DEF 14A of Intrepid Potash, Inc., Apr 4, 2024

DEF 14A of Intrepid Potash, Inc.

Filed Apr 4, 2024 · FY20230001140361-24-017938

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our Board consists of six directors divided into three classes, designated as Class I, Class II, and Class III. In accordance with our Amended and Restated Bylaws (our “Bylaws”) and Restated Certificate of Incorporation (our “Certificate of Incorporation”), the number of directors of the Board is fixed exclusively by the Board from time to time. The directors are divided as evenly as possible into the three classes. The classes of directors serve for staggered three-year terms, with their current terms ending at the Annual Meeting of Stockholders in the following years: Class I directors – 2024; Class II directors – 2025; and Class III directors – 2026. Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee (“Governance Committee”) is responsible for identifying and recommending directors for nomination to the Board, including nominating existing directors for additional terms. The Governance Committee seeks independent directors with diverse backgrounds and experiences that it believes will enhance the quality of the Board’s deliberations and decisions. When searching for candidates, the Governance Committee considers the evolving needs of the Board and selects nominees based on individual skills, achievements, and experience. Additionally, nominees are expected to have a willingness and ability to devote the time necessary to perform the duties and responsibilities of a director of the Board and a desire to ensure that the Company’s operations and financial reporting are performed in a transparent manner and in compliance with applicable laws, rules, and regulations. The Governance Committee has adopted a skills matrix to assist it in evaluating the needs of the Board in seeking directors. The skills matrix assists the Governance Committee in cultivating a diverse Board. The Governance Committee considers nominees that have strong personal and professional ethics, integrity, values, expertise, and experience. In evaluating nominees, the Governance Committee seeks individuals who will provide expertise and valuable insight to the Company and that have complimentary skill sets to other directors on the Board. The Governance Committee evaluates each potential nominee individually and in the context of the Board as a whole. The Governance Committee recommends directors that will contribute to our long-term success and effectively represent stockholder interests. When evaluating the nomination of directors for re-election, the Governance Committee also considers the individual’s historic contributions to the Board. When seeking new director candidates, the Governance Committee may solicit suggestions from incumbent directors, members of management, stockholders, and others. The Governance Committee has authority to retain a search firm for this purpose. If the Governance Committee believes a candidate would be a valuable addition to the Board, it recommends his or her candidacy to the full Board. The Governance Committee will consider stockholder director nominations. The Governance Committee does not alter its criteria for evaluating candidates, including the criteria described above, for stockholder recommended candidates. Stockholders may recommend individuals to the Governance Committee for consideration as director candidates by submitting the names of such individuals, together with appropriate biographical information, background materials and, if the stockholder is not a stockholder of record, a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to the Governing Committee, c/o Corporate Secretary, Intrepid Potash, Inc., 707 17th Street, Suite 4200, Denver, Colorado 80202. Stockholders also have the right under our Bylaws to nominate director candidates directly, without any action or recommendation on the part of the Governance Committee or the Board, by following the procedures set forth below under the heading “Stockholder Proposals.” The Class I directors elected at the Annual Meeting will serve until the 2027 Annual Meeting of Stockholders. To be elected, each nominee must receive a majority of the votes cast. Specifically, the number of shares voted “FOR” the nominee must exceed the number of votes cast “AGAINST” that nominee. Cumulative voting is not permitted in the election of directors. Each nominee this year is a current director. Given their existing service on the Board, each nominee has tendered to the Board a contingent, irrevocable resignation that will become effective only if the nominee fails to receive the required majority vote and the Board decides to accept the resignation. In the event a nominee does not receive a majority of the votes cast, the Governance Committee will make a recommendation, including whether to accept or reject the resignation, to the Board. The Board will consider the recommendation of the Governance Committee and publicly disclose its decision and the rationale behind its decision regarding acceptance or rejection of a nominee’s resignation within 90 days after the date of the certification of the election results. Our Board strives to appoint directors that provide the Company with an appropriate balance of experience, continuity, and new perspectives to effectively serve Intrepid and its shareholders. Our current directors have a wealth of experience and expertise in the industries in which we operate and bring a variety of perspectives to the Board. The average director tenure is approximately 9.3 years. In terms of gender diversity, 33% of our directors are female. In considering the nominees for the Class I directorship, the Governance Committee assessed the qualifications of each nominee, both of whom are current directors, before making a recommendation regarding their nomination to the Board. Our nominees for the Class I directorship are Chris A. Elliott and Lori A. Lancaster, both of whom are current directors. The Board nominated Mr. Elliott and Ms. Lancaster based on the recommendation of the Governance Committee. Each nominee has consented to serve as a director if elected. However, if either or both nominees are unable to serve, or for good cause will not serve, the persons named in the proxy intend to vote in their discretion for one or more substitutes who will be designated by the Board. Information about our directors, including our Class I director nominees, is set forth below. This information includes an overview of the director’s specific experience, qualifications, and skills that assisted our Governance Committee and Board to conclude that the individual should serve as a director.

  2. Class I Director Nominees

    Class I Director Nominees

  3. Class I Director Nominees

    | Nominee | Age | Director Since | Principal Occupation | | Chris A. Elliott | 58 | August 2010 | President and Chief Executive Officer of Mitigation Investment Holdings, LLC | | Lori A. Lancaster | 54 | July 2021 | Former Managing Director for UBS Securities, LLC |

  4. Class I Director Nominees

    Chris A. Elliott has over 30 years of business experience in the agricultural industry. His experience has given him an in-depth understanding of agricultural markets, regulatory processes, manufacturing, and real estate. He is the President and Chief Executive Officer of Mitigation Investment Holdings LLC, a privately held company that invests in environmental restoration, where he has served since 2018. From 2007 through 2017, Mr. Elliott was Chief Executive Officer of AgCoA, a privately held company that owned, managed, and operated agriculture real estate that produces a variety of crops over a diverse geographic spectrum. Mr. Elliott’s day-to-day involvement in the agricultural industry provides the Board with a unique perspective of this industry and our agricultural customers. Lori A. Lancaster is a former Managing Director with UBS Securities LLC, where she served from 2013 to 2016. During her nearly 20 year investment banking career, she advised public and private companies operating in a variety of sectors and regions within the natural resources and global energy industries. Ms. Lancaster executed on over $60 billion of energy Μ&Α deals during her career and led numerous debt and equity capital markets transactions. Prior to UBS, Ms. Lancaster also served as Managing Director of Nomura Securities (2010 to 2013) and of Goldman Sachs & Co. (1999 to 2008), both in their respective energy investment banking groups. Since 2017, Ms. Lancaster has served as an independent consultant and non-executive director to the energy sector. In addition to her service on our Board, Ms. Lancaster has served on the board of directors of Vital Energy, Inc. since 2020 and on the board of directors of Precision Drilling Corporation since 2022. She previously served as a non executive director for HighPoint Resources Corp. from 2018 to 2021 and for Energen Corp from 2017 to 2018. Ms. Lancaster’s advisory experience across different representative industry sectors and leadership in advising strategic transactions provides the Board with a valuable perspective on development and execution of the Company’s strategic and financial objectives. Additionally, she brings public company audit committee and nominating and corporate governance experience to the Board.

  5. Continuing Directors

    Continuing Directors

  6. Continuing Directors

    | Name | Age | Director Since | Class/Term Expiration | | Mary E. McBride | 68 | May 2020 | Class II/ 2025 | | Barth E. Whitham | 67 | April 2008 | Class II/ 2025 | | Robert P. Jornayvaz III | 65 | December 2007 | Class III/ 2026 | | William M. Zisch | 66 | May 2022 | Class III/ 2026 |

  7. Continuing Directors

    Mary E. McBride is a senior banking executive with over 30 years of experience and leadership in commercial banking. She has experience working with companies in agricultural production, processing, marketing, fertilizer, and the oil and gas industries. Ms. McBride was President of CoBank, ACB (“CoBank”), a cooperative bank and member of the Farm Credit System serving vital industries across rural America, from 2013 to 2016. Ms. McBride joined CoBank in 1993 and served as Vice President, Loan Policy & Syndications; Senior Vice President and Manager, Corporate Finance Division; Senior Vice President and Manager, Operations Division; Executive Vice President, Communications and Energy Banking Group; and Chief Operating Officer before being appointed Chief Banking Officer in 2010. Before joining CoBank, Ms. McBride was Senior Vice President and Manager, Commercial Lending at First Interstate Bank of Denver, N.A., and prior to that served as Assistant Vice President, Energy & Utilities at First National Bank of Boston. In addition to her service on our Board, Ms. McBride also currently serves, or has served, on boards of other public and privately held companies. Ms. McBride serves as an independent director of Ellington Residential Mortgage REIT, a residential mortgage Real Estate Investment Trust based in Old Greenwich, Connecticut, where she is a member of the Audit, Compensation and Nominating and Governance Committees. From 2017 to 2022, Ms. McBride served on the board of directors of CatchMark Timber Trust, a publicly traded timber REIT, where she also served as Chair of the Audit and Compensation Committees. Ms. McBride also served on the Biomass Technical Advisory and Research Committee of the U.S. Departments of Energy and Agriculture from 2006 to 2012. She previously served as Chair of Mile High United Way. Ms. McBride’s financial expertise and experience with companies in representative industries provides the Board with unique financial perspectives and perspectives into the industries we serve through potash, water, and other oilfield solutions sales. Barth E. Whitham has over 30 years of experience in the energy, banking, and extractive resources industries. Since 2004, he has served as President, Chief Executive Officer, and on the board of directors of Enduring Resources, LLC, a privately held company focused on the formation and exploitation of energy assets. Mr. Whitham currently serves on the board of directors of Ensign Energy Services Inc., an oilfield, mining, and logistics service provider, and on the board of directors of Jonah Energy, a natural gas production company. From 1991 to 2004, Mr. Whitham served as President, Chief Operating Officer, and on the board of directors of Westport Resources Corp., a publicly traded oil and gas exploration and production company. Mr. Whitham’s experience with companies in the energy and extractive resources industries provides the Board with a unique perspective into these industries, which we serve through sales of potash, water, and other oilfield solutions. Robert P. Jornayvaz III has over 35 years of management experience, including management experience with Intrepid and our predecessor company, Intrepid Mining LLC, over 24 years of experience in the potash mining industry, and over 40 years of experience in the oil and gas and the extractive and commodities industries. He has served as our Executive Chairman of the Board since 2010 and as our Chief Executive Officer since August 2014. Mr. Jornayvaz served as our Chairman of the Board and Chief Executive Officer from our formation in 2008 until 2010. He served as our President from 2014 to August 2021. Mr. Jornayvaz served, directly or indirectly, as a manager of our predecessor, from 2000 until its dissolution at the time of our initial public offering in 2008. Mr. Jornayvaz is the sole owner of Intrepid Production Corporation (“IPC”). Mr. Jornayvaz and IPC together beneficially own 16.6% of our common stock as of March 25, 2024. As our Chief Executive Officer, Mr. Jornayvaz is extremely familiar with our operations and industry and brings his wealth of expertise and experience to the Board. William M. Zisch has over 40 years of business experience in and an in-depth knowledge of the mining industry. Mr. Zisch is a Professor of Practice in the Mining Department at the Colorado School of Mines, a role he has held since April 2023. In December 2023, he was selected to be the Department Head of the Mining Department at the Colorado School of Mines. Prior to joining the Colorado School of Mines, Mr. Zisch worked as an independent consultant from 2019 to 2023. Prior to being an independent consultant, Mr. Zisch served as the Chief Operating Officer at Argonaut Gold from November 2016 to November 2019. Prior to Argonaut, Mr. Zisch held the role of President and CEO of Midway Gold, Vice President of Operations at Royal Gold Inc., and held various executive roles over a 12-year span with Newmont Mining. Prior to his tenure at Newmont, Mr. Zisch spent 16 years with FMC Company, where he held several positions in coal and gold operations, chemical manufacturing, and strategic sourcing roles in FMC’s Chemical Group. He is a past Chairman of the Colorado Mining Association, past director of the Nevada Mining Association and is a Director on the Colorado School of Mines Foundation Board of Governors. Mr. Zisch’s day-to-day involvement in the mining industry provides the Board with a unique perspective with respect to this industry and our operations. OUR BOARD RECOMMENDS A VOTE “FOR” EACH CLASS I DIRECTOR NOMINEE.

  8. Objectives of Executive Compensation Program

    | • | Long-Term Focus on Stockholder Value. Encourage stock ownership to align executives’ interests with the interests of our other stockholders. |

  9. Objectives of Executive Compensation Program

    Our CEO compensation program is designed to recognize Mr. Jornayvaz’s role as the co-founder of Intrepid, strategic visionary, and significant stockholder. For 2023, Mr. Jornayvaz was provided over 98% of his total compensation in equity awards, structured as both time-vesting and performance-based restricted stock awards. Approximately 60% of his equity compensation value was provided as performance-based restricted stock with rigorous price appreciation requirements in which full payout requires price appreciation of at least 91% of the grant price, and with additional time-vesting, as described below up to a four-year period. This program design rewards meaningful stock-price appreciation and acknowledges that Mr. Jornayvaz was paid only $50,000 in salary and had no bonus program opportunity in 2023. Also, Mr. Jornayvaz’s total direct compensation was generally at the peer group median, but with nearly all of it as equity and performance equity instead of guaranteed through base salary. Finally, the target total direct compensation of the other named executive officers was below the median, with a significant portion of their equity provided as performance stock units.

  10. CEO Compensation Summary

    CEO Compensation Summary Mr. Jornayvaz is our co-founder and largest stockholder, with beneficial ownership of 16.6% of our outstanding common stock as of March 25, 2024. He has an in-depth knowledge and understanding of our business operations and we believe that his continued service is critical to our success. The compensation program for our Chief Executive Officer (“CEO”) for 2023 was set near our peer group median, with only $50,000 in cash compensation, and purposely designed to be weighted to performance-based compensation that is aligned with future stock price growth. The Compensation Committee intended that CEO compensation, which was approved in March 2023, would be maintained as a highly performance-based program that provides an opportunity near the median of our peer group, and only delivers value if there is substantial total stockholder return within the next three to five years. Further, the Compensation Committee reduced Mr. Jornayvaz’s total compensation value, as reported in the 2023 Summary Compensation Table, by approximately 23% to recognize that the stock price at the time of his 2023 equity grant was lower than in 2022. Key features of, and rationale relating to, Mr. Jornayvaz’s 2023 compensation include the following:

  11. CEO Compensation Summary

    | • | Mr. Jornayvaz continued to have the greatest percentage of his total direct compensation subject to performance risk in our peer group. Over 98% of Mr. Jornayvaz’s total compensation for 2023 was granted in the form of restricted stock awards, consisting of time-based restricted stock (approximately 40% of the total value of the equity awards), and performance-based restricted stock (approximately 60% of the total value of the equity awards). The Compensation Committee determined that time- and-performance-based restricted stock awards would further the objective of a pay-for-performance compensation program to tie CEO compensation to the achievement of future growth and align CEO compensation with the long-term interests of our stockholders. |

  12. CEO Compensation Summary

    | • | Mr. Jornayvaz’s 2023 total compensation value consisted primarily of equity awards. The performance-based restricted stock award, which is 60% of equity compensation, requires rigorous stock price growth within the next four years in order to be earned. Target earnout requires a 34% return over four years and the total shareholder return required to earn all performance-based restricted shares is 91% over four years. The Compensation Committee set aggressive goals with respect to stock price growth after a grant to directly benefit stockholders if those performance measures are achieved in the future. Further, the Compensation Committee included time-vesting on top of the performance awards to ensure employment retention after earnout (50% of performance-based restricted stock awards vest one year after they are earned, and 50% of performance-based restricted stock awards vest two years after they are earned). |

  13. CEO Compensation Summary

    | • | Mr. Jornayvaz’s 2023 performance-based restricted stock award is required to be reported in the 2023 Summary Compensation Table at its grant date fair value based on a Monte-Carlo simulation valuation model. This reported grant date fair value is theoretical and may never be realized if the rigorous stock price growth is not achieved, unlike cash compensation, which is minimal for Mr. Jornayvaz. |

  14. CEO Compensation Summary

    | • | Mr. Jornayvaz does not currently participate in the annual cash bonus plan and no cash bonuses have been paid to Mr. Jornayvaz under our annual cash bonus program since before 2014. |

  15. Compensation Summary for Other Executives

    | • | Continuation of Annual Cash Bonus Program– The Compensation Committee continued the annual cash bonus program for 2023 as described in “Calculation of Potential 2023 Bonuses” below. All executives other than Mr. Jornayvaz were eligible to participate in the cash bonus program. The program was designed to pay bonuses based on performance in 2023 compared to pre-established financial, operating, and individual performance goals. |

  16. Compensation Summary for Other Executives

    | • | Equity Awards to Motivate and Retain Executives – In March 2023, we granted restricted stock awards to executives other than Mr. Jornayvaz. These awards consisted of 50% time-based restricted stock award value to promote retention and long service to the Company and 50% performance-based restricted stock award value to reward increasing the stock price after grant as well as continuation of service after grant. |

  17. Pay-for-Performance

    | At-Risk Compensation | Our executives are responsible for our overall performance. We believe that, over the long term, a meaningful part of executive compensation should be variable, or “at-risk,” based on our performance. The portion of total compensation that is at risk for an executive generally increases with his or her role. As a result, executives with greater responsibility for achieving our performance goals bear a greater proportion of the risk if those goals are not achieved and receive a greater proportion of the reward if those goals are achieved. At-risk compensation consists of annual cash bonuses and equity awards. | | Performance- Based Bonuses | We have developed a program designed to pay annual cash bonuses based on the achievement of pre-established annual financial and individual goals that we believe impact the longer-term value of Intrepid. For 2023, bonus opportunities ranged from 0% to 200% of target based on performance. | | Long-Term Equity Awards | By their nature, the value of equity awards is directly linked to the longer-term performance of our stock. For 2023, nearly all of Mr. Jornayvaz’s compensation, and a meaningful portion of the total compensation for our other executives, was granted in the form of equity awards. Long-term equity awards were weighted toward performance-based awards as 60% of Mr. Jornayvaz’s 2023 equity awards, with the remaining portion granted in time-vesting stock awards. In 2023, equity awards for our other executive officers were granted in equal value amounts in the form of time-vesting stock awards and performance-based awards, which promote the long-term retention of our executives and key management personnel, and stock price increase after grant. | | Individual Performance | In setting overall compensation for executives, the Compensation Committee periodically considers market data and overlays an evaluation of the individual executive’s contributions to our business. In evaluating individual performance, the Compensation Committee may consider, among other items, how an executive’s efforts and accomplishments contribute to the advancement of our long-term goals. |

  18. Elements of Executive Compensation

    We also generally provide employee benefits and perks, as well as certain change-in-control benefits, that are designed to attract, retain and preserve productivity of our executive officers. See “Employee Benefits,” “Perquisites” and “Change-in-Control Benefits” below for additional information.

  19. Role of the Compensation Committee, Compensation Consultants, and Management

    Role of the Compensation Committee, Compensation Consultants, and Management The Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“F.W. Cook”) as its independent compensation consultant for 2023. F.W. Cook periodically collects and analyzes market data to provide a competitive reference on pay levels, structure, and performance alignment for executives and directors. F.W. Cook may also advise the Compensation Committee on other executive and director compensation matters and general compensation trends. Outside of its role as independent compensation consultant, F.W. Cook does not provide any other services to us or our management and does not have any other direct or indirect business relationships with us or our management. The Compensation Committee has assessed the independence of F.W. Cook and concluded that its engagement does not raise any conflicts of interest. While market data provided by an independent compensation consultant can be a useful guide in setting executive compensation, the Compensation Committee believes that a successful compensation program also requires that the Compensation Committee apply its own judgment and subjective determination to reconcile the program’s objectives with the realities of rewarding and retaining our executives and to measure the individual performance of our executives. In this regard, the Compensation Committee asks Mr. Jornayvaz to make recommendations about the compensation to be paid to other executives. The Compensation Committee believes it is valuable to consider the recommendations of Mr. Jornayvaz with respect to these matters because his knowledge of our operations, our industry, and the day-to-day responsibilities of our executives gives him a unique perspective on the performance of our executives considering our business performance. The Board or the Compensation Committee make all compensation decisions regarding Mr. Jornayvaz without the participation of Mr. Jornayvaz. While the Compensation Committee is solely responsible for the appointment of the independent compensation consultant and for approving executive compensation, management supports the work of the Compensation Committee and the independent compensation consultant. In addition, at the request of the Compensation Committee, members of management meet periodically with the Compensation Committee regarding the design of our compensation programs and other compensation matters. The members of the Compensation Committee meet regularly in executive sessions outside the presence of management.

  20. Peer Group

    Peer Group The Compensation Committee uses peer company market data to guide its review of the total compensation of our executives. Our 2023 peer group was made up of publicly traded, natural resources companies based in the U.S. that generally had revenues and market capitalizations ranging from about 0.2 times to 5.0 times our revenue and market capitalization at the time the peer group was constructed. The Compensation Committee approved the peer group used to inform the 2023 compensation decisions in October 2022. In 2022, Compass Minerals International, Berry Corporation, Centrus Energy Corporation, Aris Water Solutions, SilverBow Resources Company, and Itafos Company were added to the peer group. These entities replaced Balchem, SM Energy Company, Chord Energy, Civitas Resources, Centennial Resources, and Contango Oil & Gas, which were used to inform 2022 compensation decisions. The 2023 peer group was adjusted to ensure it continues to provide relevant pay comparisons based on size and industry, taking into account peer groups of stockholder advisory firms. The 2023 peer group consists of the following companies:

  21. Peer Group

    | 2023 Peer Group | | | | American Vanguard Corporation | Coeur Mining, Inc. | NAACO Industries, Inc. | | Aris Water Solutions | Compass Minerals International | Ring Energy, Inc. | | Battalion Oil | Earthstone Energy Corporation | Select Water Solutions | | Berry Corporation | Hawkins, Inc. | SilverBow Resources Company | | Centrus Energy Corporation | Hecla Mining Company | Trecora Resources | | Chase Corporation | Itafos Company | |

  22. Cash Bonuses

    Cash Bonuses 2023 Cash Bonus Program An important component of our total compensation program is the annual cash incentive based on the attainment of pre-established annual performance goals. At the beginning of each year, the Compensation Committee selects the executive officers and other key employees who are eligible to participate, establishes their target bonus amounts, and sets the performance goals for the year. Shortly after the end of each year, the Compensation Committee certifies the bonus payments to be made for the year, if any, based on actual performance as compared to the pre-established goals. Bonuses can be paid in cash or stock. The Compensation Committee may reduce or eliminate any potential earned award, or terminate the plan, in accordance with the plan. In setting the 2023 target bonus amounts for each of our executives, the Compensation Committee considered the following factors: (i) organizational level and expected impact on our annual operating results; (ii) the scope, level of expertise and experience required for the named executive officer’s position; and (iii) competitive levels of target annual incentive opportunity. Calculation of Potential 2023 Bonuses Each of our executives was eligible to participate in our 2023 cash bonus program (the “2023 Bonus Plan”), except for Mr. Jornayvaz. As described under the heading “Equity Awards,” almost all of Mr. Jornayvaz’s compensation for 2023 was granted in the form of equity awards and Mr. Jornayvaz did not participate in our 2023 Bonus Plan. In 2023, the cash bonus program for executives was based on two pre-established performance areas: Company performance (75% weighting factor) and individual performance (25% weighting factor). The Company performance objectives were assessed based on four components: (i) Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) (25% weighting); (ii) production cost per ton (20% weighting for potash, 5% weighting for Trio®); (iii) capital investments (25% weighting for opportunity projects and 5% weighting for sustaining projects); and (iv) execution of health, safety and environmental targets (20% total weighting based on the following three components: 10% weighting based on total recordable incident rates (“TRIR”), 5% weighting for expenses related to regulatory matters, and 5% weighting for expenses related to environmental matters). Individual performance was based on how each executive’s efforts and accomplishments contributed to the advancement of our long-term goals and achievement of pre-established performance goals. Executive participants under the 2023 Bonus Plan were eligible to receive between 0% and 200%, as applicable for each performance goal, of each participant’s respective target bonus based on actual performance. Additionally, the Compensation Committee had discretion to adjust total payouts above or below the amounts calculated under the program and exercised such discretion to reward two of the four Named Executive Offices in this proxy for other exceptional performance outside of the 2023 Bonus Plan formula. The total amount payable under the 2023 Bonus Plan is calculated by multiplying each executive’s target bonus by performance percentages based on the previously listed pre-established performance areas. The payout for each of the performance areas is separate and not dependent on performance in other areas. In addition, the Compensation Committee can adjust bonus payout for extraordinary or unusual performance in any of the pre-established performance areas.

  23. Target Bonus

    Target Bonus The Compensation Committee established the following 2023 target annual incentive amounts for each of our named executive officers under our 2023 Bonus Plan:

  24. Target Bonus

    | Name | Base Salary at the End of 2023 | Target Bonus as a % of Salary | Target Bonus | | Robert P. Jornayvaz III | $50,000 | — | — | | Matthew D. Preston | 325,000 | 70% | $227,500 | | Christina C. Sheehan | 315,000 | 35% | 110,250 | | E. Brian Stone(1) | — | — | — |

  25. Target Bonus

    | (1) Mr. Stone retired in February 2023. |

  26. 2023 Performance Goals

    2023 Performance Goals Adjusted EBITDA (25% Weighting for Company Performance) & Cost of Goods Produced (“COGP”) (25% Weighting for Company Performance) The Compensation Committee believes that executive compensation should be aligned with Company strategy and objectives, with a bonus payout adjusted depending on performance in comparison to a budgeted amount of Adjusted EBITDA and COGP because they are the two measures most in control of the executive team that drive profit. Participants under the 2023 Bonus Plan were eligible to receive between 0% and 200% of each participant’s respective target bonus based on actual performance as discussed below. Payout ranges from 0% and 200% of each executive’s respective target bonus based on actual performance, as outlined below, and achieving 100% of the goal was set to only pay 85% of the target bonus for EBITDA in order to communicate a desire for EBITDA over-achievement. Results are determined through linear interpolation. Adjusted EBITDA Payout Matrix:

  27. 2023 Performance Goals

    | Percent of Goal Achieved | Payout of Goal Element | | < 80% | 0% | | 80% | 50% | | 90% | 75% | | 100% | 85% | | 105% | 90% | | 110% | 100% | | 120% | 150% | | >130% | 200% |

  28. 2023 Performance Goals

    COGP Payout Matrix:

  29. 2023 Performance Goals

    | Percent of Target Achieved | Payout of Goal Element | | ≤75% | 200% | | 80% | 175% | | 85% | 150% | | 90% | 125% | | 100% | 100% | | 105% | 90% | | 110% | 70% | | 115% | 50% | | >115% | 0% |

  30. 2023 Performance Goals

    Capital Investments (30% Weighting for Company Performance) The Compensation Committee believes that executive compensation should be aligned with Company strategy and objectives, with a bonus payout adjusted depending on performance on key capital projects in comparison to a set of budgeted goals. The purpose is to reward managing growth and capital improvements efficiently. Each opportunity project had a spend, completion timing, and business objective goal as part of the bonus program. Each sustaining project had a spend and completion timing goal as part of the bonus program. In evaluating both opportunity and sustaining investments, the program considered the ability to execute and deliver on projects; project spend must be within +5% or -15% of approved amounts, and projects must have been completed within 45 days of the targeted substantial completion date. Opportunity projects were expected to deliver the anticipated business result. The bonus funding schedule reflects the fact that not every goal is likely to be met in the field operating environment. Capital Investment Matrix:

  31. 2023 Performance Goals

    | | Minimum (Payout of 50% of Target) | Target (Payout at 100% of Target) | Maximum (Payout at 200% of Target) | | Key Opportunity Projects | Achieve 70% of project goals | Achieve 85% of project goals | Achieve 100% of project goals | | Sustaining Projects | 80% of projects completed on time and within budget | 90% of projects completed on time and within budget | 100% of projects completed on time and within budget |

  32. 2023 Performance Goals

    Environmental, Health, and Safety (“EH&S”) (20% Weighting for Company Performance) The Compensation Committee believes that executive compensation should be aligned with Company objectives to protect the environment and promote and ensure the safety of its employees. The regulatory and environmental expense targets reflect environmental and regulatory expenses incurred for noncompliance related fines, additional remediation obligations, and related payments and other expenses that are not forecasted as part of our ongoing compliance obligations (e.g., brine spills). These targets are designed to incentivize strict adherence to environmental and regulatory standards. The following demonstrates the calculation of the EH&S factors in the Company performance scorecard. Safety Matrix:

  33. 2023 Performance Goals

    | TRIR Outcome Compared to 2022 Result | TRIR | Payout of Goal Element | | 20% Improved Total Recordable Incident Rate | 1.15 | 200% | | 5% Improved Total Recordable Incident Rate | 1.37 | 100% | | Maintain Total Recordable Incident Rate | 1.44 | 85% | | 20% Worse Total Recordable Incident Rate or Accident-Related Fatality at any Location | 1.73 | 0% |

  34. 2023 Performance Goals

    Regulatory and Environmental Matrix:

  35. 2023 Performance Goals

    | Regulatory / Environmental Expenses | Target Expense | Payout of Goal Element | | ≤75% of Target | $150,000 | 200% | | Target | $200,000 | 100% | | ≥125% of Target | $250,000 | 0% |

  36. 2023 Performance Goals

    2023 Threshold, Target, and Actual Results

  37. 2023 Performance Goals

    | Performance Metric | Target | 2023 Actual | Actual as % of Target | 2023 Incentive Payout | Weighted Payout | | Company Performance (75% of Total) | | | | | | | Adjusted EBITDA (25% of Company Performance)(1) | $43.6 million | $41.6 million | 95.4% | 80.4% | 15.1% | | COGP (25% of Company Performance) | | | | | | | • Potash (20%) | $240/ton | $277/ton | 115.4% | 0.0% | 0.0% | | • Trio® (5%) | $264/ton | $318/ton | 120.5% | 0.0% | 0.0% | | Capital Investments (30% of Company Performance) | | | | | | | • Key Opportunity Projects (25%) | Achieve 85% of project goals | Fewer than 70% of project goals achieved | N/A | 0.0% | 0.0% | | • Sustaining Projects (5%) | 90% of projects completed on time and within budget | Fewer than 80% of projects completed on time and within budget | N/A | 0.0% | 0.0% | | EH&S (20% of Company Performance) | | | | | | | • TRIR (10%) | 1.37 (5% improvement) | 1.07 | 26% Improvement | 200.0% | 15.0% | | • Regulatory Remediation (5%) | $200,000 | Exceeded $250,000 | | 0.0% | 0.0% | | • Environmental Remediation (5%) | $200,000 | None | | 200.0% | 7.5% | | Individual Performance (25% of Total)(2) | N/A | N/A | | 100.0% | 25.0% | | Total Weighted Payout | | | | | 62.6% |

  38. 2023 Performance Goals

    | (1) Adjusted EBITDA was budgeted at $43.6 million, but the 100% payout target was based on achieving 110% of the budgeted amount or $47.96 million. Adjusted EBITDA is calculated as net income adjusted for certain items that impact the comparability of results from period to period. Intrepid considers Adjusted EBITDA to be useful because the measure reflects Intrepid’s operating performance before the effects of certain non-cash and other items that Intrepid believes are not indicative of its core operation. Intrepid uses Adjusted EBITDA to assess operating performance. |

  39. 2023 Performance Goals

    | (2) Individual performance was measured on how each executive’s efforts and accomplishments contributed to the advancement of our long-term goals based on the recommendation of the CEO and approval of the Compensation Committee. |

  40. 2023 Performance Goals

    Actual 2023 Bonus Payout Based on Company performance, as outlined above, application of each executive officer’s individual performance under the bonus plan, and the discretionary adjustment by the Compensation Committee to reflect exceptional individual contributions that are not measured in the bonus plan, the Company paid the following amounts under the 2023 Bonus Plan:

  41. 2023 Performance Goals

    | Name | Target Bonus | Funded Bonus at 62.6% Target | Additional Bonus for Exceptional Performance | Bonus Payout | | Matthew D. Preston | $227,500 | $142,614 | $30,000 | $172,614 | | Christina C. Sheehan | 110,250 | 69,114 | 73,500 | 142,614 | | E. Brian Stone(1) | 320,000 | — | — | — |

  42. 2023 Performance Goals

    | (1) Mr. Stone retired in February 2023 and did not receive a bonus under the 2023 Bonus Plan. |

  43. 2023 Performance Goals

    The bonus payments above include additional cash bonus for exceptional performance that were approved by the Compensation Committee to reward success outside the formulaic bonus plan. The additional bonuses for exceptional performance awarded to Mr. Preston and to Ms. Sheehan were proposed to the Compensation Committee by the CEO in recognition of Mr. Preston’s and Ms. Sheehan’s success navigating several complex and unusual issues related to new SEC reporting, permitting at production sites and related regulatory issues, moving forward certain litigation, and completing a transaction near the end of 2023 that leveraged assets to benefit shareholders.

  44. Equity Awards

    Equity Awards In 2023, we granted equity awards to our executives under our Amended and Restated Equity Incentive Plan, in the form of time-based restricted stock awards and performance-vesting restricted stock awards. The structure of the equity grants is intended to align the interests of our executives with those of our stockholders and to provide a compensation element intended to retain our executives over the long term. For 2023, the value of the long-term equity awards granted to each executive was based on the Compensation Committee’s assessment of each executive’s expected future contributions to the Company, ability to impact our long-term results that drive stockholder value, each named executive officer’s overall long-term performance, and competitive levels of long-term equity compensation for similarly situated executives at our peer companies. Equity awards granted to our named executive officers in 2023 were as follows, the terms of which are described in more detail below:

  45. Equity Awards

    | Name | Time-Based Restricted Stock Awards (RSA): Number of Shares of Restricted Stock | Performance- Based Restricted Stock Awards: Number of Shares of Restricted Stock at Maximum Number | Restricted Stock Award Grant Value | Monte-Carlo Fair Value of Performance- Based Restricted Stock Awards | Total Equity Award Value | | Robert P. Jornayvaz III | 46,065 | 71,922 | $1,199,993 | $1,799,968 | $2,999,961 | | Matthew D. Preston | 7,677 | 8,080 | 199,986 | 199,980 | 399,966 | | Christina C. Sheehan | 3,838 | 4,040 | 99,980 | 99,990 | 199,970 | | E. Brian Stone(1) | — | — | — | — | — |

  46. Equity Awards

    | (1) Mr. Stone retired prior to equity awards being granted in 2023. |

  47. Equity Awards

    Mr. Jornayvaz’s Equity Awards The Compensation Committee’s philosophy is to set the compensation of Mr. Jornayvaz to be almost entirely aligned with the interests of our other stockholders. For 2023, the Compensation Committee granted equity awards to Mr. Jornayvaz, with (i) approximately 40% of the award vesting in three equal installments beginning on March 17, 2024, subject to continued employment, and (ii) the remaining 60% of the award representing performance-based restricted stock (the “CEO PSAs”), which vests based on the achievement of certain levels of stock price and total shareholder return (“TSR”) metrics over a four-year time period. The CEO PSAs were granted contingent on TSR to ensure that a majority of his compensation was aligned with increasing shareholder value. Mr. Jornayvaz has the ability to earn between 50% and 150% of the target amount of shares based on the quarterly TSR performance using the highest 20-day volume-weighted average closing price (“VWAP”) price during the quarter in the schedule set forth below (with 0% earned if the TSR is below the schedule):

  48. Equity Awards

    | | Price Goal/Performance Schedule | | | Payout as % of Target | Shares Earned | | | % Increase | Price(1) | TSR/CAGR Reference | | | | Maximum | +91% | $49.65 | +17.5% | 150.0% | 71,922 | | | +75% | $45.56 | +15.0% | 137.5% | 65,928 | | | +60% | $41.73 | +12.5% | 125.0% | 59,935 | | | +46% | $38.14 | +10.0% | 112.5% | 53,941 | | Target | +34% | $34.79 | +7.5% | 100.0% | 47,948 | | | +22% | $31.66 | +5.0% | 75.0% | 35,961 | | Threshold | +10% | $28.75 | +2.5% | 50.0% | 23,974 | | | <+10% | | +0.0% | 0.0% | 0 |

  49. Equity Awards

    | (1) Price to be based on the volume-weighted average closing price (“VWAP”) of our common stock for 20 consecutive trading days, measured as the end of each applicable fiscal quarter, as reported on the New York Stock Exchange. Price goals reflect the compound annual growth rate for our common stock above a starting price of $26.05 and are adjusted for any dividends during the applicable measurement period. Performance against the price goal schedule set forth above shall be measured quarterly at the end each such quarter for the first four years following the grant date with the payout based on the highest 20-day period achieved at any time during the previous quarter. Linear interpolation to be used to calculate award for performance between points shown. |

  50. Equity Awards

    Any shares that are earned upon each quarterly measurement period shall further time-vest as follows: (i) 50% on the one-year anniversary of the end of the applicable measurement period, and (ii) 50% on the two-year anniversary of the end of the applicable measurement period; provided, however, that no vesting will occur unless and until the VWAP meets one or more applicable price achievement goals as set forth above on or before the four-year anniversary of the vest grant date, subject in all cases to continued employment as of each vesting date. In addition, the earliest date on which the maximum amount of the target shares (150%) may vest shall be the twenty-five month anniversary of the grant date, and latest date on which any amount of the target shares may vest shall be the 6-year anniversary of the grant date. Other Executives’ Equity Awards On March 17, 2023, the Compensation Committee granted equity awards to other executives, with (i) approximately 50% of the award vesting in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment, and (ii) approximately 50% of the award representing performance-based restricted stock (“PSAs”). The grant price was $26.05 per share and the PSA’s vest based on the achievement of stock price thresholds: 33.33% of the PSAs vest on March 17, 2024 if the average closing stock price for 20 consecutive trading days is at least 10% greater than the grant date stock price (price hurdle is $28.65), 33.33% on March 17, 2025 if the average closing stock price for 20 consecutive trading days is at least 15% greater than the grant date stock price (price hurdle is $29.96), and 33.33% on March 17, 2026 if the average closing stock price for 20 consecutive trading days is at least 25% greater than the grant date stock price (price hurdle is $32.56). The PSAs were granted with vesting based on stock price growth to align executive compensation with increases in shareholder value. Please see “Option Exercises and Stock Vested in 2023” for information about options exercised and restricted stock that vested in 2023 for each of our executives.

  51. Change-in-Control Benefits

    Change-in-Control Benefits Our executives are entitled to change-in-control severance benefits under our broad-based severance policy and in some cases individual change-in-control severance agreements. These benefits are intended to meet the following objectives:

  52. Change-in-Control Benefits

    | • | to reduce the distraction of the executives that would result from the personal uncertainties caused by a change in control; |

  53. Change-in-Control Benefits

    | • | to encourage the executives’ full attention and dedication to us during a change in control; |

  54. Change-in-Control Benefits

    | • | to provide the executives with compensation and benefit arrangements upon a change in control that are competitive with those of similarly situated companies; and |

  55. Change-in-Control Benefits

    | • | to retain key talent. |

  56. Change-in-Control Benefits

    We tailored these arrangements to provide a mix of benefits that we believe support the objectives described above. All cash severance is “double-trigger,” meaning that cash severance will be paid to an executive only if he or she has a qualifying termination of employment within 24 months after the change in control. The cash severance amount equals two times the executive’s salary plus bonus at the time of termination for Mr. Jornayvaz or one times the salary plus bonus for our other current executives. In addition, these arrangements provide that unvested equity awards will vest immediately upon a change in control for Mr. Jornayvaz. Unvested equity awards will vest upon a qualifying employment termination within 24 months after a change in control for our other current executives. We did not make any changes to the change-in-control benefits for our executives in 2023. You can find more information about potential change-in-control benefit amounts below under the heading “Potential Payments Upon Termination or Change-in-Control.”

  57. Noncompetition Agreements

    Noncompetition Agreements We have entered into noncompetition agreements with our executives and other key employees. Mr. Jornayvaz has a noncompetition provision in the Change in Control Severance Agreement between Intrepid and Mr. Jornayvaz. Our other executives have also entered into agreements that provide generally that, if the executive voluntarily leaves Intrepid or is terminated for cause, he or she will not solicit our employees or work for a customer or competitor of Intrepid for a period of twelve months after termination.

  58. Accounting Impact and Tax Deductibility of Compensation

    Accounting Impact and Tax Deductibility of Compensation Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, and PSAs under our equity incentive award plans will be accounted for under ASC Topic 718. We will consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  59. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the total compensation earned for services rendered during the years shown by our named executive officers as of December 31, 2023.

  60. 2023 Summary Compensation Table

    | Name and Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Robert P. Jornayvaz III Executive Chairman of the Board and Chief Executive Officer | 2023 | $50,000 | $— | $2,999,961 | $— | $6,303 | $3,056,264 | | | 2022 | 50,000 | 750 | 3,898,475 | — | 6,468 | 3,955,693 | | | 2021 | 50,000 | 1,000 | 3,881,528 | — | 8,167 | 3,940,695 | | Matthew D. Preston(6) Chief Financial Officer | 2023 | 324,820 | 30,000 | 399,966 | 142,614 | 26,128 | 923,528 | | | 2022 | 307,027 | 52,943 | 399,941 | 203,807 | 22,312 | 986,030 | | | 2021 | 227,023 | 31,996 | 43,946 | 82,600 | 19,572 | 405,137 | | Christina C. Sheehan General Counsel and Corporate Secretary | 2023 | 315,577 | 73,501 | 199,970 | 69,113 | 16,689 | 674,850 | | E. Brian Stone Former President and Chief Operating Officer(7) | 2023 | 72,135 | — | — | — | 405,425 | 477,560 | | | 2022 | 373,803 | 750 | 749,936 | — | 27,047 | 1,151,536 | | | 2021 | 344,406 | 31,000 | 75.352 | 108,691 | 28,862 | 588,311 |

  61. 2023 Summary Compensation Table

    | (1) Includes regular base salary, pay for vacation, choice holiday, sick, retroactive pay, bereavement, and volunteer time off. |

  62. 2023 Summary Compensation Table

    | (2) Represents Company-wide bonuses and other transactional and retention bonuses for certain executives. |

  63. 2023 Summary Compensation Table

    | (3) Represents the aggregate grant date fair value of awards of restricted stock and stock options, calculated in accordance with ASC Topic 718, excluding the effect of any estimated forfeitures. You can find information about the assumptions used to calculate these amounts below under the heading “Grants of Plan-Based Awards in 2023” and in Note 12 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. For 2023, the aggregate grant date fair value of stock awards includes both the time-vesting restricted stock, and performance-vesting stock awards. |

  64. 2023 Summary Compensation Table

    | (4) The amounts in this column represent annual cash bonuses earned under our 2023 Cash Bonus Program. See “Compensation Discussion and Analysis – Cash Bonuses” above for additional information. |

  65. 2023 Summary Compensation Table

    | (5) The following table describes each component of the 2023 amounts in this column: |

  66. 2023 Summary Compensation Table

    | Name | Perquisites And Other Personal Benefits(a) | Group Life Insurance Premiums | Supplemental Long- Term Disability Premiums | Intrepid Contributions to 401(k) Plan | Tax Reimbursements | Severance Payments | Total | | Robert P. Jornayvaz III | $3,340 | $463 | $— | $2,500 | $— | $— | $6,303 | | Matthew D. Preston | 4,840 | 2,292 | 2,150 | 16,241 | 605 | — | 26,128 | | Christina C. Sheehan | 636 | 2,292 | 1,611 | 12,150 | — | — | 16,689 | | E. Brian Stone(6) | 540 | 382 | 896 | 3,607 | — | 400,000 | 405,425 |

  67. 2023 Summary Compensation Table

    | (a) These amounts represent payments for office parking or mass transit, gym membership fees, executive physicals, and the value of health or service awards. |

  68. 2023 Summary Compensation Table

    | (6) Mr. Preston announced his resignation from Intrepid to pursue another business opportunity, effective April 12, 2024. |

  69. 2023 Summary Compensation Table

    | (7) Mr. Stone retired from Intrepid in February 2023. |

  70. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information about plan-based awards granted to our executives in 2023:

  71. Grants of Plan-Based Awards in 2023

    | | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)(3 | | Estimated Future Payouts under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(3)(4) | Grant Date Fair Value of Stock and Option Awards(5) | | Name and Award Type | | Target | Maximum | Threshold | Target | Maximum | | | | Robert P. Jornayvaz III | | | | | | | | | | RSA – Performance | 3/17/2023 | $— | $— | $— | 47,948 | 71,922 | — | $1,799,968 | | RSA –Time | 3/17/2023 | — | — | — | — | — | 46,065 | 1,199,993 | | Bonus Program | — | — | — | — | — | — | — | — | | Matthew D. Preston | | | | | | | | | | RSA – Performance | 3/17/2023 | — | — | — | 8,080 | — | — | 199,980 | | RSA –Time | 3/17/2023 | — | — | — | — | — | 7,677 | 199,986 | | Bonus Program | — | 227,500 | 455,000 | — | — | — | — | — | | Christina C. Sheehan | | | | | | | | | | RSA – Performance | 3/17/2023 | — | — | — | 4,040 | — | — | 99,990 | | RSA –Time | 3/17/2023 | — | — | — | — | — | 3,838 | 99,980 | | Bonus Program | — | 110,250 | 220,500 | — | — | — | — | — | | E. Brian Stone(6) | | | | | | | | | | RSA – Performance | 3/17/2023 | — | — | — | — | — | — | — | | RSA –Time | 3/17/2023 | — | — | — | — | — | — | — | | Bonus Program | — | — | — | — | — | — | — | — |

  72. Grants of Plan-Based Awards in 2023

    | (1) Represents possible payouts that could have occurred under our 2023 Bonus Plan for executives, other than Mr. Jornayvaz. See “Compensation Discussion and Analysis – Cash Bonuses” above for additional information. |

  73. Grants of Plan-Based Awards in 2023

    | (2) Represents estimated possible payouts that could have occurred under performance-vesting restricted stock awards. See “Compensation Discussion and Analysis – Equity Awards” for additional information. Mr. Jornayvaz’s award could earn up to 71,922 shares if the highest level of performance is achieved. Mr. Jornayvaz’s award also vests in the event of death, disability, or a change in control. Prior to vesting, the awards may not be sold, assigned, or transferred in any way, other than by will or the laws of descent and distribution. |

  74. Grants of Plan-Based Awards in 2023

    | (3) Holders of restricted stock generally have the same voting, regular dividend, and other rights as holders of our common stock. With respect to any dividends to which holders are entitled under their award agreements, the dividend payment or distribution will be withheld and accrued by us and will be subject to the same vesting schedule as is applicable to the restricted stock and will be forfeited if the underlying restricted stock is forfeited. |

  75. Grants of Plan-Based Awards in 2023

    | (4) Represents time-based restricted stock granted to executives. The awards vest in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment. See “Compensation Discussion and Analysis – Equity Award” for additional information. The awards also vest in the event of death, disability, or a change in control followed by a qualifying termination of employment. |

  76. Grants of Plan-Based Awards in 2023

    | (5) Represents the aggregate grant date fair value of awards of restricted stock calculated in accordance with ASC Topic 718, excluding the effect of any estimated forfeitures. You can find information about the assumptions used to calculate these amounts in Note 12 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. For Mr. Jornayvaz’s performance-vesting restricted stock awards, we estimated the grant date fair value of the award using the Monte-Carlo simulation valuation model, using the following assumptions in estimating the value of the award: 4-year risk-free interest rate of 3.53%; estimated volatility of 81.2%; dividend yield of 0%; and expected life of 4.0 years. |

  77. Grants of Plan-Based Awards in 2023

    | (6) Mr. Stone retired from Intrepid in February 2023 and therefore did not participate in the 2023 Bonus Plan nor did he receive equity awards in 2023. |

  78. Outstanding Equity Awards at the End of 2023

    Outstanding Equity Awards at the End of 2023 The following table provides information regarding outstanding stock options and restricted stock held by our executives as of December 31, 2023.

  79. Outstanding Equity Awards at the End of 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (Exercisable) | Number of Securities Underlying Unexercised Options (Un-exercisable) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1) | | Robert P. Jornayvaz III | 3/12/2018(2) | 155,518 | — | $39.00 | 3/12/2028 | — | — | — | — | | | 6/4/2017(2) | 51,369 | — | 22.90 | 6/4/2027 | — | — | — | — | | | 11/8/2016(2) | 60,000 | — | 10.30 | 11/8/2026 | — | — | — | — | | | 12/23/2021(3) | — | — | — | — | 14,613 | $349,105 | — | — | | | 12/23/2021(4) | — | — | — | — | — | — | 24,153 | $577,015 | | | 3/17/2022(3) | — | — | — | — | 15,678 | 374,547 | — | — | | | 3/17/2022(5) | — | — | — | — | — | — | 14,513 | 346,716 | | | 3/17/2023(3) | — | — | — | — | 46,065 | 1,100,493 | — | — | | | 3/17/2023(7) | — | — | — | — | — | — | 47,948 | 1,145,478 | | Matthew D. Preston | 3/11/2021(3) | — | — | — | — | 208 | 4,969 | — | — | | | 3/11/2021(6) | — | — | — | — | — | — | 314 | 7,501 | | | 3/17/2022(3) | — | — | — | — | 2,010 | 48,019 | — | — | | | 3/17/2022(6) | — | — | — | — | — | — | 2,138 | 51,077 | | | 3/17/2023(3) | — | — | — | — | 7,677 | 183,404 | — | — | | | 3/17/2023(6) | — | — | — | — | — | — | 8,080 | 193,031 | | Christina C. Sheehan | 3/17/2022(3) | — | — | — | — | 431 | 10,297 | — | — | | | 3/17/2023(3) | — | — | — | — | 3,838 | 91,690 | — | — | | | 3/17/2023(6) | — | — | — | — | — | — | 4,040 | 96,516 | | E. Brian Stone (8) | — | — | — | — | — | — | — | — | — |

  80. Outstanding Equity Awards at the End of 2023

    | (1) Market value is based on the closing market price of our common stock on December 29, 2023 ($23.89 per share). |

  81. Outstanding Equity Awards at the End of 2023

    | (2) Award was fully vested as of December 31, 2023. |

  82. Outstanding Equity Awards at the End of 2023

    | (3) Award vests in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment. |

  83. Outstanding Equity Awards at the End of 2023

    | (4) Award contains VWAP threshold price targets of Intrepid’s common stock for 20 consecutive days, as reported by the NYSE, which were met in 2022. The award vests in two annual installments beginning on the first anniversary of the quarter end in which the price target was achieved, subject to continued employment. |

  84. Outstanding Equity Awards at the End of 2023

    | (5) Award vests as follows: (i) 50% on the one-year anniversary of the fiscal quarter end in which the price achievement goal is met, and (ii) 50% on the two-year anniversary of the fiscal quarter end in which the price achievement goal was met, subject to continued employment as of each vesting date; provided, however, that no vesting will occur unless and until the VWAP of Intrepid’s common stock for 20 consecutive trading days, as reported by the NYSE, meets a threshold price target. The threshold price targets are based on various compounded annual growth rates for Intrepid’s stock price using a starting stock price of $66.33. The award may earn between 50% and 150% of the target number of shares 25,019 based on the price achievement target that is met. The price achievement target to earn 116% of the target number of shares was met during 2022. The number of shares shown in the table equals the number of shares earned at 116% of the target number of shares. The award has until March 17, 2026 to meet price achievement targets above 116%, up to the maximum 150% of the target number of shares. See “Compensation Discussion and Analysis – Equity Awards – Mr. Jornayvaz’s Equity Awards” for additional information. |

  85. Outstanding Equity Awards at the End of 2023

    | (6) Award vests in three equal annual installments if the issuer satisfies certain performance criteria for the relevant periods, subject to the reporting person's continued employment with the issuer through the vesting date. |

  86. Outstanding Equity Awards at the End of 2023

    | (7) Award vests as follows: (i) 50% on the one-year anniversary of the fiscal quarter end in which the price achievement goal is met, and (ii) 50% on the two-year anniversary of the fiscal quarter end in which the price achievement goal was met, subject to continued employment as of each vesting date; provided, however, that no vesting will occur unless and until the VWAP of Intrepid’s common stock for 20 consecutive trading days, as reported by the NYSE, meets a threshold price target. The threshold price targets are based on various compounded annual growth rates for Intrepid’s stock price using a starting stock price of $26.05. The award may earn between 50% and 150% of the target number of shares 47,948 based on the price achievement target that is met. No price achievement targets have been met as of December 31, 2023. The number of shares shown in the table equals the number of shares earned at 100% of the target number of shares. The award has until March 17, 2027, to meet price achievement targets. See “Compensation Discussion and Analysis – Equity Awards – Mr. Jornayvaz’s Equity Awards” for additional information. |

  87. Outstanding Equity Awards at the End of 2023

    | (8) Mr. Stone forfeited his equity awards in connection with his retirement in February 2023. |

  88. Options Exercised and Stock Vested in 2023

    Options Exercised and Stock Vested in 2023 The following table provides information about options exercise and restricted stock that vested in 2023 for each of our executives.

  89. Options Exercised and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Robert P. Jornayvaz III | — | — | 127,699 | $3,348,235 | | Matthew D. Preston | — | — | 3,927 | 100,222 | | Christina C. Sheehan | — | — | 215 | 5,601 | | E. Brian Stone | — | — | — | — |

  90. Options Exercised and Stock Vested in 2023

    | (1) Value was calculated by multiplying the number of shares that vested in 2023 by the closing market price of our common stock on the vesting date. |

  91. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control This section describes and quantifies potential payments that may be made to each of our executives at, following, or in connection with the termination of his or her employment or as a result of a change in control of Intrepid. We did not make any changes in 2023 to executives’ potential termination and change-in-control benefits. For Mr. Jornayvaz, these benefits are provided under his change-in-control severance agreement and his equity award agreements. For our other executives, these benefits are provided under their change-in-control severance agreements or our broad-based change-in-control severance policy and under their equity award agreements. Executives are not entitled to severance benefits outside of a change in control.

  92. Benefits on Death or Disability

    Benefits on Death or Disability Our salaried employees, including executives, are eligible for group life, accidental death, and disability insurance benefits upon a termination of employment due to death or disability. In addition, executives and other senior employees who hold equity awards are entitled to accelerated vesting on their unvested equity awards and all vested stock options remain exercisable for 12 months following the termination of employment due to death or disability. Information for Mr. Stone is not included below as his employment with Intrepid ended in 2023. Assuming a termination of employment due to death or disability on December 31, 2023, the value of this accelerated vesting for each of our executives would have been as follows:

  93. Benefits on Death or Disability

    | Name | Accelerated Vesting of Equity Awards | | Robert P. Jornayvaz III | $2,747,876 | | Matthew D. Preston | 294,970 | | Christina C. Sheehan | 101,986 |

  94. Benefits on Death or Disability

    Mr. Jornayvaz is eligible for long-term care insurance benefits upon a termination of employment due to disability. We estimate that Mr. Jornayvaz would be entitled to up to $2,500 per month in long-term care insurance benefits for the duration of the disability. Executives other than Mr. Jornayvaz are eligible for supplemental disability and long-term care insurance benefits upon a termination of employment due to disability. We estimate that these executives would be entitled to up to approximately $30,000 per month in supplemental disability and long-term care insurance benefits for the duration of the disability.

  95. CEO PAY RATIO

    CEO PAY RATIO This section provides information about the ratio of the 2023 annual total compensation of Mr. Jornayvaz, as our Executive Chairman and Chief Executive Officer, to the median of the 2023 annual total compensation of our other employees. The CEO pay ratio shown below is a reasonable estimate calculated in a manner consistent with SEC rules. Mr. Jornayvaz’s 2023 annual total compensation as reported in the Summary Compensation Table above was $3,056,264. The 2023 annual total compensation of our median employee was $92,149. Thus, the ratio of Mr. Jornayvaz’s 2023 annual total compensation to the median of the 2023 annual total compensation of all other employees was 33.2 to 1. We believe the pay ratio disclosed herein is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined our median employee based on taxable wages of each of our employees, excluding Mr. Jornayvaz, as of December 31, 2023. Our median employee is an equipment operator and did not receive any equity awards in 2023. After identifying the median employee based on 2023 total taxable wages, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table above in this Proxy Statement. Because different companies use different methods to determine their estimated CEO pay ratio, the estimated CEO pay ratio above should not necessarily be used as a basis for comparisons between companies.

  96. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following information regarding the relationship between executive compensation actually paid (“CAP”) for our principal executive officer (“PEO”) and Non-PEO named executive officers (“non-PEO NEOs”), and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The CAP amounts shown in the table below do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year.

  97. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Robert P. Jornayvaz III(1) | Compensation Actually Paid to Robert P. Jornayvaz III(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income(5) ($ Millions) | Company- Selected Measure: Adjusted EBITDA(6)(7) ($ Millions) | | | | | | | TSR | Peer Group TSR | | | | 2023 | $3,056,264 | $1,850,584 | $691,979 | $502,364 | $88.15 | $143.00 | $(30.3) | $41.6 | | 2022 | 3,955,693 | 7,424,996 | 655,066 | 378,521 | 106.53 | 132.41 | 72.2 | 141.7 | | 2021 | 3,940,695 | 8,680,400 | 462,920 | 479,980 | 157.68 | 145.13 | 249.8 | 67.6 | | 2020 | 2,069,567 | 3,742,949 | 446,174 | 440,929 | 89.11 | 115.69 | (27.1) | 20.8 |

  98. Pay Versus Performance Disclosure

    | (1) Robert P. Jornayvaz III was our PEO for each year presented. The individuals comprising our Non-PEO NEOs for each year presented are listed below: |

  99. Pay Versus Performance Disclosure

    | 2020 - 2022 | 2023 | | Robert E. Baldridge | Matthew D. Preston | | Matthew D. Preston | Christina C. Sheehan | | Kyle R. Smith | E. Brian Stone | | E. Brian Stone | |

  100. Pay Versus Performance Disclosure

    | (2) The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  101. Pay Versus Performance Disclosure

    | (3) CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC Topic 718. |

  102. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Robert P. Jornayvaz III | Exclusion of Stock Awards for Robert P. Jornayvaz III(a) | Inclusion of Equity Values for Robert P. Jornayvaz III(b) | Compensation Actually Paid to Robert P. Jornayvaz III | | 2023 | $3,056,264 | $(2,999,961) | $1,794,281 | $1,850,584 | | 2022 | 3,955,693 | (3,898,475) | 7,367,778 | 7,424,996 | | 2021 | 3,940,695 | (3,881,528) | 8,621,233 | 8,680,400 | | 2020 | 2,069,567 | (2,010,986) | 3,684,368 | 3,742,949 |

  103. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards for Non-PEO NEOs(a) | Average Inclusion of Equity Values for Non-PEO NEOs(b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $691,979 | $(199,978) | $10,364 | $502,364 | | 2022 | 655,066 | (352,433) | 75,888 | 378,521 | | 2021 | 462,920 | (73,836) | 90,896 | 479,980 | | 2020 | 446,174 | (86,608) | 81,363 | 440,929 |

  104. Pay Versus Performance Disclosure

    | (a) The amounts reflect the total from the Stock Awards column set forth in the Summary Compensation Table for MR. Jornayvaz and the average of the Stock Awards column set forth in the Summary Compensation Table for the non-PEO NEOs. |

  105. Pay Versus Performance Disclosure

    | (b) The amounts are derived from the amounts set forth in the following tables: |

  106. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Robert P. Jornayvaz III | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Robert P. Jornayvaz III | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Robert P. Jornayvaz III | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Robert P. Jornayvaz III | Total - Inclusion of Equity Values for Robert P. Jornayvaz III | | 2023 | $2,628,198 | $(450,041) | $(383,376) | $ — | $1,794,281 |

  107. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | 2023 | $171,690 | $(7,752) | $(4,384) | $(149,190) | $10,364 |

  108. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Basic Materials Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Basic Materials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  109. Pay Versus Performance Disclosure

    | (5) Reflects net income as reported in the Company’s Annual Reports on Form 10-K for each of the applicable years. |

  110. Pay Versus Performance Disclosure

    | (6) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Adjusted EBITDA is a non-GAAP financial measure. More information on Adjusted EBITDA can be found in the “2023 Cash Bonus Program” section of the Compensation Discussion and Analysis in this proxy statement. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  111. Pay Versus Performance Disclosure

    | (7) Adjusted EBITDA is calculated as net income adjusted for certain items that impact the comparability of results from period to period. Intrepid considers Adjusted EBITDA to be useful because the measure reflects Intrepid’s operating performance before the effects of certain non-cash items and other items that Intrepid believes are not indicative of its core operations. Intrepid uses Adjusted EBITDA to assess operating performance. A reconciliation of Net Income to Adjusted EBITDA for the years ended December 31, 2023, is contained in our earnings release furnished on a Current Report on Form 8-K filed on March 6, 2024. |

  112. Compensation Actually Paid and Cumulative Total Shareholder Return

    Compensation Actually Paid and Cumulative Total Shareholder Return As demonstrated by the following graph, the CAP to the Company’s PEO and the average amount of CAP to the Company’s non-PEO NEOs are aligned with the Company’s cumulative TSR over the four years presented in the pay versus performance table above. A significant portion of the CAP to our PEO and non-PEO NEOs is comprised of equity awards whose value is directly tied to the value of the Company’s common stock, demonstrating alignment between CAP and the Company’s cumulative TSR.

  113. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA The chart below demonstrates the relationship between Adjusted EBITDA and CAP to the PEO and the average amount of compensation paid to non-PEO NEOs. We believe the charts above and below show the alignment between CAP to the PEO and non-PEO NEOs and Adjusted EBITDA.

  114. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income For illustrative purposes, the chart below describes the relationship between Net Income and CAP to the PEO and the average amount of CAP to non-PEO NEOs. The Company does not currently use net income as a metric in any of our incentive programs.

  115. Director Compensation

    Director Compensation

  116. Nonemployee Director Compensation Policy

    Nonemployee Director Compensation Policy The Governance Committee periodically reviews director compensation and, if appropriate, recommends any changes to the Board for its approval. Recommendations are typically based on a review of compensation for nonemployee directors of companies of comparable size to us based on general industry data collected by F. W. Cook. In 2023, F.W. Cook reviewed and made recommendations to the Governance Committee for changes to nonemployee director compensation, which the Board approved in May 2023. Payments to nonemployee directors in 2023 considered the new compensation rates effective as of January 1, 2023. As shown below, in 2023, we made the following changes: (i) increased our annual cash retainer for each director by $25,000; (ii) no longer compensated directors for being members of committees; (iii) provided compensation for all committee chairs; (iv) added a $10,000 Independent Lead Director cash retainer and a $10,000 Independent Lead Director equity retainer; and (v) adjusted the stock ownership guidelines such that directors are required to own four times, instead of five times, the annual cash retainer within five years. Otherwise, there were no changes to the annual equity compensation, stock ownership guidelines, or director limits for nonemployee director compensation. Our director compensation program provides for the following compensation for nonemployee directors:

  117. Nonemployee Director Compensation Policy

    | | 2023 | | Annual cash retainer | $90,000 | | Annual grant of restricted stock with one-year vesting | 85,000 | | Additional annual cash retainer to each committee chairperson: | | | Audit Committee | 15,000 | | Compensation Committee | 10,000 | | Governance Committee | 7,500 | | Strategy Committee | 10,000 | | EHSS Committee | 7,500 | | Additional annual cash retainer to Independent Lead Director | 10,000 | | Additional annual grant of restricted stock with one-year vesting to Independent Lead Director | 10,000 |

  118. Nonemployee Director Compensation Policy

    Cash retainers are generally paid in quarterly installments. The annual restricted stock grant is made at the first Board meeting after the Annual Meeting.

  119. Director Compensation Table

    Director Compensation Table The table below sets forth the compensation paid to or earned by our directors, other than Mr. Jornayvaz, whose compensation is reported above under the heading “Executive Compensation – 2023 Summary Compensation Table.” We do not provide any additional compensation to Mr. Jornayvaz for his service on the Board. For all other directors, the amounts reported in the table below represent compensation paid to or earned by them in accordance with our nonemployee director compensation policy, which is described below the table.

  120. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Chris A. Elliott | $100,000 | $84,993 | $184,993 | | Lori A. Lancaster | 97,500 | 84,993 | 182,493 | | Mary E. McBride | 105,000 | 84,993 | 189,993 | | Barth E. Whitham | 110,000 | 94,993 | 204,993 | | William M. Zisch | 97,500 | 84,993 | 182,493 |

  121. Director Compensation Table

    | (1) These amounts represent the aggregate grant date fair value of annual restricted stock awards granted on May 19, 2023, for all directors, calculated in accordance with financial statement reporting rules, excluding the effect of any estimated forfeitures. You can find information about the assumptions used to calculate these amounts in Note 12 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. The awards vest in full on May 19, 2024, subject to the director’s continued service. The awards also vest in the event of death, disability, or a qualifying change in control. |

  122. Director Compensation Table

    Our directors held the following shares of restricted stock and vested stock options as of December 31, 2023:

  123. Director Compensation Table

    | Name | Shares of Restricted Stock | Vested Stock Options | | Chris A. Elliott | 4,343 | — | | Lori A. Lancaster | 4,343 | — | | Mary E. McBride | 4,343 | — | | Barth E. Whitham | 4,854 | — | | William M. Zisch | 4,343 | — |

  124. Director Compensation Table

    Information regarding restricted stock and vested stock options held by Mr. Jornayvaz is reported above under the heading “Executive Compensation – Outstanding Equity Awards at the End of 2023.”