DEF 14A of TMC the metals Co Inc., Apr 18, 2025

DEF 14A of TMC the metals Co Inc.

Filed Apr 18, 2025 · FY20240001104659-25-036264

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 eight directors for election at the Annual Meeting for a term of one year to serve until the 2026 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 eight 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, 2025. 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. Amelia Kinahoi Siamomua is not up for re-election to our board of directors at the Annual Meeting and her term as director will end at the Annual Meeting.

  2. Our Board of Directors

    | Name | Age | Position | | Director Nominees: | | | | Gerard Barron | 58 | Chief Executive Officer and Chairman of the Board of Directors | | Andrew Hall | 61 | Director | | Andrew Greig | 68 | Lead Independent Director | | Andrei Karkar | 47 | Director | | Sheila Khama | 67 | Director | | Christian Madsbjerg | 50 | Director | | Stephen Jurvetson | 58 | Vice Chairman of the Board of Directors and Special Advisor to the Chief Executive Officer | | Brendan May | 51 | Director |

  3. Director Nominees

    Director Nominees 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. 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

  4. Director Nominees

    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. Brendan May has served on our board of directors since May 2024. Prior to joining the board, he served as a consultant to us from February to May 2024. 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. 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. 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.

  5. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  6. Key Components of Our 2024 Compensation Plans for Our NEOs

    | 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 2024, 2023 and 2022, at the election of the Company, 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 2024, 2023 and 2022, grants were in the form of RSUs that vest one-third per year over three years. |

  7. Equity Compensation for Our NEOs

    Equity Compensation for Our NEOs 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. In March 2025, our compensation committee granted equity awards to our NEOs under the STIP and LTIP for the 2024 performance year, including to our Chief Executive Officer. They considered, to the extent applicable, our corporate performance and individual contributions in 2024 as well as in prior years. The compensation committee determined the value of each LTIP 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, the 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. See “Summary Compensation Table” and “Outstanding Equity Awards at 2024 Fiscal Year-End”.

  8. Cash Compensation

    Cash Compensation Annual Salary Mr. Barron will receive an annual base salary of $750,000, which shall be reviewed annually by our board of directors Annual Bonus Mr. Barron will also be eligible for an annual cash bonus, based on achievement of individual performance objectives and achievement of certain company financial results as established by our board of directors, with the target amount set at 75% of his base salary. See above for information on Mr. Barron’s STIP award for 2024 that was paid in RSUs. Retirement Account Contributions We will provide Mr. Barron with an additional amount equal to 10% of his base salary per year to be contributed to Mr. Barron’s retirement plan (the “Retirement Benefit”).

  9. Equity Compensation

    Equity Compensation Signing RSUs Mr. Barron received a one-time signing bonus award of performance-based restricted stock units for up to 20,000,000 of our common shares, based on the achievement of stock price goals (the “Signing RSUs”). The Signing RSUs will vest upon our common shares achieving the following closing prices per share, based on the trailing 30-day average price (the “Closing Price”), on or prior to April 16, 2029, subject to Mr. Barron’s continued service with us on the applicable vesting date: one-third of the Signing RSUs vest on achievement of a Closing Price of $7.50; one-third of the Signing RSUs vest on achievement of a Closing Price of $10.00; and one-third of the Signing RSUs vest on achievement of a Closing Price of $12.50 (each subject to equitable adjustment for any stock splits, combinations, reclassifications, stock dividends and the like). Any Signing RSUs that are not vested on or prior to April 16, 2029 will be forfeited. Mr. Barron shall not be permitted to sell any shares settled upon the vesting of the Signing RSUs until April 16, 2029, at which point all such vested shares shall be freely tradeable by Mr. Barron at his full discretion, subject to compliance with our Insider Trading Policy and applicable laws. Participation in Annual LTIP Mr. Barron is also eligible to be considered for annual equity awards under our LTIP at the discretion of the board of directors. See above for information on Mr. Barron’s LTIP award for 2024.

  10. Severance and Change of Control Payments

    Severance and Change of Control Payments Severance In the event that Mr. Barron’s employment is terminated without Cause (as defined in the 2024 Barron Employment Agreement) or if Mr. Barron resigns for Good Reason (as defined in the 2024 Barron Employment Agreement), or in the event that the 2024 Barron Employment Agreement is not renewed by us at the end of any one-year term, Mr. Barron will receive: 18 months of base salary (including the pro rata portion of his Retirement Benefit); 18 months of additional vesting on outstanding equity awards (excluding the Signing RSUs); and a pro-rata bonus for the year of termination. Change of Control of Company In the event that, within 24 months following a Change of Control (as defined in the 2024 Barron Employment Agreement), Mr. Barron is terminated without Cause or resigns for Good Reason, or the 2024 Barron Employment Agreement is not renewed by us at the end of any one-year term, in each case, Mr. Barron will be eligible to receive: 24 months of base salary, two times his then target annual bonus and the full vesting of outstanding equity awards (including the Signing RSUs). The treatment of the Signing RSUs upon a change of control is intended to align Mr. Barron’s interests with the interests of the Company’s other shareholders with respect to evaluating potential change of control offers.

  11. 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 years ended December 31, 2024 and 2023.

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Gerard Barron, Chief Executive Officer | 2024 | 696,042 | 574,234 | 1,851,557 | 69,604 | 3,191,437 | | | 2023 | 565,000 | 508,500 | 1,381,651 | 150,500 | 2,605,651 | | Craig Shesky Chief Financial Officer | 2024 | 500,000 | 412,500 | 724,283 | 50,000 | 1,686,783 | | | 2023 | 412,500 | 309,375 | 540,468 | 41,250 | 1,303,593 | | Erika Ilves Chief Strategy Officer | 2024 | 487,000 | 401,775 | 724,283 | 48,700 | 1,661,758 | | | 2023 | 433,333 | 325,000 | 540,468 | 109,333 | 1,408,134 |

  13. Summary Compensation Table

    (1) The executives received their entire 2024 STIP bonus in the form of immediately vested RSUs. The number of 2024 STIP RSUs granted was 341,806 units for Gerard Barron, 245,536 units for Craig Shesky and 239,152 units for Erika Ilves. The 2024 STIP RSUs were granted on March 4, 2025, effective as of March 20, 2025, and the number of STIP RSUs issued to each executive was based on the closing price of our common shares on the approval date of $1.68. For the year ended December 31, 2023, we awarded an annual STIP bonus at 75% of target. The executives received their entire 2023 STIP bonus in the form of immediately vested RSUs. The number of STIP RSUs granted for 2023 were 350,690 units for Gerard Barron, 213,362 units for Craig Shesky and 224,138 units for Erika Ilves. The 2023 STIP RSUs were granted on February 29, 2024, effective as of March 20, 2024, 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 $1.45. (2) LTIP stock awards consist of RSUs granted to NEOs for the preceding performance years of 2023 and 2022. Stock awards were granted on February 29, 2024 and March 7, 2023 in respect of the financial years ended December 31, 2023 and December 31, 2022, 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”). Includes pension benefits contributions we made to our NEOs.

  14. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth certain information regarding outstanding equity awards held by the NEOs as of December 31, 2024.

  15. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Effective 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 | 9/9/2021 | 3,473,586 | — | 0.65 | 6/1/2028 | — | — | | | 9/9/2021 | 604,458 | 2,275,334 | 0.65 | 6/1/2028 | — | — | | | 3/20/2023 | — | — | — | — | 959,480(4) | 1,074,618 | | | 3/20/2024 | — | — | — | — | 1,276,936(4) | 1,430,168 | | | 4/16/2024 | — | — | — | — | 20,000,000(5) | 22,400,000 | | Erika Ilves | 9/9/2021 | 1,099,968 | — | 0.65 | 6/1/2028 | — | — | | | 9/9/2021 | 262,109 | 1,011,259 | 0.65 | 6/1/2028 | — | — | | | 3/20/2023 | — | — | — | — | 375,325(4) | 420,364 | | | 3/20/2024 | — | — | — | — | 499,505(4) | 559,446 | | Craig Shesky | 9/9/2021 | 405,251 | — | 8.64 | 6/1/2028 | — | — | | | 9/9/2021 | — | 252,814 | 0.65 | 6/1/2028 | — | — | | | 3/20/2023 | — | — | — | — | 375,325(4) | 420,364 | | | 3/20/2024 | — | — | — | — | 499,505(4) | $559,446 |

  16. Outstanding Equity Awards at 2024 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) Does not include RSUs granted on March 4, 2025 (effective as of March 20, 2025) of which 1,598,070 units were granted to Gerard Barron, 625,125 units were granted to Craig Shesky and 625,125 units were granted to Erika Ilves. (3) Market value of shares based on the closing market share price at December 31, 2024 of $1.12. (4) Stock award was granted as RSUs, which vest one third on each anniversary of the effective grant date. (5) Stock award was granted as RSUs, which vest as follows: (i) 1/3rd of the RSU vests if the closing price per share based on the trailing 30-day is $7.50, (i) 1/3rd of the RSU vests if the closing price per share based on the trailing 30-day is $10.00 and (i) 1/3rd of the RSU vests if the closing price per share based on the trailing 30-day is $12.50.

  17. 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:

  18. 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 |

  19. 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. In the fourth quarter of 2024, the majority of our directors agreed to a temporary change in the method of payment of their annual cash retainers and elected to receive RSUs in lieu of their cash retainers. The number of RSUs will be calculated by dividing the deferred cash compensation by the closing share price on the date of the upcoming Annual Meeting. These RSUs will vest immediately and will be granted on the first day following the upcoming Annual Meeting. 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 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, 2024. Gerard Barron, our Chief Executive Officer, did not receive any additional compensation for his service as a director of TMC in 2024. The compensation of Mr. Barron as a NEO is set forth above under “Summary Compensation Table.” See also “Certain Relationships and Related Person Transactions” below for additional information about other transactions between us and our directors.

  20. Director Compensation

    | Name | Fees Earned ($) | Stock Awards ($)(1) | Total ($) | | Andrew Hall | $106,236 | $100,000 | $206,236 | | Sheila Khama | $108,764 | $100,000 | $208,764 | | Andrei Karkar | $110,000 | $100,000 | $210,000 | | Amelia Kinahoi Siamomua | $95,000 | $100,000 | $195,000 | | Christian Madsbjerg | $114,368 | $100,000 | $214,368 | | Andrew Greig | $125,000 | $100,000 | $225,000 | | Brendan May | $61,154 | $200,000(2) | $261,154 |

  21. Director Compensation

    (1) The Annual Grant consists of 68,027 RSUs granted during the year ended December 31, 2024. The grant date fair value is computed based on the closing market price on the date of grant in accordance with ASC 718. Mr. May’s stock awards include the value of his Initial Grant on joining the board and his Annual Grant both issued in 2024. The following lists all outstanding equity awards held by our non-employee directors as of December 31, 2024:

  22. 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 | | 68,027 | | Sheila Khama | | 68,027 | | Andrei Karkar | 769,020 | 68,027 | | Amelia Kinahoi Siamomua | | 68,027 | | Christian Madsbjerg | 716,916 | 68,027 | | Andrew Greig | 716,916 | 99,773 | | Brendan May | | 136,054(3) |

  23. 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 January 27, 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. (2) 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. Does not include 17,241 RSUs granted to Mr. May pursuant to his previous consulting agreement with us that vested on March 1, 2025. See “Certain Relationships and Related Person Transactions — Robertsbridge and Brendan May Consulting Agreements” below.

  24. 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)

  25. 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, and the directors appointed an additional director pursuant to the Articles and the Business Corporations Act (British Columbia) in April 2024, increasing the number of directors to nine. 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 eight. The affirmative vote of a majority of the shares cast for this proposal is required to set the number of directors at eight. OUR BOARD OF DIRECTORS RECOMMENDS THAT THE NUMBER OF DIRECTORS BE SET AT EIGHT, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

  26. Election of Directors (Proposal No. 2)

    Election of Directors (Proposal No. 2) Our board of directors nominated Gerard Barron, Andrew Hall, Andrew Greig, Sheila Khama, Andrei Karkar, Christian Madsbjerg, Brendan May, and Stephen Jurvetson for election at the Annual Meeting. If they are elected, they will serve on our board of directors until the 2026 annual meeting of shareholders or until their respective successors have been elected or appointed, unless their offices are earlier vacated. Amelia Kinahoi Siamomua is not up for re-election as director at the Annual Meeting and her term as 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, Sheila Khama, Andrei Karkar, Christian Madsbjerg, Brendan May, and Stephen Jurvetson 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, SHEILA KHAMA, ANDREI KARKAR, CHRISTIAN MADSBJERG, BRENDAN MAY, AND STEPHEN JURVETSON 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.