skills that led to our board of directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below. We are nominating Brendan May as a new director for election to our board of directors at the Annual Meeting. Kathleen McAllister is not up for re-election to our board of directors at the Annual Meeting and her term as a director and chairperson of the audit committee of the board of directors will end at the Annual Meeting.

  2. Our Board of Directors

    | Name | Age | Position | | Directors and Director Nominees: | | | | Gerard Barron | 57 | Chief Executive Officer and Chairman of the board of directors | | Andrew Hall | 60 | Director | | Andrew Greig | 67 | Lead Independent Director | | Andrei Karkar | 46 | Director | | Sheila Khama | 66 | Director | | Christian Madsbjerg | 49 | Director | | Amelia Kinahoi Siamomua | 63 | Director | | Stephen Jurvetson | 57 | Vice Chairman of the board of directors and Special Advisor to the Chief Executive Officer | | Brendan May | 50 | Director nominee |

  3. Current Director up for Re-election and Director Nominee

    Current Director up for Re-election and Director Nominee Gerard Barron has served as our Chief Executive Officer and Chairman of the board of directors since the closing of the business combination (the “Business Combination”) on September 9, 2021 by and among Sustainable Opportunities Acquisition Corp. (“SOAC”), 1291924 B.C. Unlimited Liability Company and formerly DeepGreen Metals Inc. and DeepGreen Metals ULC after the Business Combination (“DeepGreen”). Mr. Barron became involved in the early strategic development and financing of DeepGreen during its formation in 2011 and stepped into the role of DeepGreen’s Chairman and Chief Executive Officer in 2018. From July 2013 until becoming Chairman and Chief Executive Officer in 2017, Mr. Barron served as a strategic advisor to the DeepGreen Board and its shareholders. Mr. Barron is a seasoned entrepreneur with a track record of building global companies in battery technology, media and future-oriented resource development both as a chief executive officer and strategic investor. In 2001, Mr. Barron founded Adstream, a global advertising technology and services provider, and served as the company’s Chief Executive Officer until December 2013. During that time, Adstream grew from a single office in Sydney to over 40 offices in 30 countries around the world and over $100 million in global revenue per year. Mr. Barron has also been a first money investor in industry-leading companies including Nautilus and Sirtex Medical. Mr. Barron’s qualifications to serve as Chief Executive Officer and on the board of directors include his extensive leadership and investment experience in the technology and resource development industries. Andrew Hall has served on our board of directors since the closing of the Business Combination in September 2021. Mr. Hall is an internationally experienced executive and non-executive in the renewable energy technologies and services sector. Since July 2018, Mr. Hall has served as Managing Director of Saxjo Limited, a renewable energy consultancy company. Previously, Mr. Hall was Group Chief Financial Officer at Siemens Gamesa Renewable Energy SA, one of the largest companies in the wind and renewables industry, from April 2017 to November 2017. From October 2015 to March 2017, Mr. Hall served as Group Chief Financial Officer and Executive Director at Siemens Wind Power GmbH & Co KG, a wind turbine original equipment manufacturer. Prior to that, Mr. Hall held a number of senior positions in other divisions of Siemens AG, including Chief Financial Officer and Board Member at Siemens Holdings plc & Cluster North West Europe in London from 2012 to 2015 and Chief Financial Officer and Board Member at Siemens Ltd & Cluster Africa in Johannesburg from 2008 to 2012. Mr. Hall currently serves on the board of a portfolio of venture capital, private equity and family office-backed companies in the renewable energy sector. Since October 2018, Mr. Hall has been a non-executive director of Time to Act Limited, which specializes in metal coatings for the gas turbine and hydrogen industries. Additionally, Mr. Hall has served Senior Independent Director of Hero Future Energies Global Limited, a global renewable energy developer, since February 2019. Mr. Hall is an Investor Director at Arctic Green Energy Corporation, Singapore since 2022. Arctic Green Energy is a leading global geothermal energy company. Since October 2022, Mr. Hall has served as Advisory Board Member of Zwei Wealth, a wealth management company and since February 2022, Mr. Hall has served as Senior Advisor at Blackstone, an asset management company. Since August 2022, Mr. Hall has served as Advisor to Eneus Energy Ltd., a green ammonia developer. Previously, Mr. Hall served as a board member of A2Sea AS from 2015 to 2017, Voith Hydro GmbH & Co KG from 2015 to 2017, Mimica Labs from 2014 to 2017, Star Windco Limited from September 2019 to April 2023, ComAP AS from July 2021 to March 2023, Windlogix Limited from September 2019 to April 2023 and as Group Chief Financial Officer of New Motion Labs Limited from June 2019 to January 2024. Mr. Hall earned a M.Sc. & B.Sc. from the University of Cape Town and an M.B.A. from the London Business School. Mr. Hall’s qualifications to serve on the board of directors include his extensive international experience leading large, capital-intensive businesses in the renewable energy sector. Andrew C. Greig has served on the board of directors since October 3, 2022, and is currently our Lead Independent Director. Mr. Greig is the founder of ACAC Innovation Pty Ltd and its Senior Director and previously worked for Bechtel Group, Inc. (“Bechtel”) for 34 years, leading its global mining business for 13 years. In addition, Mr. Greig was managing director for its Australian operations and was group Human Resources Manager in his last assignment. Mr. Greig was also Senior Vice President and Director of Bechtel. From 2001 to 2006, Mr. Greig served as President of Bechtel’s Mining & Metals global business unit, prior to becoming Project Director for the Brass LNG Project in Nigeria. As President of Mining & Metals, Mr. Greig was responsible for strategy, planning, execution and project delivery for the global business unit which peaked at 55,000 personnel across 14 countries and over $5 billion in annual revenue. Mr. Greig was elected as Principal Vice President in 1997 and as Senior Vice President in 2001. He was a member of Bechtel Group’s Board of Directors from 2011 until leaving Bechtel. Mr. Greig received a GDip in Business from Monash University Melbourne. Mr. Greig’s qualifications to be on the board include his long career in project development, overseeing major capital projects, his role leading the global HR team at Bechtel and his long tenure on Bechtel’s Board of Directors. Andrei Karkar has served on our board of directors since the closing of the Business Combination in September 2021 and served as a director of DeepGreen since March 2019. Mr. Karkar currently serves as the chairperson of the compensation committee. Since 2014, Mr. Karkar has served as Chief Executive Officer of ERAS Holdings, The Karkar Family Office, with its origins in Karkar Electronics founded in 1959 by Edward Karkar. ERAS Holdings engages in a broad range of investment activities and invests in a wide variety of asset classes. Since July 2019, Mr. Karkar has served as a member of the board of directors of CognitionX, a private company based in the United Kingdom, and is a board member of Shepherd OÜ based in Estonia. Mr. Karkar received a B.A. from Georgetown University. Mr. Karkar’s qualifications to serve on the board of directors include his experience as an advisor and investor in public and private companies.

  4. Current Director up for Re-election and Director Nominee

    Sheila Khama has served on our board of directors since the closing of the Business Combination in September 2021. Ms. Khama is a consultant, policy advisor and former mining industry executive with expertise in corporate governance and sustainable development of minerals, oil and gas resources. Ms. Khama currently serves as the chairperson of the sustainability and innovation committee. Since April 2019, Ms. Khama has been an independent consultant on oil and gas governance and policy reforms for SK Consulting Pty, Ltd. From November 2016 to March 2019, Ms. Khama served as Practice Manager and Coordinator of Donor Relations and Partnerships at The World Bank, where she led an international team of mineral, oil and gas specialists in implementing support programs ranging from policy reforms, technical assistance, research and knowledge dissemination for various countries. From November 2013 to November 2016, Ms. Khama served as Director African Natural Resources Center at the African Development Bank in Tunisia, where she led a support program for African governments to improve development outcomes from renewable and non-renewable resources. From 2010 to 2013, Ms. Khama served as Director of the Extractives Advisory Program at the African Center for Economic Transformation, a pan-African think tank based in Ghana. Ms. Khama also previously held a number of senior roles in the private sector, including Chief Executive Officer of De Beers Botswana from 2005 to 2010, Head of Marketing and Communication at the First National Bank of Botswana Ltd from 2002 to 2005, and Group Secretary of the Anglo-American Corporation Botswana from 1994 to 2002. Ms. Khama also currently serves as a Non-Executive Director for Tullow Oil plc, a position she has held since June 2019. Ms. Khama received an M.B.A. in General Management from Edinburgh University and a B.A. from the University of Botswana. Ms. Khama’s qualifications to serve on the board of directors include her extensive experience as a corporate strategist and her deep understanding of regulatory frameworks in the minerals, oil and gas industry. Christian Madsbjerg has served on our board of directors since the closing of the Business Combination in September 2021. Mr. Madsbjerg currently serves as the chairperson of the nominating and corporate governance committee. Since 2019, Mr. Madsbjerg has served on the board of directors of Fritz Hansen A/S Copenhagen. Since August 2018, Mr. Madsbjerg has served as Professor of Applied Humanities at The New School for Social Research. Since January 2009, Mr. Madsbjerg has served as a director and senior partner of the consulting firm, ReD Associates, which he co-founded in August 2007. Mr. Madsbjerg is also a writer whose work has been featured in publications such as The Wall Street Journal, Financial Times, The Washington Post, Der Spiegel, and Bloomberg Businessweek. His latest book, Sensemaking: The Power of the Humanities in the Age of the Algorithm, was published in the spring of 2017 by Hachette Book Group. His book The Moment of Clarity, co-written with ReD partner Mikkel B. Rasmussen, was published by Harvard Business Press in the fall of 2014. He studied philosophy and political science in Copenhagen and London and has a Masters from the University of London. Mr. Madsbjerg’s qualifications to serve on the board of directors include his expertise in advising senior executives, including the practical application of the human sciences in business. Amelia Kinahoi Siamomua has served on our board of directors since the closing of the Business Combination in September 2021. Ms. Siamomua has over 35 years of experience as a development economist and an international civil servant with a strong focus on gender equality and sustainability issues. Since March 2021, Ms. Siamomua has been an independent consultant on gender and social inclusion for the Government of Nauru. From June 2015 until February 2021, Ms. Siamomua served as Head of Gender, Economic, Youth & Sustainable Development Directorate of the Commonwealth Secretariat based in London, United Kingdom, where she represented the Secretary General at the United Nations (“UN”) High-level Group on Women’s Access to Justice and the UN Commission on the Status of Women. Between 2012 and 2014, Ms. Siamomua held a position as Inter-Regional Advisor (Small Island Developing States) within the Division for Sustainable Development at the UN Department of Economic and Social Affairs, where she analyzed best practices on sustainable development and provided policy advice to governments and relevant stakeholders in developing countries. Prior to that, Ms. Siamomua served as senior advisor in Papua New Guinea from 2010-2012 and as project coordinator in Fiji from 2008-2009 as part of the UN Development Programme. Ms. Siamomua has earned a B.A. in Economics and Politics and an M.B.A. from the University of the South Pacific. Ms. Siamomua’s qualifications to serve on the board of directors include her sustainable development expertise and her extensive knowledge of economic and social policies of developing countries. Stephen Jurvetson has served on our board of directors as Vice Chairman and as a Special Advisor to our Chief Executive Officer since April 9, 2024. Mr. Jurvetson is a co-founder of Future Ventures, a venture capital firm formed in 2018, and previously was a Managing Director of Draper Fisher Jurvetson, a venture capital firm, from 1995 to 2017. Mr. Jurvetson sits on the SpaceX Board of Directors and was a member of the Board of Director of Tesla from 2006 to 2020. Before co-founding Future Ventures and Draper Fisher Jurvetson, he was a Research and Development Engineer at Hewlett-Packard and he previously worked in product marketing at Apple and NeXT and management consulting with Bain & Company. Mr. Jurvetson holds B.S. and M.S. degrees in electrical engineering from Stanford University and an M.B.A. from the Stanford Business School. Mr. Jurvetson’s qualifications to serve on the board of directors include his experience as an advisor, investor and board member in public and private companies. In addition, his experience as a venture capitalist with a focus on founder-led, mission-driven companies at the cutting edge of disruptive technology and new industry formation will provide us valuable guidance and experience.

  5. Current Director up for Re-election and Director Nominee

    Brendan May has served as a consultant to us since February 2024 and is a nominee for election to the board of directors at the Annual Meeting. Mr. May is chairman and founder of Robertsbridge, a leading global sustainability consultancy he formed in 2010 with a number of prominent environmental thinkers, which has also been providing consulting services to the Company since April 2023. He was previously a managing director of Weber Shandwick’s global sustainability practice for five years. From 1999 to 2004, Mr. May worked in oceans sustainability as Chief Executive of the Marine Stewardship Council (MSC). Mr. May is a former contributing editor to Ethical Corporation and the former European chairman of the Rainforest Alliance. Mr. May holds an M.A. from the University of Oxford, where he read Philosophy, Politics & Economics. Mr. May’s qualifications to serve on the board of directors include more than 25 years in the sustainability world, first as an NGO campaigner, then as a corporate advisor. He and his company have worked all over the world with many leading companies and brands including Nestle, Unilever, Cargill, Sainsbury’s, Tesco, Avantium, Everland, Alliance Boots, Ovo Energy, APRIL, Asia Pulp & Paper (APP), Golden Agri Resources (GAR), IOI Group, Astra International, Sime Darby Plantation, Heathrow Airport Ltd, Drax Group Plc, Primark, Total Energies, Live Nation & Warner Music Group. He recently stepped down after four years as Chairman of Cargill's Forest & Land Use Sustainability Advisory Panel. He is a regular commentator on corporate responsibility and sustainability issues. In 2019, his firm was acquired by Stonehaven, a London based strategy firm, where he is also Deputy Chairman. Mr. May’s qualifications to serve on the board of directors include his significant experience in advising on sustainability matters and his experience as an advisor to public and private companies. There are no family relationships, as such term is defined in Item 401(d) of Regulation S-K, between or among any of our directors or executive officers.

  6. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  7. Key Components of Our 2023 Compensation Plans

    | Compensation Element | Primary Purpose | Performance Period | Details | | Cash Compensation | | | | | Base Salary | Reward for ongoing work performed, executive tenure and role | Ongoing | Provided in cash each pay period. | | Short Term Incentive Plan (STIP) | Reinforce and drive short-term priorities and business results | 1 year | Target award based on a percentage of salary. | | | Recognize and reward corporate and individual performance | | Awards may be earned from 0% to 100% of target based on achievement of pre-determined corporate short-term objectives that are aligned with our strategic plan as well as individual performance. Awards are paid in cash upon the completion of the fiscal year; however, for 2023 and 2022, STIP awards were paid in immediately-vested RSUs to conserve operating cash. | | Equity Compensation | | | | | Long-term incentives (LTIP) | Reinforce and drive long-term shareholder value Retain executives over a multi-year period Incentivize the achievement by management of multi-year performance goals | 3 years | For 2022 and 2023, grants were in the form of RSUs that vest one-third per year over three years. |

  8. Equity Compensation

    Equity Compensation We use long-term equity-based compensation to incentivize and retain our executive officers by linking their awards to the achievement of our long-term strategic goals. We typically award long-term equity-based compensation with restricted share units that vest over time so long as the executive remains employed with the Company. The compensation committee determines the size of equity award grants after considering the following factors: the competitive equity compensation practices for comparable positions identified in the applicable market analysis; the executive’s level of responsibility and duties; • a comparison to grant levels of other executive officers; • individual named executive officers’ performance; • our corporate performance; • our total equity compensation costs relative to total expenses; The compensation committee does not take into consideration an executive’s aggregate equity holdings or equity carrying value in determining annual long-term equity incentive awards. On February 29, 2024, our compensation committee approved the grant of equity awards to our NEOs under the STIP and LTIP for the 2023 performance year. They considered, to the extent applicable, our corporate performance and individual contributions in 2023 as well as in prior years. The compensation committee determined the value of each equity award as time-based RSUs that vest one-third per year over three years based on the potential equity compensation expense and the target award size, as well as the retention and incentive aspects of the award. The total value was also informed by the competitive analysis conducted by FW Cook, an independent compensation consulting firm engaged by our compensation committee to provide competitive market data as well as advice on pay levels and compensation program structure. The stock awards disclosed in the summary compensation table below represent the RSUs approved by our compensation committee. For 2022 and 2023 performance years, our compensation committee awarded immediately vested RSUs to our NEOs under our STIP to conserve operating cash. 2022 STIP RSUs were granted and valued on March 7, 2023, using a share price of $0.96 and 2023 STIP RSUs were granted and valued on February 29, 2024, using a share price of $1.45. During 2023, our compensation committee awarded RSUs to our NEOs under our LTIP, which were awarded and valued on March 7, 2023, using a share price of $0.96. No LTIP RSUs were issued to our NEOs during 2022, and no stock option awards have been issued to our NEOs since 2021.

  9. Summary Compensation Table

    Summary Compensation Table The following table shows information concerning the annual compensation for services provided to us by our NEOs for the fiscal year ended December 31, 2023 and 2022.

  10. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Gerard Barron, Chief Executive Officer | 2023 | 565,000 | 508,500 | 1,381,651 | 150,500 | 2,605,651 | | | 2022 | 565,000 | 367,591 | — | — | 932,591 | | Erika Ilves Chief Strategy Officer | 2023 | 433,333 | 325,000 | 540,468 | 109,333 | 1,408,134 | | | 2022 | 395,000 | 256,998 | — | — | 651,998 | | Craig Shesky Chief Financial Officer | 2023 | 412,500 | 309,375 | 540,468 | 41,250 | 1,303,593 | | | 2022 | 350,000 | 227,711 | — | 32,339 | 610,050 |

  11. Summary Compensation Table

    The executives received their entire 2023 STIP bonus in the form of immediately vested RSUs. The number of STIP RSUs granted was 350,690 units for Gerard Barron, 224,138 units for Erika Ilves, and 213,362 units for Craig Shesky. The STIP RSUs were granted on February 29, 2024, effective as of March 20, 2024, and the number of RSUs issued to each executive was based on the closing price of our common shares on the approval date of $1.45. For the year ended December 31, 2022, we awarded an annual STIP bonus at 75% of target. The executives received their entire 2022 STIP bonus in the form of immediately vested RSUs. The number of STIP RSUs granted for 2022 was 382,907 units for Gerard Barron, 267,696 units for Erika Ilves, and 237,199 units for Craig Shesky. The STIP RSUs were granted on March 7, 2023, and the number of STIP RSUs received by each executive was based on the closing price of our common shares on the grant date of $0.96. LTIP stock awards consist of RSUs granted to NEOs for the preceding performance year. Stock awards for the year ended December 31, 2023 and December 31, 2022 were granted on February 29, 2024 and March 7, 2023, respectively. The grant date fair value is computed based on the closing market price on the date of grant in accordance with FASB ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). There were no LTIP awards granted during 2022, as the LTIP awards for the 2021 performance year were granted on November 22, 2021. (3) Includes pension benefits contributions we made to our NEOs.

  12. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth certain information regarding outstanding equity awards held by the NEOs as of December 31, 2023.

  13. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Gerard Barron | 05/16/2019 | 3,473,586 | — | $0.65 | 06/01/2028 | — | — | | | 03/04/2021 | 604,458 | 2,275,334 | 0.65 | 06/01/2028 | — | — | | | 11/22/2021 | — | — | — | — | 260,417 | 286,459 | | | 03/07/2023 | — | — | — | — | 1,439,220 | 1,583,142 | | | 02/29/2024 | — | — | — | — | 1,276,936 | 1,404,630 | | Erika Ilves | 09/01/2018 | 1,099,968 | — | $0.65 | 06/01/2028 | — | — | | | 03/04/2021 | 262,109 | 1,011,259 | 0.65 | 06/01/2028 | — | — | | | 11/22/2021 | — | — | — | — | 78,125 | 85,938 | | | 03/07/2023 | — | — | — | — | 562,987 | 619,286 | | | 02/29/2024 | — | — | — | — | 499,505 | 549,456 | | Craig Shesky | 03/04/2021 | 270,167 | — | $8.64 | 06/01/2028 | — | — | | | 03/04/2021 | | 135,084(4) | 8.64 | 06/01/2028 | — | — | | | 03/04/2021 | — | 252,814 | 0.65 | 06/01/2028 | — | — | | | 11/22/2021 | — | — | — | — | 78,125 | 85,938 | | | 03/07/2023 | — | — | — | — | 562,987 | 619,286 | | | 02/29/2024 | — | — | — | — | 499,505 | 549,456 |

  14. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) These stock options vest as follows, subject to continued service through each vesting threshold: (i) 25% if our market capitalization equals or exceeds $3.0 billion; (ii) 35% if our market capitalization equals or exceeds $6.0 billion; (iii) 20% if the International Seabed Authority grants us an exploitation contract; and (iv) 20% upon the commencement of the first commercial production following the grant of the exploitation contract. (2) Stock awards consists of RSUs that were granted on November 22, 2021, March 7, 2023 and February 29, 2024 all of which vest one third on each anniversary of the grant date. (3) Market value of shares based on the closing market share price at December 31, 2023. (4) These stock options vested on February 20, 2024.

  15. Director Compensation

    Director Compensation On September 9, 2021, we adopted a non-employee director compensation policy. Pursuant to the policy, the annual cash retainer for non-employee directors is $90,000. Annual cash retainers for committee membership are as follows:

  16. Director Compensation

    | Position | Retainer | | Lead independent director | $30,000 | | Audit committee chairperson | $22,500 | | Audit committee member | $7,500 | | Compensation committee chairperson | $15,000 | | Compensation committee member | $5,000 | | Nominating and corporate governance committee chairperson | $15,000 | | Nominating and corporate governance committee member | $5,000 | | Sustainability and innovation committee chairperson | $15,000 | | Sustainability and innovation committee member | $5,000 |

  17. Director Compensation

    These fees are payable in arrears in quarterly installments as soon as practicable following the last business day of each fiscal quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on the board of directors, on such committee or in such position. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection with attending meetings of the board of directors and any committee of the board of directors on which they serve and in connection with other business related to the board of directors. Directors may also be reimbursed for reasonable out-of-pocket business expenses in accordance with our travel and other expense policies, as may be in effect from time to time. Initial Grant — In addition, we grant to new non-employee directors upon their initial election to the board of directors a number of restricted share units (“RSUs”) (each RSU relating to one share of common shares), having an aggregate fair market value equal to $100,000, determined by dividing (A) $100,000 by (B) the closing price of the common shares on Nasdaq on the date of the grant (rounded down to the nearest whole share), on the first business day after the date that the non-employee director is first appointed or elected to the board of directors. Each of these grants shall vest in equal annual installments over three years from the date of the grant, subject to the non-employee director’s continued service as a director on the applicable vesting dates. Annual Grant — We also grant each non-employee director annually a number of RSUs (each RSU relating to one common share), having an aggregate fair market value equal to $100,000, determined by dividing (A) $100,000 by (B) the closing price of the common shares on the Nasdaq on the date of the grant (rounded down to the nearest whole share), each year on the first business day after our annual meeting of shareholders (the “Annual Grant”); provided, however, that if there has been no annual meeting of shareholders held by the first business day of the third fiscal quarter, we make the Annual Grant to each non-employee director on the first business day of the third fiscal quarter of such year. Pursuant to the terms of his consulting agreement, Mr. Jurvetson waived his right to any compensation he may have been entitled to for serving on the board of directors, including under our non-employee director compensation policy. The table below summarizes the compensation of each person serving as a non-employee director of TMC for the fiscal year ended December 31, 2023. Gerard Barron, our Chief Executive Officer, did not receive any additional compensation for his service as a director of TMC in 2023. The compensation of Mr. Barron as a NEO is set forth above under “Summary Compensation Table.”

  18. Director Compensation

    | Name | Fees Earned ($) | Stock Awards ($)(1) | Total ($) | | Andrew Hall | $97,500 | $100,000 | $197,500 | | Sheila Khama | $117,500 | $100,000 | $217,500 | | Andrei Karkar | $110,000 | $100,000 | $210,000 | | Amelia Kinahoi Siamomua | $95,000 | $100,000 | $195,000 | | Christian Madsbjerg | $110,000 | $100,000 | $210,000 | | Kathleen McAllister | $112,500 | $100,000 | $212,500 | | Andrew Greig | $125,000 | $100,000 | $225,000 |

  19. Director Compensation

    (1) The Annual Grant consists of 144,907 RSUs granted during the year ended December 31, 2023. The grant date fair value is computed based on the closing market price on the date of grant in accordance with ASC 718. The following lists all outstanding equity awards held by our non-employee directors as of December 31, 2023:

  20. Director Compensation

    | Name | Aggregate Number of Shares Underlying Outstanding Options(1) | Number of Shares or Units of Stock That Have Not Vested(2) | | Andrew Hall | | 147,584 | | Sheila Khama | | 147,584 | | Andrei Karkar | 769,020 | 147,584 | | Amelia Kinahoi Siamomua | | 147,584 | | Christian Madsbjerg | 716,916 | 147,584 | | Kathleen McAllister | | 187,918 | | Andrew Greig | 716,916 | 208,399 |

  21. Director Compensation

    (1) Consists of STIP options granted under the DeepGreen Plan which are fully vested, and have an exercise price ranging from $0.52 to $2.60 and expiration date between February 17, 2026 to June 30, 2028 and LTIP options granted under the DeepGreen Plan which vest as follows, subject to continued service through each vesting threshold: (i) 25% if our market capitalization equals or exceeds $3.0 billion; (ii) 35% if our market capitalization equals or exceeds $6.0 billion; (iii) 20% if the International Seabed Authority grants us an exploitation contract; and (iv) 20% upon the commencement of the first commercial production following the grant of the exploitation contract. LTIP options have an exercise period of $0.65 and expiration date of June 1, 2028. Consists of RSUs for Initial Grants, which vests in thirds on each anniversary of the grant date, and RSUs for Annual Grants which vest on the date of TMC’s annual general meeting following the grant date.

  22. PROPOSAL NOS. 1 AND 2 ELECTION OF DIRECTORS (Notice Items 1 and 2)

    PROPOSAL NOS. 1 AND 2 ELECTION OF DIRECTORS (Notice Items 1 and 2)

  23. Number of Directors (Proposal No. 1)

    Number of Directors (Proposal No. 1) Our Articles provide that our shareholders fix the number of directors to be elected to our board of directors by ordinary resolution. Our shareholders set the number of directors at eight at the 2023 annual meeting of shareholders held on May 30, 2023, which number was increased to nine in April 2024 by the board of directors pursuant to the Articles. As a result, our board of directors currently consists of nine members. The shareholders may increase or decrease the number of directors constituting the full board of directors, provided that such number may not be less than three. We are proposing that shareholders fix the number of directors to be elected at the Annual Meeting at nine. The affirmative vote of a majority of the shares cast for this proposal is required to set the number of directors at nine. Abstentions, if any, will have no effect on the results of this vote. Broker non-votes are not included in the number of votes cast for and against a matter and therefore have no effect on the vote on such matter. OUR BOARD OF DIRECTORS RECOMMENDS THAT THE NUMBER OF DIRECTORS BE SET AT NINE, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

  24. Election of Directors (Proposal No. 2)

    Election of Directors (Proposal No. 2) Our board of directors nominated Gerard Barron, Andrew Hall, Andrew Greig, Andrei Karkar, Sheila Khama, Christian Madsbjerg, Amelia Kinahoi Siamomua, Stephen Jurvetson, and Brendan May for election at the Annual Meeting. If they are elected, they will serve on our board of directors until the 2025 Annual Meeting of Shareholders or until their respective successors have been elected and qualified. Mr. May is a new director nominee for election to our board of directors at the Annual Meeting. Kathleen McAllister is not up for re-election as a director at the Annual Meeting and her term as a director will end at the Annual Meeting. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Gerard Barron, Andrew Hall, Andrew Greig, Andrei Karkar, Sheila Khama, Christian Madsbjerg, Amelia Kinahoi Siamomua, Stephen Jurvetson, and Brendan May as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. A plurality of the shares voted for each nominee at the Annual Meeting is required to elect each nominee as a director. OUR BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF GERARD BARRON, ANDREW HALL, ANDREW GREIG, ANDREI KARKAR, SHEILA KHAMA, CHRISTIAN MADSBJERG, AMELIA KINAHOI SIAMOMUA, STEPHEN JURVETSON, AND BRENDAN MAY AS DIRECTORS, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

  25. Comparison of CEO Compensation to Current Compensation

    Comparison of CEO Compensation to Current Compensation When approving the 2024 Barron Employment Agreement and issuing the Signing RSUs, the compensation committee and the board of directors also considered the differences in the CEO Compensation to the compensation set forth in the 2018 Barron Employment Agreement and otherwise being provided to Mr. Barron. The following table summarizes the major elements of compensation under Mr. Barron’s compensation before and after entering into the 2024 Barron Employment Agreement.

  26. Comparison of CEO Compensation to Current Compensation

    | Element of Compensation | Previous Compensation | CEO Compensation under the 2024 Barron Employment Agreement | | Annual Salary | $565,000 | $750,000 | | Annual Cash Bonus (STIP) | Eligible to participate up to 75% of Annual Salary | Eligible to participate up to 75% of Annual Salary | | Annual LTIP | Eligible to participate | Eligible to participate | | Retirement Account Contribution | 10% of Annual Salary | 10% of Annual Salary | | Signing RSUs | N/A(1) | 20,000,000 RSUs (Signing RSUs) |

  27. Comparison of CEO Compensation to Current Compensation

    | Element of Compensation | Previous Compensation | CEO Compensation under the 2024 Barron Employment Agreement | | Severance | Termination Without Cause: 12 months Annual Salary (subject to certain conditions) | Termination Without Cause/ Good Reason/Non-renewal: 18 months Annual Salary (including the pro rata portion of his Retirement Account Contribution) 18 months of additional vesting on outstanding equity awards (excluding the Signing RSUs) Pro-rata Annual Cash Bonus for the year of termination | | Change of Control | Termination Without Cause/ Triggering Event (Good Reason) following a Change of Control: | Termination Without Cause/ Good Reason/Non-renewal within 24 months following a Change of Control: | | | 12 months Annual Salary (subject to certain conditions) | 24 months Annual Salary 24 months of additional vesting on outstanding equity awards (including the Signing RSUs) 2 times Annual Cash Bonus target | | Benefits | Eligible to participate in company plans (and to receive reimbursement for certain health and medical expenses prior to the adoption of an applicable company plan) and reimbursement for certain industry and professional memberships | Eligible to participate in company plans (and to receive reimbursement for certain health and medical expenses prior to the adoption of an applicable company plan) and reimbursement for certain industry and professional memberships |

  28. Comparison of CEO Compensation to Current Compensation

    Mr. Barron was awarded common shares and options to purchase common shares upon signing the 2018 Barron Employment Agreement. See description of these awards above under “Executive Officer and Director Compensation”.

  29. DIRECTORS AND OFFICERS INSURANCE

    DIRECTORS AND OFFICERS INSURANCE 4.1 The Company will procure and maintain a directors and officers (“D&O”) liability insurance policy. The material terms of the claims-made policy include an insurance program with $20 million total limits of liability, which is comprised of $10 million in Side ABC coverage and $10 million in Side A Difference In Conditions coverage. The Company expects that the applicable retention for Side B and Side C claims will be in the range of $10 million. 4.2 Executive will be entitled to indemnification with respect to Executive’s services provided hereunder pursuant to applicable law, the terms and conditions of the Company’s certificate of incorporation and/or by-laws, and the Company’s standard indemnification agreement for directors and officers as executed by the Company and Executive, which rights will be commensurate with the indemnification provided to the Company’s other directors and executive officers. Executive will be entitled to coverage under the Company’s D&O insurance policies that it may hold now or in the future to the same extent and in the same manner (i.e., subject to the same terms and conditions) to which the Company’s other directors and executive officers are entitled to coverage under any of the Company’s D&O insurance policies. 5.