DEF 14A of TMC the metals Co Inc.
Filed Apr 17, 2026 · FY20250001104659-26-044955
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 ten (10) directors for election at the Annual Meeting for a term of one year to serve until the 2027 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. The Company is seeking shareholder approval of an ordinary resolution setting the number of directors of the Company at ten (10) 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 17, 2026. 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.
Our Board of Directors
| Name | Age | Position | | Director Nominees: | | | | Gerard Barron | 59 | Chief Executive Officer and Chairman of the Board of Directors | | Andrew Greig | 69 | Lead Independent Director | | Andrew Hall | 62 | Director | | Michael Hess | 39 | Director and Strategic Advisor to the Company | | Stephen Jurvetson | 59 | Vice Chairman of the Board of Directors and Special Advisor to the Chief Executive Officer | | Andrei Karkar | 48 | Director | | Sheila Khama | 68 | Director | | Christian Madsbjerg | 51 | Director | | Brendan May | 52 | Director | | Alex Spiro | 43 | Director and Strategic Advisor to the Company |
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 C. Greig has served on the board of directors since October 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. 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 nonexecutive director in the renewable energy technologies and services sector. Since February 2022, he has served as a Senior Advisor at Blackstone. He currently also serves as Managing Director of Saxjo Limited and holds board and advisory roles with Saxjo Advisory Services FZCO, Railpool GmbH, Subsea Technology Limited and Luminator Technology Group. His prior and recent roles include Senior Independent Director of Hero Future Energies Global Limited; an Investor Director and Audit Chair at Arctic Green Energy Limited; and non-executive director of Time to Act Limited. He has also served as an Advisory Board Member of Zwei Wealth and as an advisor to Eneus Energy Ltd., a green ammonia developer. Earlier in his career, Mr. Hall served as Group Chief Financial Officer of Siemens Gamesa Renewable Energy SA and held a number of senior finance and executive leadership roles within Siemens AG and its affiliates, including as a chief financial officer and board member across multiple regions. His additional prior board and executive experience includes New Motion Labs Limited (Group Chief Financial Officer) and Windlogix Limited (Executive Chair). Mr. Hall holds an M.Sc. and 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 our board include his extensive international experience leading large, capital-intensive businesses in the renewable energy sector. Michael Hess has served on our board of directors and as a Strategic Advisor to us since June 2025. Mr. Hess is an experienced investor and operator with a focus on the U.S. energy supply chain, bringing over 15 years of experience evaluating, financing and developing energy infrastructure, logistics and services businesses. Mr. Hess began his career in the energy groups at Goldman Sachs and KKR. He is a co-founder of the Bison Companies, where he has helped lead the companies’ efforts in strategy, finance and business development across Bison’s portfolio, spanning oil and gas development, water infrastructure and payments for the U.S. energy supply chain. Mr. Hess is also the Chief Investment Officer of Hess Capital, a private and public investment arm of the Hess family. Mr. Hess’s qualifications to serve on our board of directors include his extensive experience in energy infrastructure and investment, as well as his background in developing and scaling businesses across the U.S. energy supply chain. Stephen Jurvetson has served on our board of directors as Vice Chairman and as a Special Advisor to our Chief Executive Officer since April 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, for over twenty years. Mr. Jurvetson sits on the SpaceX Board of Directors and was a member of the Board of Directors 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. 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. Mr. Karkar has served on various boards of directors, such as CognitionX, a private company based in the United Kingdom, and 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.
Director Nominees
Sheila Khama has served on our board of directors since the closing of the Business Combination in September 2021. Ms. Khama is an experienced non-executive director of companies listed on the FTSE, Nasdaq, Saudi Stock Exchange and ASX. Her past and present directorships include ACWA Power, a Saudi Arabian energy and water producer, and Tullow Oil, which is listed on the FTSE. Previously, Ms. Khama served as Chief Executive Officer of De Beers Botswana and as a non-executive director of several group companies, including Debswana, a leading diamond producer. She has also served as Chairperson of the International Board of AMREF, a leading provider of primary health care. In addition, she worked for the World Bank and the African Development Bank in their respective mineral, oil and gas policy advisory divisions, where she led teams advising governments in Africa, Latin America and Central Asia. Ms. Khama currently serves as a mineral, oil and gas policy and energy advisor and is a member of the Advisory Board of the Columbia Center on Sustainable Investment, an Associate Fellow of Chatham House, and a member of the high-level panel to advance universal energy access convened by the Columbia University Center on Global Energy Policy and the Rockefeller Foundation. Ms. Khama received an M.B.A. in General Management from the University of Edinburgh and a B.A. from the University of Botswana. Ms. Khama’s qualifications to serve on our 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. Mr. Madsbjerg has served on the board of directors of Fritz Hansen A/S Copenhagen. Since 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 The Economist. His latest book, Look — How to Pay Attention in a Distracted World, was published in 2023 by Riverhead Books. His book, Sensemaking: The Power of the Humanities in the Age of the Algorithm, was published in 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 2014. Mr. Madsbjerg 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. 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 previously provided consulting services to the Company. He was previously a managing director of Weber Shandwick’s global sustainability practice for five years. 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. Alex Spiro has served on our board of directors and as a Strategic Advisor to us since June 2025. Mr. Spiro is a well-known litigator and has spent more than a decade advising Fortune 500 corporations and their chief executives on high-priority matters, including at multiple “Magnificent 7” companies. Mr. Spiro has represented numerous high-profile clients across a range of sectors and is widely regarded for his work in complex litigation. In addition to his legal practice, he is an active investor and advisor to technology, mining and energy companies. Mr. Spiro’s qualifications to serve on our board of directors include his extensive experience advising public companies and senior executives, as well as his expertise in corporate governance, public markets and regulatory matters. 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.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Introduction
Introduction This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. We are eligible to use the requirements of a “smaller reporting company” within the meaning of the Securities Exchange Act of 1934, as amended, for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited disclosures regarding executive compensation for our last two completed fiscal years. Further, our reporting obligations extend only to the following “Named Executive Officers” (“NEOs”), which are the individuals who served as principal executive officer and the next two most highly compensated executive officers for the year ended December 31, 2025. As of December 31, 2025, our NEOs were: • Gerard Barron, Chief Executive Officer; • Craig Shesky, Chief Financial Officer; and • Erika Ilves, Chief Strategy Officer In 2024, we entered into new compensation arrangements for Gerard Barron, our Chief Executive Officer and Chairman, which were approved by our shareholders on an advisory basis at our 2024 annual meeting of shareholders held on May 30, 2024. These 2024 compensation arrangements directly factored into Mr. Barron’s 2025 compensation. Our current executive compensation plan for our other NEOs has been in place since September 9, 2021 and is the ongoing compensation program for these NEOs post-Business Combination. As discussed in more detail below, in 2025, our executive compensation program was designed to provide our NEOs with meaningful incentives and rewards, while effectively balancing the short-term and long-term interests of our shareholders with our ability to attract and retain talented executives. The compensation committee of our board of directors has the primary responsibility for establishing our executive compensation philosophy and determining the specific components and levels of each NEO’s compensation. Our executive compensation program is based on four guiding principles. We have created a compensation program that combines short-term and long-term components, cash, equity, fixed and performance- based contingent payments, in the proportions that we believe achieve these four guiding principles: • enhance shareholder value by aligning the financial interests of our NEOs with those of our shareholders; • enable us to attract, motivate and retain the people needed to define and lead our industry; • integrate compensation closely with the achievement of our business and performance objectives; and • reward the individual performance that contributes to our short-term and long-term success. The compensation committee utilized and relied significantly on a competitive market analysis when determining the size, components and mix of our NEOs’ compensation packages. As discussed in more detail below, our NEOs’ target annual compensation generally consists of three principal components: (a) base salary, (b) an annual performance award under our Short-Term Incentive Plan (“STIP”) and (c) long-term equity incentive compensation under our Long-Term Incentive Plan (“LTIP”). The base salary component is primarily designed to provide a predictable level of financial stability. The STIP is designed to reward the achievement of annual goals that are aligned with our strategic plan. The base salary and STIP are referred to as the cash component of the compensation plan. The LTIP is the equity compensation component and is primarily designed to incentivize and retain our executives over a multi-year period and to reward the achievement of our long-term financial and strategic objectives.
Key Components of Our 2025 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, at the election of the Company, 2024 STIP awards were paid in immediately-vested RSUs to conserve operating cash. | | Equity Compensation | | | | | Long-Term Incentive Plan (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 | Since 2023, grants were in the form of RSUs that vest one-third per year over three years | | Special Retention Incentives | Retain key executives through critical periods Align executive interests with long-term share price performance Incentivize the achievement of sustained stock price appreciation | 3 or 4 years | Time- and performance-based RSUs granted in September 2025 that vest upon achievement of specified share price thresholds and continued service for 3 or 4 years, as applicable |
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 executive officer’s performance; • our corporate performance; and • 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 under our LTIP. Mr. Barron received 1,598,070 RSUs and each of Mr. Shesky and Ms. Ilves received 625,125 RSUs. In July 2025, our compensation committee approved special retention RSU awards to Mr. Shesky and Ms. Ilves to support the Company’s transition from the pre-licensure phase to commercial operations. These awards were made in September 2025. In approving these awards, the compensation committee considered the critical roles, experience and institutional knowledge of the NEOs, as well as the importance of retaining the leadership team through key milestones. The structure and size of the awards were informed by an analysis conducted by FW Cook, the independent compensation consulting firm engaged by the compensation committee to provide competitive market data and advice on compensation program design. Mr. Shesky and Ms. Ilves each received 2,000,000 RSUs that vest, subject to each continuing to be employed by us through September 1, 2029 (the “Retention Date”), as follows: (i) 50% upon the trailing 30-day average closing price of the common shares (the “Average Share Price”) reaching $10.00 on or before April 16, 2029, and (ii) 50% upon the Average Share Price reaching $12.50 on or before April 16, 2029. Common shares received upon settlement of the RSUs may not be sold or otherwise transferred prior to the Retention Date. In April 2026, our compensation committee granted equity awards to our NEOs under the LTIP. Mr. Barron received 816,327 RSUs and each of Mr. Shesky and Ms. Ilves received 453,515 RSUs. See also “Summary Compensation Table” and “Outstanding Equity Awards at 2025 Fiscal Year-End”.
Cash Compensation
Cash Compensation Annual Salary Mr. Barron receives an annual base salary of $750,000, which shall be reviewed annually by our board of directors Annual Bonus Mr. Barron is 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. Mr. Barron received a cash bonus under the STIP of $750,000 for 2025. 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”).
Equity Compensation
Equity Compensation Signing RSUs In April 2024, 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 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 vested upon achievement of a Closing Price of $7.50 (achieved in 2025); one-third of the Signing RSUs vest upon achievement of a Closing Price of $10.00; and one-third of the Signing RSUs vest upon 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 do not vest 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 in 2025.
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.
STIP Compensation for Our Other NEOs
STIP Compensation for Our Other NEOs In addition to the equity awards discussed above granted to Mr. Shesky and Ms. Ilves in 2025, Mr. Shesky and Ms. Ilves received a cash bonus under the STIP of $375,000 and $487,000, respectively, for 2025.
Summary Compensation Table
Summary Compensation Table The following table shows information concerning the annual compensation for services provided to us by our NEOs for the fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Gerard Barron, | 2025 | 750,000 | 750,000 | 2,684,758 | 85,360 | 4,270,118 | | Chief Executive Officer | 2024 | 696,042 | 574,234 | 22,584,890 | 77,279 | 23,932,445 | | Craig Shesky | 2025 | 500,000 | 375,000 | 12,450,210 | 88,421 | 13,413,631 | | Chief Financial Officer | 2024 | 500,000 | 412,500 | 724,283 | 85,103 | 1,721,886 | | Erika Ilves | 2025 | 487,000 | 487,000 | 12,450,210 | 56,229 | 13,480,439 | | Chief Strategy Officer | 2024 | 487,000 | 401,775 | 724,283 | 62,647 | 1,675,705 |
Summary Compensation Table
(1) The executives received their entire 2025 STIP bonus in the form of cash, paid on February 28, 2026. (2) 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. Includes LTIP stock awards consisting of RSUs granted to NEOs on March 6, 2025, effective as of March 20, 2025 (1,598,070 RSUs to Gerard Barron and 625,125 RSUs to each of Craig Shesky and Erika Ilves) and February 29, 2024, effective as of March 20, 2024 (1,276,936 RSUs to Gerard Barron and 499,505 RSUs to each of Craig Shesky and Erika Ilves), and 2,000,000 retention RSUs granted on September 23, 2025 to each of Craig Shesky and Erika Ilves with a grant date fair value ranging from $5.58 and $5.82 per RSU. The 2024 amount for Gerard Barron starting in this proxy statement also includes 20,000,000 RSUs granted to him on April 16, 2024 with a grant date fair value ranging from $1.00 to $1.07 per RSU that were approved by our shareholders in a non-binding advisory vote at our 2024 annual meeting of shareholders. The grant date fair value is computed based on the closing market price on the date of grant in accordance with FASB ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). Consists of retirement benefits contributions and health expenses reimbursements we made to our NEOs.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth certain information regarding outstanding equity awards held by the NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Effective Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(3) | Market value of shares or unit shares or units of stock that have not vested ($)(4) | | Gerard Barron | 5/16/2021 | 3,473,586 | — | 0.65 | 6/1/2028 | — | — | | | 3/4/2021 | 1,173,292 | 1,706,500 | 0.65 | 6/1/2028 | — | — | | | 3/20/2023 | — | — | — | — | 479,740 | 2,959,996 | | | 3/20/2024 | — | — | — | — | 851,291(5) | 5,252,465 | | | 4/16/2024 | | | | | 13,333,333(6) | 82,266,665 | | | 3/20/2025 | | | | | 1,598,070 | 9,860,092 | | Erika Ilves | 3/4/2021 | — | 758,444 | 0.65 | 6/1/2028 | — | — | | | 3/20/2023 | | | | | 187,662 | 1,157,875 | | | 3/20/2024 | — | — | — | — | 333,003(5) | 2,054,629 | | | 3/20/2025 | — | — | — | — | 625,125(5) | 3,857,021 | | | 9/23/2025 | | | | | 2,000,000(7) | 12,340,000 | | Craig Shesky | 3/4/2021 | 405,251 | — | 8.64 | 6/1/2028 | — | — | | | 3/4/2021 | 63,204 | 189,610 | 0.65 | 6/1/2028(8) | — | — | | | 3/23/2023 | | | | | 187,662 | 1,157,875 | | | 3/20/2024 | — | — | — | — | 333,003(5) | 2,054,629 | | | 3/20/2025 | — | — | — | — | 625,125(5) | 3,857,021 | | | 9/23/2025 | | | | | 2,000,000(7) | 12,340,000 |
Outstanding Equity Awards at 2025 Fiscal Year-End
(1) Does not include an aggregate of 2,737,471 Class A through H special shares issuable upon exercise of the options held by Gerard Barron and an aggregate of 275,967 Class A through H special shares issuable upon exercise of the options held by Craig Shesky. (2) These stock options vest as follows, subject to continued service through each vesting event: (i) 46.7% if our market capitalization equals or exceeds $6.0 billion; (ii) 26.7% if the International Seabed Authority grants us an exploitation contract; and (iii) 26.7% upon the commencement of the first commercial production following the grant of the exploitation contract. Does not include an aggregate of 1,005,297 Class A through H special shares issuable upon exercise of the options held by Gerard Barron, an aggregate of 111,699 Class A through H special shares issuable upon exercise of the options held by Craig Shesky and an aggregate of 446,798 Class A through H special shares issuable upon exercise of the options held by Erika Ilves. (3) Does not include LTIP RSUs granted on April 13, 2026 of which 816,237 units were granted to Gerard Barron, and 453,515 units were granted to each of Craig Shesky and Erika Ilves. (4) Market value of shares based on the closing market share price at December 31, 2025 of $6.17. (5) Stock award was granted as RSUs, which vest one third on each anniversary of the effective grant date. (6) Stock award was granted as RSUs, which vest as follows: (i) 1/2 of the RSU vests if the closing price per share based on the trailing 30-day is $10.00 and (ii) 1/2 of the RSU vests if the closing price per share based on the trailing 30-day is $12.50. (7) See above “Equity Compensation for Our NEOs” for award and vesting details with respect to these special retention RSUs. These options are exercisable at any time until March 5 of the year following vesting of such option (any such date, the “Exercise Date”) and these options expire on the day after the Exercise Date with respect to such vesting.
Pay Versus Performance
Pay Versus Performance The following table shows the relationship between “compensation actually paid” for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and certain measures of our financial performance during the last two years ended December 31, 2025 and 2024. As we are eligible to use the requirements of a “smaller reporting company” within the meaning of the Securities Exchange Act of 1934, as amended, we are permitted and have elected to provide scaled pay versus performance disclosure.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | Net Income (Loss) (in millions)(4) | | 2025 | $4,270,118 | $99,797,809 | $13,447,035 | $20,859,572 | $560.91 | $(319.8) | | 2024 | $23,932,445 | $13,936,398 | $1,698,796 | $1,556,932 | $101.82 | $(81.9) |
Pay Versus Performance
(1) The PEO in each year presented was Gerard Barron, our Chairman and Chief Executive Officer, and the Non-PEO NEOs in each year presented were Craig Shesky, our Chief Financial Officer, and Erika Ilves, our Chief Strategy Officer. The table below shows the adjustments made to the compensation totals presented in the Summary Compensation Table for the NEOs in order to calculate “compensation actually paid” in accordance with Item 402(v) of Regulation S-K. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
Pay Versus Performance
| | 2025 | | 2024 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | $4,270,118 | $13,447,035 | $23,932,445 | $1,698,796 | | Less, value of Stock Awards reported in Summary Compensation Table | $2,684,758 | $12,450,210 | $22,584,890 | $724,283 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $9,860,092 | $15,047,021 | $12,630,167 | $559,447 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $55,879,408 | $3,580,579 | $(282,292) | $(76,238) | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | $32,472,949 | $1,235,147 | $240,969 | $99,210 | | Compensation Actually Paid | $99,797,809 | $20,859,572 | $13,936,398 | $1,556,932 |
Pay Versus Performance
(3) Total shareholder return measures the cumulative value of $100 invested on the last trading day before the earliest year in the table, or December 29, 2023, including the reinvestment of dividends, through and including the end of the applicable year for which total shareholder return is calculated, or December 31, 2024 and December 31, 2025, respectively. (4) The dollar amounts reported for our net income (loss) are the amounts reflected in our audited financial statements for the applicable year.
Relationship Between Compensation Actually Paid and Company Performance
Relationship Between Compensation Actually Paid and Company Performance Overview Our executive compensation program was designed to provide our NEOs with meaningful incentives and rewards, while effectively balancing the short-term and long-term interests of our shareholders with our ability to attract and retain talented executives. As a development-stage enterprise that has not yet achieved commercial production and has not generated any revenue, our compensation committee and board of directors have not looked to net income (loss) or total shareholder return as performance measures considered under our executive compensation program. Instead, our compensation committee and board of directors have implemented a compensation program that we believe achieves four guiding principles of (a) enhancing shareholder value, (b) attracting, motivating and retaining our executives, (c) integrating compensation with our business and performance objectives and (d) rewarding individual performance that contributes to our short-term and long-term success. As a result, we do not specifically focus our compensation decisions on compensation actually paid (as computed in accordance with SEC rules) or how these amounts compare to net income (loss) or total shareholder return in any particular period. See the disclosures elsewhere under “Executive Officer and Director Compensation” and under “Proposal No. 4 — Non-Binding Advisory Vote on Approval of Executive Compensation as Disclosed in this Proxy Statement” for additional information about our compensation program. In addition, in 2024, our board of directors, upon recommendation of our compensation committee, approved a new and comprehensive compensation package for our PEO, which was approved by our shareholders on an advisory basis at the 2024 annual meeting of shareholders. The board of directors concluded that this compensation package was critical to align the interests of our PEO with those of our shareholders, and to ensure our PEO’s retention and continued leadership as we pursue the creation of a new and transformative industry in deep-sea mineral exploration and directly factored into our PEO’s 2024 and 2025 compensation. A key component of this new compensation package is the one-time award of 20,000,000 market-based RSUs that vest only upon achievement of stock price targets, which represented substantial premiums over our share price at the time, which we believe aligns our PEO’s compensation with the creation of shareholder value over the five-year performance period. Compensation Actually Paid and Net Loss/Total Shareholder Return Our net loss for the year ended December 31, 2025 was $319.8 million, a $237.9 million, or 290.5%, increase from our net loss for the year ended December 31, 2024 of $81.9 million. The increase in net loss over these periods reflects the significant increase in the royalty liability on our NORI project and our ongoing investment in exploration, technology development, and regulatory advancement activities necessary to position us for potential commercial production. Total shareholder return increased 1.82% during the period from December 29, 2023 to December 31, 2024 (with $100 invested on December 29, 2023 having a value of $101.82 at December 31, 2024), but increased substantially to 460.91% during the period from December 29, 2023 to December 31, 2025 (with $100 invested on December 29, 2023 having a value of $560.91 at December 31, 2025). We believe this return reflects the achievements we have made to prepare for potential commercial production. The compensation actually paid to our PEO totaled $99,797,809 in 2025, which was a $85,861,411, or 616.09%, increase from the compensation actually paid to our PEO in 2024 of $13,936,398. The increase primarily reflects the impacts of the 2024 shareholder approved compensation arrangements and the significant increase in our share price in 2025. The average compensation actually paid to our Non-PEO NEOs totaled $20,859,572 in 2025, which was $19,302,640, or 1,239.79%, increase from the average compensation actually paid to our Non-PEO NEOs in 2024 of $1,556,932. The increase primarily reflects the impacts of the significant increase in our share price in 2025 and the special retention RSUs granted to our Non-PEO NEOs in 2025.
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:
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 |
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, in an effort to conserve cash, a majority of our directors approved a modification to the form of payment of their annual cash retainers and elected to receive immediately vesting RSUs in lieu of cash, which elections remain in place. The number of RSUs granted is determined by dividing the amount of deferred cash compensation by the closing price of our common shares on the date of the annual meeting. RSUs in respect of deferred cash compensation for 2024 were granted on the first day following the 2025 annual meeting. RSUs in respect of deferred cash compensation for 2025 are expected to 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) $100,000 by (B) the closing price of the common shares on the Nasdaq on the date of the grant (rounded down to the nearest whole share), each year on the first business day after our annual meeting of shareholders (the “Annual Grant”); provided, however, that if there has been no annual meeting of shareholders held by the first business day of the third fiscal quarter, we make the Annual Grant to each non-employee director on the first business day of the third fiscal quarter of such year. Pursuant to the terms of their individual consulting agreements, Messrs. Jurvetson, Hess and Spiro waived their rights to any compensation they may have been entitled to for serving on the board of directors, including under our non-employee director compensation policy. The table below summarizes the compensation of each person serving as a non-employee director of TMC for the fiscal year ended December 31, 2025. Gerard Barron, our Chief Executive Officer, did not receive any additional compensation for his service as a director of TMC in 2025. The compensation of Mr. Barron as a NEO is set forth above under “Summary Compensation Table.” See also “Certain Relationships and Related Person Transactions” below for additional information about other transactions between us and our directors.
Director Compensation
| Name | Fees Earned ($) | Stock Awards ($)(1) | Total ($) | | Andrew Greig | $125,000 | $100,000 | $225,000 | | Andrew Hall | $112,500 | $382,000(2) | $494,500 | | Andrei Karkar | $110,000 | $100,000 | $210,000 | | Sheila Khama | $102,500 | $100,000 | $202,500 | | Christian Madsbjerg | $117,500 | $100,000 | $217,500 | | Brendan May | $105,000 | $100,000 | $205,000 | | Amelia Kinahoi Siamomua(3) | $39,583 | — | $39,583 |
Director Compensation
(1) The Annual Grant consists of 22,371 RSUs granted during the year ended December 31, 2025. The grant date fair value is computed based on the closing market price on the date of the grant in accordance with ASC 718. (2) Consists of 66,508 RSUs granted as a special retention grant during the year ended December 31, 2025 and Annual Grant referenced in Footnote 1. The grant date fair value of the special retention grant is computed based on the closing market price on the date of grant in accordance with ASC 718. Ms. Siamomua’s term ended at the 2025 annual meeting of shareholders. The following lists all outstanding equity awards held by our non-employee directors as of December 31, 2025:
Director Compensation
| Name | Aggregate Number of Shares Underlying Outstanding Options(1) | Number of Shares or Units of Stock That Have Not Vested | | Andrew Greig | 716,916(1) | 22,371(2) | | Andrew Hall | | 88,879(4) | | Michael Hess | 5,000,000(5) | 5,237,529(6) | | Andrei Karkar | 769,020(1) | 22,371(2) | | Sheila Khama | | 22,371(2) | | Christian Madsbjerg | 716,916(1) | 22,371(2) | | Brendan May | | 67,722(3) | | Alex Spiro | | 1,750,000(7) |
Director Compensation
(1) Consists of STIP options granted under the DeepGreen Plan, which are fully vested and have exercise prices ranging from $0.52 to $2.60 and expiration dates between January 27, 2026 and June 30, 2028, and LTIP options granted under the DeepGreen Plan, 25% of which vested upon our market capitalization equaling or exceeding $3.0 billion, with the remaining LTIP options vesting as follows, subject to continued service through each applicable vesting threshold: (i) 35% if our market capitalization equals or exceeds $6.0 billion; (ii) 20% if the International Seabed Authority grants us an exploitation contract; and (iii) 20% upon the commencement of first commercial production following the grant of the exploitation contract. The LTIP options have an exercise price of $0.65 and an expiration date of June 1, 2028. Does not include an aggregate of 453,020 Class A through H special shares issuable upon exercise of the options held by Mr. Karkar and an aggregate of 422,328 Class A through H special shares issuable upon exercise of the options held by each of Mr. Madsbjerg and Mr. Greig. 94,805 of the options held by each of Mr. Karkar and by Mr. Madsbjerg are exercisable at any time until March 5 of the year following vesting of such option (any such date, the “Exercise Date”) and these options expire on the day after the Exercise Date with respect to such vesting. (2) Consists of RSUs for Annual Grants, which vest on the date of TMC’s annual general meeting following the grant date. (3) Consists of 45,351 RSUs for Initial Grants, which vest in equal thirds on each anniversary of the grant date, and 22,371 RSUs for Annual Grants referenced in Footnote 2 above. (4) Consists of 66,508 RSUs granted as a special retention award in 2025, which vest over three years from the grant date, and 22,371 RSUs from the Annual Grant referenced in Footnote 2 above. (5) Consists of options granted to Mr. Hess pursuant to the terms of his consulting agreement with us, which vest upon the achievement of certain market-based conditions. See “Certain Relationships and Related Person Transactions — Michael B. Hess Consulting Agreement” below. (6) Consists of RSUs granted to Mr. Hess pursuant to the terms of his consulting agreement with us, which vest, subject to Mr. Hess’s continued service on the applicable vesting date, as follows: (i) 237,529 RSUs vest in equal thirds on each anniversary of the grant date; and (ii) 5,000,000 RSUs vest based on the closing price of our common shares reaching the following thresholds: one-half vest upon achievement of a closing price of $12.50, and one-half vest upon achievement of a closing price of $15.00. See “Certain Relationships and Related Person Transactions — Michael B. Hess Consulting Agreement” below. Consists of RSUs granted to Mr. Spiro pursuant to his consulting agreement with us, which vest, subject to Mr. Spiro’s continued service on the applicable vesting date, over four years from the grant date. See “Certain Relationships and Related Person Transactions — Alex Spiro Consulting Agreement” below.
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)
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. 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. Our board of directors currently consists of ten members. The remaining ten directors are up for re-election at the Annual Meeting. Therefore, we are proposing that shareholders fix the number of directors to be elected at the Annual Meeting at ten. The affirmative vote of a majority of the shares cast for this proposal is required to set the number of directors at ten. OUR BOARD OF DIRECTORS RECOMMENDS THAT THE NUMBER OF DIRECTORS BE SET AT TEN, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
Election of Directors (Proposal No. 2)
Election of Directors (Proposal No. 2) Our board of directors nominated Gerard Barron, Andrew Greig, Andrew Hall, Sheila Khama, Andrei Karkar, Christian Madsbjerg, Brendan May, Stephen Jurvetson, Michael Hess and Alex Spiro for election at the Annual Meeting. If they are elected, they will serve on our board of directors until the 2027 annual meeting of shareholders or until their respective successors have been elected or appointed, unless their offices are earlier vacated. 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 Greig, Andrew Hall, Michael Hess, Stephen Jurvetson, Andrei Karkar, Sheila Khama, Christian Madsbjerg, Brendan May and Alex Spiro 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 GREIG, ANDREW HALL, MICHAEL HESS, STEPHEN JURVETSON, ANDREI KARKAR, SHEILA KHAMA, CHRISTIAN MADSBJERG, BRENDAN MAY AND ALEX SPIRO 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.