DEF 14A of Intrepid Potash, Inc.
Filed Apr 17, 2025 · FY20240001140361-25-014390
Election of Directors
Election of Directors Current Board Composition Our Board consists of eight directors divided into three classes, designated as Class I, Class II, and Class III. In accordance with our Second Amended and Restated Bylaws (our “Bylaws”) and Restated Certificate of Incorporation (our “Certificate of Incorporation”), the number of directors of our Board is fixed exclusively by our 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. The current members of the classes are divided as follows:
Election of Directors
| CLASS I | CLASS II | CLASS III | | Terms Expiring at the Annual Meeting in 2027 | Terms Expiring at the Annual Meeting in 2025 | Terms Expiring at the Annual Meeting in 2026 | | • Gonzalo M. Avendano | • Mary E. McBride | • Kevin S. Crutchfield | | • Chris A. Elliott | • Barth E. Whitham | • Hugh E. Harvey, Jr. | | • Lori A. Lancaster | | • William M. Zisch |
Election of Directors
Recent Board Changes On April 16, 2024, our Board granted Robert P. Jornayvaz III, then Executive Chair of the Board and Chief Executive Officer of the Company, a medical leave of absence in connection with his injury in a non-work accident in April 2024. In connection with Mr. Jornayvaz’s medical leave, our Board temporarily delegated all responsibilities of the Chair of the Board to Barth E. Whitham, then Lead Director. On the same date, our Board appointed Matthew D. Preston, the Company’s Chief Financial Officer, as acting principal executive officer (“Acting PEO”) of the Company, to serve concurrently as Chief Financial Officer and Acting PEO. Mr. Jornayvaz remained on his medical leave of absence from the Company until his resignation from all positions with the Company on September 30, 2024. On April 16, 2024, our Board appointed Hugh E. Harvey, Jr. to serve as a Class III director of the Company. Mr. Harvey, together with Mr. Jornayvaz, is an original founder and director of our company. On July 9, 2024, our Board appointed Barth E. Whitham to the role of Chair of the Board, replacing Mr. Jornayvaz. On November 26, 2024, the Board appointed Kevin S. Crutchfield as our Chief Executive Officer, effective December 2, 2024, replacing Mr. Preston as the Company’s Acting PEO. Also on November 26, 2024, Mr. Crutchfield was appointed as a Class III director of our Board effective December 2, 2024. Effective January 14, 2025, our Board appointed Gonzalo M. Avendano to serve as a Class I director of the Company. In connection with the appointment, the Company entered into a cooperation agreement, dated January 14, 2025 with Clearway Capital Management LLC, an investment company incorporated in Florida owning approximately 9% of our common stock, and certain other persons named in the cooperation agreement. Mr. Avendano was appointed to our Board pursuant to the cooperation agreement. See “Certain Relationship and Related-Person Transactions—Cooperation Agreement” in this proxy statement for additional information on the cooperation agreement. Director Nominations and Qualifications Our Corporate Governance Guidelines provide that the Nominating, Corporate Governance, Safety, and Sustainability Committee (“Governance Committee”) is responsible for identifying and recommending to our Board director candidates for nomination to our Board, including recommending to our Board nomination of existing directors for additional terms. The Governance Committee seeks independent directors with diverse backgrounds and experiences that it believes will enhance the quality of our Board’s deliberations and decisions. When searching for candidates, the Governance Committee considers the evolving needs of our 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 our 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 and uses a directors skills matrix to assist it in evaluating the needs of our Board. The skills matrix assists the Governance Committee in cultivating a diverse Board in terms of background, experience, skill sets, and tenure. The Governance Committee evaluates each potential nominee individually and in the context of our Board as a whole. The objective is to recommend 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 our 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 our Board, it recommends his or her candidacy to the full Board. The Governance Committee will consider stockholder director nominations, but 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 Governance 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 our Board, by following the procedures set forth below under the heading “Stockholder Proposals.” The Class II directors elected at the Annual Meeting will serve until the 2028 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 our Board, each nominee has tendered to our Board a contingent, irrevocable resignation that will become effective only if the nominee fails to receive the required majority vote and our 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 our Board. Our 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 stockholders. Our current directors have a wealth of experience and expertise in the industries in which we operate and bring a variety of perspectives to our Board. The average director tenure is approximately 5.8 years, with 25% of our directors being female and 12.5% of our directors being ethnically diverse. In considering the nominees for the Class II directorship the Governance Committee assessed the overall qualifications of each nominee and the needs of the Company before making a recommendation regarding nominations to our Board (for more information about our Board committees, including the changes to the committees made in 2024 and 2025, please see below under “Corporate Governance-Committees and Meetings”). Our nominees for the Class II directorship are Mary E. McBride and Barth E. Whitham, both of whom are current directors. Our Board nominated Ms. McBride and Mr. Whitham 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 our Board. Nominees for Election
Election of Directors
CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS Biographical information for our directors who were nominated by our Board upon the recommendation of our Governance Committee for re-election at the Annual Meeting is set forth below.
Election of Directors
| MARY E. MCBRIDE AGE 69 INDEPENDENT DIRECTOR since May 2020 COMMITTEES • Audit (Chair) • Compensation | EXPERIENCE AND QUALIFICATIONS Ms. McBride is a senior banking executive with over 30 years of experience in commercial banking. Ms. McBride’s financial expertise and experience with companies in representative industries provides our Board with unique financial perspectives and insights into the industries we serve through sales of potash, water, and oilfield related products. PROFESSIONAL BACKGROUND • President of CoBank, ACB (“CoBank”), a cooperative bank and member of the Farm Credit System serving vital industries across rural America (2013-2016) Other Positions at CoBank: (1993-2013) • Chief Banking Officer • Chief Operating Officer • Executive Vice President, Communications and Energy Banking Group • Senior Vice President and Manager, Operations Division • Senior Vice President and Manager, Corporate Finance Division • Vice President, Loan Policy & Syndications • Senior Vice President and Manager, Commercial Lending at First Interstate Bank of Denver, N.A., a community bank (1985-1993) • Assistant Vice President, Energy & Utilities at First National Bank of Boston (1980-1985) | OTHER CURRENT PUBLIC COMPANY BOARDS • Ellington Residential Mortgage REIT, a residential mortgage REIT (Nasdaq:EARN) (since 2021) • Member of Audit Committee • Member of Compensation Committee • Member of Nominating and Governance Committee EDUCATION • B.A., Political Science, Wellesley College • M.Sc., European Studies, The London School of Economics and Political Science • Master of Science, Management, MIT Sloan School of Management |
Election of Directors
| BARTH E. WHITHAM AGE 68 INDEPENDENT DIRECTOR since April 2008 CHAIR OF THE BOARD since July 2024 COMMITTEES • Compensation | EXPERIENCE AND QUALIFICATIONS Mr. Whitham has over 30 years of experience in the energy, banking, and extractive resources industries. Mr. Whitham’s experience with companies in the energy and extractive resources industries provides our Board with a unique perspective into these industries, which we serve through sales of potash, water, and oilfield related products. PROFESSIONAL BACKGROUND • Chief Executive Officer, President, and Director of Enduring Resources, LLC, a private company with exploration and production operations in the United States (2004-Present) • President, Chief Operating Officer, and Director of Westport Resources, Corporation, a public upstream energy company that merged with Kerr McGee/Anadarko (1991-2004) | OTHER CURRENT PUBLIC COMPANY BOARDS • Ensign Energy Services, Inc. (TSX:ESI.TO) (since 2007) • Member of the Audit Committee • Member of the Compensation Committee • Member of the Health, Safety & Environment Committee EDUCATION • B.Sc., Petroleum Engineering, Colorado School of Mines • M.Sc., Economics, Colorado School of Mines |
Election of Directors
Directors Continuing in Office Biographical information for our directors continuing in office is set forth below. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS
Election of Directors
| KEVIN S. CRUTCHFIELD AGE 64 DIRECTOR since December 2024 CHIEF EXECUTIVE OFFICER since December 2024 | EXPERIENCE AND QUALIFICATIONS Mr. Crutchfield has over three decades of global mining experience and over 20 years of leadership, operating, and technical experience in public company and board of director roles. Mr. Crutchfield brings to our Board his expertise in corporate leadership, financial and operational management, government and regulatory oversight, health and safety management, and industry expertise. PROFESSIONAL BACKGROUND • Chief Executive Officer and Director, Intrepid Potash, Inc. (December 2024-Present) • Chief Executive Officer, President, and Director Compass Minerals International, Inc., a public company that produces minerals for industrial, agricultural, commercial, and consumer markets (2019-2024) • Chief Executive Officer and Director, Contura Energy, Inc. (n/k/a Alpha Metallurgical Resources), a public company with affiliate mining operations across multiple major coal basins (2016-2019) • Contura Energy, Inc. was formed after a restructuring of Alpha Natural Resources, Inc., following a Chapter 11 bankruptcy. • Chief Executive Officer, Alpha Natural Resources, Inc., a public coal production company (2009-2016) Other positions held at Alpha Natural Resources, Inc.: (2003-2009) • Director • President • Executive Vice President | EDUCATION • B.Sc., Mining and Mineral Engineering, Virginia Tech • Executive Program, University of Virginia Darden School of Business |
Election of Directors
| HUGH E. HARVEY, JR. AGE 72 INDEPENDENT DIRECTOR since April 2024 COMMITTEES • Compensation (Chair) | EXPERIENCE AND QUALIFICATIONS Mr. Harvey has management experience with Intrepid and our predecessor company, over 15 years of experience in the potash mining industry, over 30 years of experience in the oil and gas industry, a unique combination of mining, mineral processing, drilling, field operations and economic evaluation experience, and engineering and operational experience in extractive industries. Mr. Harvey provides our Board with unique insight and experience given his history and institutional knowledge of our company and his expertise in solution mining. PROFESSIONAL BACKGROUND • Vice Chair of the Board of Directors, Intrepid Potash, Inc. (2020-2022) • Other positions held at Intrepid: (2007-2020) • Executive Vice Chair of the Board • Chief Operating Officer • Chief Technology Officer • Executive Vice President of Technology • Co-Founder and Manager, Intrepid Mining, Intrepid Potash, Inc.’s predecessor company (2000-2007) • Founder and Manager, Intrepid Oil and Gas, LLC, a private company that pursued oil and gas exploration opportunities (1996-2018) | EDUCATION • B.Sc., Mining Engineering, Colorado School of Mines • M.Eng., Petroleum Engineering, Colorado School of Mines |
Election of Directors
| WILLIAM M. ZISCH AGE 67 INDEPENDENT DIRECTOR since May 2022 COMMITTEES • Nominating, Corporate Governance, Safety, and Sustainability | EXPERIENCE AND QUALIFICATIONS Mr. Zisch has over 40 years of business experience and an in-depth knowledge of the mining industry. He brings a unique perspective to our Board given his day-to-day involvement in the mining industry and knowledge of our operations. PROFESSIONAL BACKGROUND • Professor of Practice and Department Head, Mining Department, Colorado School of Mines (2023-Present) • Independent Consultant (2019-2023) • Chief Operating Officer, Argonaut Gold, Inc., a public gold company with a portfolio of multi-stage assets in North America (2016-2019) • President and Chief Executive Officer, Midway Gold US, Inc., a private company engaged in the exploration and development of gold and silver (2014-2016) • In 2015, Midway filed for Chapter 11 bankruptcy, which resulted in a Plan of Liquidation that was approved in 2017 • Vice President of Operations, Royal Gold, Inc., a public precious metals streaming and royalty company (2009-2014) • Vice President of Planning, Newmont Mining Corporation (“Newmont”), a public company that mines gold and other minerals (2007-2009) Other Positions at Newmont: (1997-2007) • Vice President of African Operations • Operations Manager • Director of Business Management | EDUCATION • B.Sc., Mining Engineering, Colorado School of Mines • MBA, Management, The Wharton School of the University of Pennsylvania |
Election of Directors
CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS
Election of Directors
| GONZALO M. AVENDANO AGE 57 INDEPENDENT DIRECTOR since January 2025 COMMITTEES • Audit • Nominating, Corporate Governance, Safety, and Sustainability | EXPERIENCE AND QUALIFICATIONS Mr. Avendano has over 30 years of experience in the finance and wealth management industries. Mr. Avendano brings to our Board his industry knowledge, business expertise, experience with global investment markets, and his unique perspective as an advisor to one of the Company’s largest stockholders. PROFESSIONAL BACKGROUND • Investment Advisor, Clearway Capital Management, a private investment advisory firm (2014-Present) • Owner and Operator, Haras Patagones SRL, private company operating in the agriculture industry (2009-Present) • Founder and Chief Executive Officer, Silver Mills, LLC, a private investment advisory group (2005-2014) • Executive Director, UBS AG, a multinational bank (2003-2005) • Director, Private Wealth Management, Deutsche Bank AG, a multinational bank (1999-2003) • Investment Representative, Lehman Brothers, Inc., a global investment bank (1997-1999) | EDUCATION • Bachelor in Law, University of Buenos Aires |
Election of Directors
| CHRIS A. ELLIOTT AGE 59 INDEPENDENT DIRECTOR since August 2010 COMMITTEES • Audit • Compensation | EXPERIENCE AND QUALIFICATIONS Mr. Elliott has over 30 years of business experience in the agricultural industry. His experience brings to our Board an in-depth understanding of agricultural markets, regulatory processes, manufacturing, and real estate. Mr. Elliott’s day-to-day involvement in the agricultural industry provides our Board with a unique perspective of our industry and our agricultural customers. PROFESSIONAL BACKGROUND • Chief Executive Officer and President, Naturion, LLC, a private company that invests in environmental restoration (2018-Present) • Chief Executive Officer, AgCoA, a private company that owned, managed, and operated agricultural real estate (2007-2017) | EDUCATION • B.Sc., Economics, University of Illinois • MBA, Finance, Columbia University |
Election of Directors
| LORI A. LANCASTER AGE 55 INDEPENDENT DIRECTOR since July 2021 COMMITTEES • Audit • Nominating, Corporate Governance, Safety, and Sustainability (Chair) | EXPERIENCE AND QUALIFICATIONS Ms. Lancaster has a 20-year investment banking career, during which 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 merger, acquisition, and similar transactions in the energy sector during her career and led numerous debt and equity capital markets transactions. Ms. Lancaster’s advisory experience across different representative industry sectors and leadership in our advising strategic transactions provides our Board with a valuable perspective on development and execution of the Company’s strategic and financial objectives. PROFESSIONAL BACKGROUND • Independent Consultant and Non-Executive Director to the Energy Sector (2017-Present) • Managing Director, UBS Securities, LLC, a global investment bank and brokerage firm (2013-2016) • Managing Director, Nomura Securities, a financial services group and global investment bank (2010-2013) • Managing Director, Goldman Sachs & Co. a global investment bank and brokerage firm. (1999-2008) | OTHER CURRENT PUBLIC COMPANY BOARDS • Vital Energy, Inc. (NYSE: VTLE) (Since 2020) • Chair of the Finance Committee • Member of the Audit Committee • Precision Drilling Corporation (NYSE: PDS) (Since 2022) • Member of the Audit Committee • Member of the Nominating and Corporate Governance Committee EDUCATION • BBA, Finance, Texas Christian University • MBA, Finance & Strategic Management, University of Chicago Booth School of Business • Directorship Certified, NACD (National Association of Corporate Directors) |
Election of Directors
| OUR BOARD RECOMMENDS A VOTE “FOR” EACH CLASS II DIRECTOR NOMINEE. |
Kevin S. Crutchfield. Biographical information for Mr. Crutchfield is provided above under the heading “Election of Directors.”
Kevin S. Crutchfield. Biographical information for Mr. Crutchfield is provided above under the heading “Election of Directors.” Matthew D. Preston. Mr. Preston has served as our Chief Financial Officer since December 2021 and previously served as our acting principal executive officer (“Acting PEO”) from April 16, 2024 to December 1, 2024. Mr. Preston also served as our Vice President of Finance from November 2019 to December 2021, and our Director of Budget and Forecast from April 2016 to November 2019. Previously, Mr. Preston served in successively more senior finance roles since joining Intrepid in 2008, including Senior Manager of Budget and Forecast, Manager of Budget and Forecast, and Financial Analyst. Christina C. Sheehan. Ms. Sheehan has served as our General Counsel and Corporate Secretary since May 2022. Ms. Sheehan served as our Deputy General Counsel from December 2021 to May 2022. Before joining Intrepid, Ms. Sheehan was a partner at the law firm Modrall, Sperling, Roehl, Harris & Sisk, P.A., where she practiced from September 2009 to November 2021.
Robert P. Jornayvaz III
Robert P. Jornayvaz III On April 16, 2024, our Board granted Robert P. Jornayvaz III, then Executive Chair of the Board and Chief Executive Officer of the Company, a medical leave of absence in connection with his injury in a non-work-related accident in April 2024. In connection with Mr. Jornayvaz’s medical leave, our Board temporarily delegated all responsibilities of the Chair of the Board to Barth E. Whitham, Lead Director. On the same date, our Board appointed Matthew D. Preston, the Company’s Chief Financial Officer, as acting principal executive officer (“Acting PEO”) of the Company, to serve concurrently as Chief Financial Officer and Acting PEO. Mr. Jornayvaz remained on his medical leave of absence from the Company until his resignation from all positions with the Company on September 30, 2024. Through the end of his leave of absence, Mr. Jornayvaz received his base salary, which was approved by the Compensation Committee in 2023. Additionally, Mr. Jornayvaz received short-term disability benefits during his medical leave of absence. Mr. Jornayvaz did not receive any equity awards in 2024, and he did not participate in the performance cash bonus plan in 2024. On September 30, 2024, Intrepid entered into a Separation and General Release Agreement (“Separation Agreement”), with the court-appointed guardian of the Company’s former principal executive officer, Robert P. Jornayvaz III, which became effective on October 8, 2024. Under the terms of the Separation Agreement, Mr. Jornayvaz received $2,041,949 in cash in respect of all compensation owed to him for services rendered prior to the accident and certain COBRA benefits. In addition, Mr. Jornayvaz received certain medical benefits in connection with the injury and he forfeited all unvested equity awards granted to him. As part of his separation, Mr. Jornayvaz agreed to the termination of (i) the aircraft dry lease between Intrepid Production Holdings, LLC and Intrepid Potash, Inc. (as amended) and (ii) the director designation and voting agreement (both described below under the heading “Related-Person Transactions”). Mr. Crutchfield was appointed as our Chief Executive Officer on November 26, 2024, effective December 2, 2024, replacing Mr. Preston, who was serving as the Company’s Acting PEO. On the same date, Mr. Crutchfield was appointed as a Class III director of our Board. In connection with his appointment as Chief Executive Officer, the Company entered into an Executive Employment Agreement (the “CEO Employment Agreement”) with Mr. Crutchfield, with an initial 3-year term, subject to extension as set forth in the CEO Employment Agreement. The CEO Employment Agreement provides Mr. Crutchfield with an initial base salary of $600,000, subject to annual review by our Board. Mr. Crutchfield is also entitled to participate in the Company’s annual bonus plan for executive officers beginning in fiscal year 2025, with an initial target bonus opportunity of at least 100% of his annual base salary. The CEO Employment Agreement also granted Mr. Crutchfield, among other things, a sign on cash bonus of $50,000 and equity awards consisting of restricted stock and performance stock units (“PSUs”) having a grant date fair value of $3,558,170. Additional information about Mr. Crutchfield’s equity awards can be found below under the header “Mr. Crutchfield’s Equity Awards.” In addition, Mr. Crutchfield was granted certain termination and change-in-control protection benefits. Additional information about the change-in-control benefits contained in the CEO Employment Agreement is described below under the header “Potential Payments Upon Termination and Change in Control”. Executive Summary
Objectives of Executive Compensation Program
| • | Management Development and Continuity. Provide competitive compensation opportunities that attract, retain, motivate, and reward talented executives, with both an annual and significant long-term component. |
Objectives of Executive Compensation Program
| • | Long-Term Focus on Stockholder Value. Encourage stock ownership to align executives’ interests with the interests of our stockholders. |
Base Salary
| (2) Mr. Crutchfield was appointed Chief Executive Officer effective December 2, 2024, with his salary set forth in the CEO Employment Agreement and was designed to align with the median market salary of other Chief Executive Officers in our peer group. |
Base Salary
| (4) Ms. Sheehan’s base salary increased to more closely align with the median market salary of General Counsels in our peer group. |
2024 Bonus Program
2024 Bonus Program An important component of our total compensation program is the annual cash incentive bonus program that is 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 in the program, establishes 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 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 program, in accordance with the program. Each of our executives was eligible to participate in our 2024 cash bonus program (the “2024 Bonus Program”), except for Mr. Jornayvaz and Mr. Crutchfield. In setting the 2024 target bonus amounts for each eligible executive, 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. The 2024 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 (25% weighting for potash, 5% weighting for Trio®); (iii) capital investments (25% weighting); 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 rate (“TRIR”), 5% weighting based on safety metrics, and 5% weighting for expenses related to regulatory remediation). 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. Individual performance was based on each executive’s performance against specific goals for the year and the Compensation Committee’s evaluation of 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 2024 Bonus Program were eligible to receive between 0% and 200%, as applicable for each Company performance goal, of each participant’s respective target bonus based on actual performance. The total amount payable under the 2024 Bonus Program 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.
Target Bonus
Target Bonus The Compensation Committee established the 2024 target annual incentive amounts for each of our named executive officers under our 2024 Bonus Plan, as shown below.
Target Bonus
| Name | Base Salary at the End of 2024 | Target Bonus as a % of Salary | Target Bonus | | Robert P. Jornayvaz III(1) | — | — | — | | Kevin S. Crutchfield(2) | $600,000 | — | — | | Matthew D. Preston | $390,000 | 70% | $273,000 | | Christina C. Sheehan(3) | $338,000 | 50% | $169,000 |
Target Bonus
| (1) Mr. Jornayvaz resigned from all positions with the Company on September 30, 2024. |
Target Bonus
| (2) Mr. Crutchfield was appointed Chief Executive Officer effective December 2, 2024, and was not eligible to participate in the 2024 Bonus Program. |
Target Bonus
| (3) Ms. Sheehan’s target bonus percentage increased to more closely align with the median market target bonus percent of General Counsels in our peer group. |
2024 Performance Goals
2024 Performance Goals Adjusted EBITDA (25% Weighting for Company Performance) & Production Cost Per Ton (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 in comparison to a budgeted amount of Adjusted EBITDA and production cost per ton because they are the two measures most in control of the executive team that drive profit. Participants under the 2024 Bonus Plan were eligible to receive between 0% and 200% of each participant’s respective target bonus based on actual performance as discussed below. Results between levels are determined through linear interpolation. Adjusted EBITDA Payout Matrix:
2024 Performance Goals
| Target | Percent of Goal Achieved | Payout of Goal Element | | <$20.4 Million | <80% | 0% | | $20.4 Million | 80% | 50% | | $23.0 Million | 90% | 75% | | $25.6 Million | 100% | 100% | | $27.2 Million | 106.25% | 125% | | $28.8 Million | 112.50% | 150% | | $30.4 Million | 118.75% | 175% | | ≥$32.0 Million | ≥125% | 200% |
2024 Performance Goals
Production Cost Per Ton Payout Matrix for Potash and Trio®:
2024 Performance Goals
| POTASH COST PER TON Target | Trio® cost per ton Target | Percent of Target Achieved | Payout of Goal Element | | ≤$179 | ≤$175 | ≤75% | 200% | | $191 | $186 | 80% | 180% | | $203 | $198 | 85% | 160% | | $215 | $210 | 90% | 140% | | $227 | $221 | 95% | 120% | | $239 | $233 | 100% | 100% | | $252 | $245 | 105% | 83% | | $263 | $256 | 110% | 67% | | $275 | $268 | 115% | 50% | | >$275 | >$268 | >115% | 0% |
2024 Performance Goals
Capital Investments (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 on key opportunity 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. Specifically, in evaluating the performance for the 2024 Bonus Program, key opportunity projects were measured based on project spend, which must be within +5% or -15% of approved amounts; project completion, the project must be completed within 45 days of the targeted substantial completion date; and project performance, the projects were expected to deliver the anticipated business result. The bonus funding schedule for this performance metric reflects the fact that not every goal is likely to be met. Capital Investment Matrix:
2024 Performance Goals
| | Minimum (Payout at 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 |
2024 Performance Goals
Health, Safety, and Environmental (“HSE”) (20% Weighting for Company Performance) The Compensation Committee believes that executive compensation should be aligned with Company objectives to promote and ensure the safety of its employees and to protect the environment. The safety targets are designed to promote safety over all our operations. The safety metrics include a measurement of both TRIR (10% of the weighting for Company performance) and compliance with Company safety metrics, which include conducting regular safety audits, holding daily safety briefings, and identifying and communicating incident reports (5% of the weighting for Company performance). The regulatory remediation targets (5% of the weighting for Company performance) 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. These targets are designed to incentivize strict adherence to environmental and regulatory standards. The following demonstrates the calculation of the HSE factors in the Company performance scorecard. Safety Matrix: TRIR (10% Weighting for Company Performance):
2024 Performance Goals
| TRIR Outcome Compared to 2023 Result | TRIR | Payout of Goal Element | | 20% Improved Total Recordable Incident Rate | 1.00 | 200% | | Maintain Total Recordable Incident Rate | 1.25 | 100% | | 20% Worse Total Recordable Incident Rate | 1.50 | 50% |
2024 Performance Goals
Compliance with Safety Metrics (5% Weighting for Company Performance):
2024 Performance Goals
| | Minimum (Payout of 50% of Target) | Target (Payout at 100% of Target) | Maximum (Payout at 200% of Target) | | Safety Metrics | Achieve 85% of safety metrics | Achieve 95% of safety metrics | Achieve 100% of safety metrics |
2024 Performance Goals
Regulatory Remediation (5% Weighting for Company Performance):
2024 Performance Goals
| Regulatory / Remediation Expenses | Target Expense | Payout of Goal Element | | ≤75% of Target | ≤$375,000 | 200% | | Target | $500,000 | 100% | | 125% of Target | $625,000 | 50% | | >125% of Target | >$625,000 | 0% |
2024 Threshold, Target, and Actual Results
| Performance Metric | Target | 2024 Actual | Actual as % of Target | 2024 Incentive Payout | Weighted Payout | | Company Performance (75% of Total) | | | | | | | Adjusted EBITDA (25% of Company Performance)) | $25.6 million | $35.5 million | 138.7% | 200% | 37.5% | | Production Cost per Ton (30% of Company Performance) | | | | | | | • Potash (25%) | $239/ton | $218/ton | 91.2% | 135% | 25.4% | | • Trio® (5%) | $233/ton | $201/ton | 86.3% | 154% | 5.8% | | Capital Investments (25% of Company Performance) | | | | | | | • Key Opportunity Projects (25%) | Achieve 85% of project goals | 85% of project goals achieved | 100% | 100% | 18.8% | | HSE (20% of Company Performance) | | | | | | | • TRIR (10%) | 1.25 | 0.86 | 31.2% Improvement | 200% | 15.0% | | • Compliance with Safety Metrics (5%) | Achieve 95% of Safety Metrics | Achieved 95% of Safety Metrics | 100% | 100% | 3.8% | | • Regulatory Remediation (5%) | $500,000 | Exceeded $625,000 | | 0% | 0.0% | | Individual Performance (25% of Total)(1) | N/A | N/A | N/A | 100% | 25.0% | | Total Weighted Payout | | | | | 131.1% |
2024 Threshold, Target, and Actual Results
| (1) Individual performance was measured against each executive’s performance goals established during the year, as well as the CEO and Compensation Committee’s assessment of each executive’s efforts and accomplishments that contributed to the advancement of our long-term goals. |
Actual 2024 Bonus Payout
Actual 2024 Bonus Payout Based on Company performance, as outlined above, and application of each executive officer’s individual performance under the 2024 Bonus Program, the Company paid the following amounts under the 2024 Bonus Program:
Actual 2024 Bonus Payout
| Name | Target Bonus | Bonus Payout at 131.1% of Target | | Matthew D. Preston | $273,000 | $357,869 | | Christina C. Sheehan | $169,000 | $221,538 |
Equity Awards
Equity Awards In 2024, we granted equity awards to our executives under our Amended and Restated Equity Incentive Plan, in the form of time-based restricted stock awards, performance-based restricted stock awards, and performance-based restricted stock unit 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 2024, 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 2024 were as follows, the terms of which are described in more detail below.
Equity Awards
| Name | Time-Based Restricted Stock Awards (RSA): Number of Shares of Restricted Stock | Performance- Based Restricted Stock Awards or Restricted Stock Performance Units (PSUS): Number of Shares of Restricted Stock or PSUs at target Number | Restricted Stock Award Grant Value | Monte-Carlo Fair Value of Performance- Based Restricted Stock Awards | Total Equity Award Value | | Robert P. Jornayvaz III(1) | — | — | $— | $— | $— | | Kevin S. Crutchfield(2) | 63,892 | 54,244 | 1,750,002 | 1,808,168 | 3,558,170 | | Matthew D. Preston(3) | 24,462 | 11,235 | 499,982 | 199,983 | 699,965 | | Christina C. Sheehan(4) | 7,743 | 8,426 | 149,982 | 149,983 | 299,965 |
Equity Awards
| (1) Mr. Jornayvaz was not granted any equity awards during 2024. |
Equity Awards
| (2) Mr. Crutchfield could earn up to a maximum of 111,285 PSUs under his two performance-based equity awards. |
Equity Awards
| (3) Mr. Preston’s grant of equity awards increased to more closely align with the median Chief Financial Officers in our peer group and as consideration for his agreement to continue to serve as Chief Financial Officer. |
Equity Awards
| (4) Ms. Sheehan’s grant of equity awards increased to more closely align with the median General Counsels in our peer group. |
Equity Awards
Mr. Crutchfield’s Equity Awards Mr. Crutchfield was granted equity awards, as set forth in the CEO Employment Agreement between Intrepid and Mr. Crutchfield. Mr. Crutchfield was granted restricted shares and PSUs. Approximately 50% of the total value of the equity awards was granted as restricted shares vesting in three equal installments beginning on December 2, 2025, subject to continued employment, and the remaining 50% of the total value of the equity awards was granted as PSUs comprised of an award based on absolute total shareholder return (“TSR”) (the “aTSR award”) and an award based on a relative TSR (the “rTSR award”). Both the aTSR and rTSR awards were granted using a TSR metric to ensure that a portion of his equity awards was aligned with increasing shareholder value. Vesting of PSUs are settled through the issuance of an equal number of shares of the Company’s common stock. Relative Total Shareholder Return Award Under the rTSR award, Mr. Crutchfield has the ability to earn between 0% and 200% of the target amount of PSUs based on Company’s relative TSR during the period January 1, 2025 through December 31, 2027 (the “Performance Period”) compared to the TSR of each constituent member of the Russell 2000 Index as of January 1, 2025, (the “Peer Group”) during the Performance Period. Vesting is based on the Company’s TSR percentile rank within the Peer Group as shown in the table below:
Equity Awards
| | Company TSR Percentile Rank Compared to Peer Group Companies | PSUs Eligible to Vest | | Maximum | 90th | 91,710 | | | 80th | 78,609 | | | 70th | 65,507 | | Target | 55th | 45,855 | | | 45th | 32,754 | | | 35th | 19,652 | | | 25th | 6,551 | | Threshold | 20th | — |
Equity Awards
To the extent the Company’s TSR percentile rank compared to the Peer Group Companies is between any of the levels above, the number of restricted stock units eligible to vest shall be determined using linear interpolation, rounded to the nearest whole percentage. If the Company’s TSR is negative, then, irrespective of the Company’s relative TSR percentile ranking, the number of restricted stock units that shall be eligible to vest shall be capped at the then-applicable “Target” number of restricted stock units. In no event will the fair market value of the shares of common stock issuable under this award (as measured on the vesting date) exceed 500% of the “Target” identified above. The closing share price of our common stock was $27.39 on the date of the grant. Absolute Total Shareholder Return Award Under the aTSR award, Mr. Crutchfield has the ability to earn up to 19,575 PSUs based on achieving certain TSR hurdles on or prior to December 31, 2028. The TSR, measured on any date, is calculated as the sum of the average closing price of Intrepid’s common stock over the previous 90 trading days, plus the amount of any cash dividends paid from and after January 1, 2025, through such date. The TSR for the aTSR award is not measured and the TSR hurdles shown below may not be achieved prior to the 90th trading day after January 1, 2025.
Equity Awards
| TSR Hurdle | Incremental PSUs that Become Eligible to Vest | Cumulative PSUs Eligible to Vest | | $27.39 (Threshold) | — | — (Threshold) | | $30 | 2,796 | 2,796 | | $37 (Target) | 5,593 | 8,389 (Target) | | $44 | 5,593 | 13,982 | | $55 | 5,593 | 19,575 |
Equity Awards
The vest timing is determined by the date a TSR threshold price target is achieved. For TSR threshold price targets achieved on or before the first grant date anniversary, the PSUs earned for achieving the TSR threshold will vest in three annual installments beginning on the first anniversary of the grant date. For TSR threshold price targets achieved after the first grant date anniversary and before the 2nd grant date anniversary, one-third of the total PSUs earned will vest immediately upon achievement of the TSR threshold, one-third of the total PSUs earned will vest on the second grant date anniversary, and one-third of the total PSUs earned will vest on the third grant date anniversary. For TSR threshold price targets achieved after the second grant date anniversary and before the third grant date anniversary, two-thirds of the total PSUs earned will vest immediately upon achievement of the TSR threshold and one-third of the total PSUs will vest on the third grant date anniversary. For any TSR threshold price targets met after third grant date anniversary and on or before December 31, 2028, the PSUs earned will vest immediately. Any PSUs that have not become eligible to vest on or prior to December 31, 2028, are forfeited as of the close of business on December 31, 2028. The closing share price of our common stock was $27.39 on the date of the grant.
Other Executives’ Equity Awards
Other Executives’ Equity Awards On March 15, 2024, the Compensation Committee granted equity awards to Mr. Preston and Ms. Sheehan with (i) approximately 50% of the total award value granted as time-based restricted shares 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 total award value granted as performance-based restricted shares (“PSAs”). The PSAs were granted with vesting based on stock price growth to align executive compensation with increases in shareholder value. The grant price was $19.37 per share and the PSAs vest based on the achievement of stock price thresholds, and subject to continued employment, 33.33% of the PSAs vest on March 15, 2025, 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 $21.31); 33.33% vest on March 15, 2026, 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 $22.28); and 33.33% vest on March 15, 2027, 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 $24.21). All stock price thresholds have been met as of December 31, 2024. See “Options Exercised and Stock Vested in 2024” below for information about restricted stock that vested in 2024 for each of our executives.
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:
Change-in-Control Benefits
| • | to reduce the distraction of the executives that would result from the personal uncertainties caused by a change in control; |
Change-in-Control Benefits
| • | to encourage the executives’ full attention and dedication to us during a change in control; |
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 |
Change-in-Control Benefits
| • | to retain key talent. |
Change-in-Control Benefits
We agreed to certain change-in-control benefits for Mr. Crutchfield that are set forth in the CEO Employment Agreement. The change-in-control benefits for our other executives were unchanged in 2024. You can find more information about potential change-in-control benefit amounts below under the heading “Potential Payments Upon Termination or Change in Control.” Noncompetition Agreements We have entered into noncompetition agreements with our executives and other key employees. Mr. Crutchfield has a noncompetition provision in the CEO Employment Agreement that extends 18 months after his employment with the Company. Our other executives have also entered into agreements that provide generally that, if the executive voluntarily leaves the Company or is terminated for cause, he or she will not solicit our employees or work for a customer or competitor of the Company for a period of 12 months after termination. Insider Trading Policy and Hedging and Pledging Transactions A description of our insider trading policy and hedging and pledging policy can be found above under the headings “Corporate Governance—Insider Trading Policy” and “Corporate Governance- Hedging and Pledging Transactions,” respectively. Stock Ownership Guidelines All of our directors and executives are in compliance with the stock ownership guidelines or are within the applicable phase-in period. For more information, please see above under the heading “Corporate Governance—Stock Ownership Guidelines.” Compensation Clawback Policy On September 14, 2023, our Board of Directors adopted a compensation clawback policy (the “Clawback Policy”). The Clawback Policy requires the Company to clawback erroneously awarded incentive compensation received by current and former executive officers during the three fiscal years that precede the date the Company is required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement. The Clawback Policy also allows the Company to clawback compensation from any employee who is determined to have engaged in a misconduct event. A copy of the Clawback Policy is included as an exhibit in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Accounting Impact and Tax Deductibility of Compensation ASC Topic 718, Compensation—Stock Compensation (referred to as ASC Topic 718), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, PSAs, and PSUs under our equity incentive award plans are accounted for under ASC Topic 718. We 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. Compensation Risk Assessment The Compensation Committee has concluded that the compensation programs do not create risks that are reasonably likely to have a material adverse effect on our company.
Executive Compensation
| 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(6) | 2024 | $22,644 | $— | $— | $— | $2,054,716 | $2,077,360 | | Former Executive Chair 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 | | Kevin S. Crutchfield(7) | | | | | | | | | Chief Executive Officer | 2024 | 46,154 | 50,000 | 3,558,170 | — | 27,069 | 3,681,393 | | Matthew D. Preston(8) | 2024 | 375,850 | 375,000 | 699,965 | 357,869 | 25,251 | 1,833,935 | | 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 | | Christina C. Sheehan | 2024 | 335,379 | 187,500 | 299,965 | 221,538 | 19,940 | 1,064,322 | | General Counsel and Corporate Secretary | 2023 | 315,577 | 73,501 | 199,970 | 69,113 | 16,689 | 674,850 |
CEO Pay Ratio
CEO Pay Ratio This section provides information about the ratio of the 2024 annual total compensation of the PEO to the median of the 2024 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. Since we had multiple PEOs in 2024, for purposes of calculating the pay ratio this year, we have used Mr. Crutchfield’s compensation to serve as the basis for the ratio, since he was the individual serving in this position on December 31, 2024, the date selected for identifying our median employee. Mr. Crutchfield’s 2024 annual total compensation as reported in the Summary Compensation Table (“SCT”) was $3,681,393. Since Mr. Crutchfield was appointed Chief Executive Officer effective December 2, 2024, as shown in the table below, we annualized his total compensation as follows to arrive at a value of $4,532,998, used for the ratio of annual total compensation for our Chief Executive Officer to the annual total compensation for our median employee.
CEO Pay Ratio
| SCT Components | Actual Values from SCT | For CEO Pay Ratio: Annualized Values + One-Time Values | Rational | | Salary | $46,154 | $600,000 | Annualized salary | | Bonus | 50,000 | 50,000 | Not annualized; One-time cash sign-on payment | | Stock Awards | 3,558,170 | 3,558,170 | Not annualized: One-time award of 63,892 RSAs and 54,244 RSUs | | Non-Equity Incentive Plan Compensation | — | — | Did not participate in the 2024 bonus program | | All Other Compensation | 27,069 | 324,828 | Annualized all other compensation | | Total CEO Pay | $3,681,393 | $4,532,998 | |
CEO Pay Ratio
The 2024 annual total compensation of our median employee was $97,300. Thus, the ratio of Mr. Crutchfield’s 2024 annual total compensation to the median of the 2024 annual total compensation of all other employees was 46.6 to 1.0. We believe the pay ratio disclosed herein is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined our median employee based on taxable wages of each of our employees, excluding Mr. Crutchfield, as of December 31, 2024. Our median employee is an equipment operator and did not receive any equity awards in 2024. After identifying the median employee based on 2024 total taxable wages, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2024 Summary Compensation Table above in this Proxy Statement. Because different companies use different methods to determine their estimated CEO pay ratio, the estimated CEO pay ratio above should not necessarily be used as a basis for comparisons between companies.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Robert P. Jornayvaz III1 ($) | Summary Compensation Table Total for Matthew D. Preston1 ($) | Summary Compensation Table Total for Kevin S. Crutchfield1 ($) | Compensation Actually Paid to Robert P. Jornayvaz III1,2,3 ($) | Compensation Actually Paid to Matthew D. Preston1, 2, 3 ($) | Compensation Actually Paid to Kevin S. Crutchfield1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Adjusted EBITDA ($ Millions)5 | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 2,077,360 | 1,833,935 | 3,681,393 | (651,252) | 1,816,820 | 2,970,956 | 1,004,322 | 1,015,252 | 80.89 | 146.88 | (212.8) | 35.5 | | 2023 | 3,056,264 | — | — | 1,850,584 | — | — | 691,979 | 502,364 | 88.15 | 155.12 | (35.7) | 41.6 | | 2022 | 3,955,693 | — | — | 7,424,996 | — | — | 655,066 | 378,521 | 106.53 | 139.74 | 72.2 | 141.7 | | 2021 | 3,940,695 | — | — | 8,680,400 | — | — | 462,920 | 479,980 | 157.68 | 151.20 | 249.8 | 67.6 | | 2020 | 2,069,567 | — | — | 3,742,949 | — | — | 446,174 | 440,929 | 89.11 | 118.32 | (27.1) | 20.8 |
Pay Versus Performance Disclosure
| 1. | Robert P. Jornayvaz III served as PEO from 2020 to April 2024. Matthew D. Preston served as PEO from April 2024 to December 2024. Kevin S. Crutchfield served as PEO from December 2024 to year-end. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance Disclosure
| 2020 | 2021 | 2022 | 2023 | 2024 | | Matthew D. Preston | Matthew D. Preston | Matthew D. Preston | Matthew D. Preston | Christina C. Sheehan | | Robert E. Baldridge | Robert E. Baldridge | Robert E. Baldridge | Christina C. Sheehan | | | Kyle R. Smith | Kyle R. Smith | Kyle R. Smith | E. Brian Stone | | | E. Brian Stone | E. Brian Stone | E. Brian Stone | | |
Pay Versus Performance Disclosure
| 2. | The amounts shown for Compensation Actually Paid 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. |
Pay Versus Performance Disclosure
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Robert P. Jornayvaz III ($) | Exclusion of Stock Awards for Robert P. Jornayvaz III ($) | Inclusion of Equity Values for Robert P. Jornayvaz III ($) | Compensation Actually Paid to Robert P. Jornayvaz III ($) | | 2024 | 2,077,360 | — | (2,728,612) | (651,252) |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Matthew D. Preston ($) | Exclusion of Stock Awards for Matthew D. Preston ($) | Inclusion of Equity Values for Matthew D. Preston ($) | Compensation Actually Paid to Matthew D. Preston ($) | | 2024 | 1,833,935 | (699,965) | 682,850 | 1,816,820 |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Kevin S. Crutchfield ($) | Exclusion of Stock Awards for Kevin S. Crutchfield ($) | Inclusion of Equity Values for Kevin S. Crutchfield ($) | Compensation Actually Paid to Kevin S. Crutchfield ($) | | 2024 | 3,681,393 | (3,558,170) | 2,847,733 | 2,970,956 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,004,322 | (299,965) | 310,895 | 1,015,252 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Robert P. Jornayvaz III ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year 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 ($) | Total - Inclusion of Equity Values for Robert P. Jornayvaz III ($) | | 2024 | — | — | — | (233,918) | (2,494,694) | (2,728,612) |
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 Matthew D. Preston ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Matthew D. Preston ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Matthew D. Preston ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Matthew D. Preston ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Matthew D. Preston ($) | Total - Inclusion of Equity Values for Matthew D. Preston ($) | | 2024 | 782,478 | (76,789) | — | (22,839) | — | 682,850 |
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 Kevin S. Crutchfield ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Kevin S. Crutchfield ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Kevin S. Crutchfield ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Kevin S. Crutchfield ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Kevin S. Crutchfield ($) | Total - Inclusion of Equity Values for Kevin S. Crutchfield ($) | | 2024 | 2,847,733 | — | — | — | — | 2,847,733 |
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 Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 354,425 | (36,778) | — | (6,752) | — | 310,895 |
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, 2024.The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Basic Materials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance Disclosure
| 5. | We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. Adjusted EBITDA is a non-GAAP financial measure. More information on Adjusted EBITDA can be found in the “2024 Cash Bonus Program” section of the Compensation Discussion and Analysis in this proxy statement. |
Pay Versus Performance Disclosure
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company, and the Dow Jones U.S. Basic Materials Index TSR. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA ($ Millions) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA ($ Millions) during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.
Pay Versus Performance Disclosure
| Adjusted EBITDA | | Production Cost Per Ton | | Capital Investments | | HSE Targets |
Director Compensation
Director Compensation Director Compensation Policy The Compensation Committee periodically reviews director compensation and, if appropriate, recommends any changes to our Board for its approval. Recommendations are based on a review of compensation for nonemployee directors of peer companies of comparable size based on general industry data collected by F. W. Cook. In 2024, F.W. Cook reviewed and made recommendations to the Governance Committee for changes to nonemployee director compensation, which our Board approved in September 2024. After approving the changes to the nonemployee director compensation, in September 2024, our Board reassigned the review of director compensation from the Governance Committee to the Compensation Committee. Our director compensation program for 2024 provided for the following compensation for nonemployee directors:
Director Compensation
| Annual cash retainer | $90,000 | | Annual grant of restricted stock with one-year vesting | $85,000 | | Additional annual cash retainer to Chair of the Board(1) | $75,000 | | Additional annual cash retainer to each committee chair: | | | Audit Committee | $15,000 | | Compensation Committee | $10,000 | | Nominating and Corporate Governance Committee(2)(3) | $7,500 | | Environmental, Health, Safety, and Sustainability (EHSS) Committee(2)(4) | $7,500 | | Strategy Committee(5) | $10,000 |
Director Compensation
| (1) Effective July 10, 2024. |
Director Compensation
| (2) The compensation for the Nominating and Corporate Governance Committee chairperson and Environmental, Health, Safety, and Sustainability Committee chairperson increased from $7,500 to $10,000, effective January 1, 2025. |
Director Compensation
| (3) On March 25, 2025, our Board amended the name of Nominating and Corporate Governance Committee to the Nominating, Corporate Governance, Safety, and Sustainability Committee. |
Director Compensation
| (4) Our Board dissolved the EHSS Committee on March 25, 2025, and director compensation for the chairperson of the EHSS Committee was prorated accordingly. |
Director Compensation
| (5) Our Board dissolved the Strategy Committee on September 12, 2024, and director compensation for the chairperson of the Strategy Committee was prorated accordingly. |
Director Compensation
In September 2024, our Board approved a one-time equity grant of restricted stock, with a value of $24,992, for all nonemployee directors in light of the additional work the nonemployee directors undertook during Mr. Jornayvaz’s medical leave of absence. The awards vest in full on the earlier of May 25, 2025, or a director’s earlier termination of service with Company. The awards also vest in the event of death, disability, or a qualifying change in control. Cash retainers are generally paid in quarterly installments. The annual restricted stock grant is made at the first Board meeting after the Annual Meeting. Director Compensation Table The table below sets forth the compensation paid to or earned by our directors, other than Mr. Jornayvaz and Mr. Crutchfield, whose compensation is reported above under the heading “Executive Compensation – 2024 Summary Compensation Table.” We did not provide any additional compensation to Mr. Jornayvaz or Mr. Crutchfield for their service on our 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.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Chris A. Elliott | $97,010 | $109,979 | $206,989 | | Hugh E. Harvey, Jr. | 68,791 | 109,979 | 178,770 | | Lori A. Lancaster | 97,500 | 109,979 | 207,479 | | Mary E. McBride | 105,000 | 109,979 | 214,979 | | Barth E. Whitham | 138,253 | 119,982 | 258,235 | | William M. Zisch | 97,500 | 109,979 | 207,479 |
Director Compensation
| (1) This amount represents the grant date fair value of annual and restricted stock awards granted in 2024 for all nonemployee 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 13 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Director Compensation
Our directors held the following shares of restricted stock as of December 31, 2024:
Director Compensation
| Name | Shares of Restricted Stock | | Chris A. Elliott | 4,437 | | Hugh E. Harvey, Jr. | 4,437 | | Lori A. Lancaster | 4,437 | | Mary E. McBride | 4,437 | | Barth E. Whitham | 4,836 | | William M. Zisch | 4,437 |