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TMC THE METALS COMPANY INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Proposal No. 1: Set Number of Directors at Eight
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The affirmative vote of a majority of the shares cast for this proposal is required to set the number of directors at eight. Abstentions, if any, will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote.
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Proposal No. 2: Elect Directors
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The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
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Proposal No. 3: Appoint the Independent Registered Public Accounting Firm
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The “plurality” of the votes cast for this proposal is required to appoint our independent registered public accounting firm. You may vote FOR the appointment of Ernst & Young LLP or WITHHOLD your vote. Votes that are withheld will not be included in the vote tally for this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote.
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Name and Address of Beneficial Owner
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Number of
Common Shares(1) |
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Percentage
of Shares Beneficially Owned (%) |
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Directors and Executive Officers: | | | | | | | | | | | | | |
Gerard Barron(2)
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| | | | 19,109,093 | | | | | | 7.1% | | |
Anthony O’Sullivan(3)
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| | | | 1,364,949 | | | | | | * | | |
Craig Shesky(4)
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| | | | 770,498 | | | | | | * | | |
Christian Madsbjerg(5)
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| | | | 593,186 | | | | | | * | | |
Andrew C. Greig(6)
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| | | | 4,812,743 | | | | | | 1.8% | | |
Andrew Hall(7)
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| | | | 30,677 | | | | | | * | | |
Sheila Khama(8)
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| | | | 2,677 | | | | | | * | | |
Andrei Karkar(9)
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| | | | 54,015,982 | | | | | | 20.2% | | |
Amelia Kinahoi Siamomua(10)
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| | | | 2,677 | | | | | | * | | |
Kathleen McAllister(11)
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| | | | 21,505 | | | | | | * | | |
All Directors and Executive Officers of the Company as a Group
(12 Individuals)(12) |
| | | | 83,981,868 | | | | | | 31.3% | | |
Five Percent Holders: | | | | | | | | | | | | | |
ERAS Capital(13)
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| | | | 53,370,692 | | | | | | 19.9% | | |
Maersk Supply Service A/S(14)
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| | | | 17,189,636 | | | | | | 6.4% | | |
Allseas Group S.A.(15)
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| | | | 34,280,268 | | | | | | 12.3% | | |
Name
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Age
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Position
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Directors: | | | | | | | |
Gerard Barron | | |
56
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| | Chief Executive Officer and Chairman of the board of directors | |
Andrew Hall | | |
59
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| | Director | |
Andrew Greig | | |
66
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| | Director | |
Andrei Karkar | | |
45
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| | Director | |
Sheila Khama | | |
65
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| | Director | |
Christian Madsbjerg | | |
48
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| | Director | |
Kathleen McAllister | | |
58
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| | Director | |
Amelia Kinahoi Siamomua | | |
62
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| | Director | |
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Board Diversity Matrix (As of April 20, 2023)
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| Total Number of Directors: Eight | | |||||||||||||||
| | | | | | Female | | | |
Male
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Non-Binary
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Did Not
Disclose Gender |
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| Gender: | | | | | | | | | | | | | | | | |
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Directors
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| | | | 3 | | | |
5
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0
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0
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| Number of Directors Who Identify in Any of the Categories Below: | | | | | ||||||||||||
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African American or Black
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| | | | 1 | | | |
0
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0
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0
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Alaskan Native or Native American
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| | | | 0 | | | |
0
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0
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0
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Asian
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| | | | 0 | | | |
0
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0
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0
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Hispanic or Latinx
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| | | | 0 | | | |
0
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0
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0
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Native Hawaiian or Pacific Islander
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| | | | 1 | | | |
0
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0
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0
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White
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| | | | 1 | | | |
5
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0
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0
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Two or More Races or Ethnicities
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| | | | 0 | | | |
0
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0
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0
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LGBTQ+
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| | | | | | | | | | | 0 | | | ||
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Did Not Disclose Demographic Background
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Name
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Age
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Position
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Executive Officers: | | | | | | | |
Gerard Barron | | |
56
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| | Chief Executive Officer and Chairman of the Board of Directors | |
Anthony O’Sullivan | | |
57
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| | Chief Development Officer | |
Erika Ilves | | |
45
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| | Chief Strategy Officer | |
Craig Shesky | | |
39
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| | Chief Financial Officer | |
Dr. Gregory Stone | | |
66
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| | Chief Ocean Scientist | |
Compensation Element
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Primary Purpose
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Performance
Period |
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Details
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Cash Compensation
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Base Salary | | | Reward for ongoing work performed, executive tenure and role | | | Ongoing | | | Provided in cash each pay period. | |
Short Term Incentive Plan (STIP) | | | Reinforce and drive short-term priorities and business results | | | 1 year | | |
Target award based on a percentage of salary.
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| | | Recognize and reward corporate and individual performance | | | | | |
Awards may be earned from 0% to 100% of target based on achievement of pre-determined corporate short-term objectives that are aligned with our strategic plan as well as individual performance.
Awards are paid in cash upon the completion of the fiscal year; however, for 2022, STIP awards were paid in immediately-vested RSUs to conserve operating cash.
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Equity Compensation
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Long-term incentives (LTIP) | | |
Reinforce and drive long-term shareholder value
Retain executives over a multi-year period
Incentivize the achievement by management of multi-year performance goals
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| | 3 or 4 years | | |
Grants post-Business Combination were in the form of RSUs that generally vest one-third per year over three years or in fourths over four years.
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Name and Principal Position
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Year
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Salary
($) |
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Bonus
($)(1) |
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Stock
Awards ($)(2) |
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Option
Awards ($)(3) |
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All Other
Compensation ($)(4) |
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Total
($) |
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Gerard Barron,
Chief Executive Officer |
| | | | 2022 | | | | | | 565,000 | | | | | | 317,813 | | | | | | — | | | | | | — | | | | | | — | | | | | | 882,813 | | |
| | | 2021 | | | | | | 565,000 | | | | | | 296,625 | | | | | | 2,500,000 | | | | | | 10,833,401 | | | | | | — | | | | | | 14,195,026 | | | ||
Anthony O’Sullivan,
Chief Development Officer |
| | | | 2022 | | | | | | 475,000 | | | | | | 178,125 | | | | | | — | | | | | | — | | | | | | 8,251 | | | | | | 661,376 | | |
| | | 2021 | | | | | | 475,000 | | | | | | 166,250 | | | | | | 1,000,000 | | | | | | 4,539,262 | | | | | | 12,838 | | | | | | 6,193,350 | | | ||
Craig Shesky
Chief Financial Officer |
| | | | 2022 | | | | | | 350,000 | | | | | | 186,250 | | | | | | — | | | | | | — | | | | | | 32,339 | | | | | | 605,256 | | |
| | | 2021 | | | | | | 234,896 | | | | | | 82,214 | | | | | | 750,000 | | | | | | 2,328,589 | | | | | | 23,490 | | | | | | 3,419,188 | | |
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Option Awards
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Stock Awards
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Name
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Grant Date
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Number of
Securities Underlying Unexercised Options Exercisable (#) |
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Number of
Securities Underlying Unexercised Options Unexercisable (#)(1) |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Number of
shares or units of stock that have not vested (#)(2) |
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Market
value of shares or units of stock that have not vested ($)(3) |
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Gerard Barron
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| | | | 05/16/2019 | | | | | | 3,473,586 | | | | | | — | | | | | $ | 0.65 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | |
| | | 03/04/2021 | | | | | | 604,458 | | | | | | 2,275,334 | | | | | | 0.65 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | | ||
| | | 11/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 520,833 | | | | | | 401,042 | | | ||
Anthony O’Sullivan
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| | | | 05/16/2019 | | | | | | 466,965 | | | | | | — | | | | | $ | 0.65 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | |
| | | 03/04/2021 | | | | | | 218,707 | | | | | | 1,011,259 | | | | | | 0.65 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | | ||
| | | 11/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 208,333 | | | | | | 160,417 | | | ||
Craig Shesky
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| | | | 03/04/2021 | | | | | | 135,084 | | | | | | — | | | | | $ | 8.64 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | |
| | | 03/04/2021 | | | | | | — | | | | | | 270,167(4) | | | | | | 8.64 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | | ||
| | | 03/04/2021 | | | | | | — | | | | | | 252,814 | | | | | | 0.65 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | | ||
| | | 11/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 156,250 | | | | | | 120,313 | | |
Position
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Retainer
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Lead independent director
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| | | $ | 30,000 | | |
Audit committee chairperson
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| | | $ | 22,500 | | |
Audit committee member
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| | | $ | 7,500 | | |
Compensation committee chairperson
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| | | $ | 15,000 | | |
Compensation committee member
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| | | $ | 5,000 | | |
Nominating and corporate governance committee chairperson
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| | | $ | 15,000 | | |
Nominating and corporate governance committee member
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| | | $ | 5,000 | | |
Sustainability and innovation committee chairperson
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| | | $ | 15,000 | | |
Sustainability and innovation committee member
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| | | $ | 5,000 | | |
Name
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Fees Earned
or Paid in Cash ($) |
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Stock
Awards ($)(1) |
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Total
($) |
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Andrew Hall
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| | | $ | 127,092 | | | | | $ | 100,000 | | | | | $ | 227,092 | | |
Sheila Khama
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| | | $ | 116,937 | | | | | $ | 100,000 | | | | | $ | 216,937 | | |
Andrei Karkar
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| | | $ | 110,000 | | | | | $ | 100,000 | | | | | $ | 210,000 | | |
Gina Stryker
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| | | $ | 76,033 | | | | | $ | — | | | | | $ | 76,033 | | |
Amelia Kinahoi-Saimomua
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| | | $ | 95,000 | | | | | $ | 100,000 | | | | | $ | 195,000 | | |
Christian Madsbjerg
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| | | $ | 110,000 | | | | | $ | 100,000 | | | | | $ | 210,000 | | |
Kathleen McAllister(2)
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| | | $ | 96,950 | | | | | $ | 199,999 | | | | | $ | 296,950 | | |
Andrew Greig
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| | | $ | 57,351 | | | | | $ | 100,000 | | | | | $ | 157,351 | | |
Name
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Aggregate
Number of Shares Underlying Outstanding Options(1) |
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Number of
Shares or Units of Stock That Have Not Vested(2) |
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Andrew Hall
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| | | | | | | | | | 73,382 | | |
Sheila Khama
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| | | | | | | | | | 73,382 | | |
Andrei Karkar
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| | | | 769,020 | | | | | | 73,382 | | |
Amelia Kinahoi-Saimomua
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| | | | | | | | | | 73,382 | | |
Christian Madsbjerg
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| | | | 716,916 | | | | | | 73,382 | | |
Kathleen McAllister
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| | | | | | | | | | 132,543 | | |
Andrew Greig
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| | | | | | | | | | 95,238 | | |
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(a)
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(b)
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(c)
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Plan category
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Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
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Weighted-average
exercise price of outstanding options, warrants and rights |
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Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
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Equity compensation plans
approved by security holders |
| | | | 29,955,405(1) | | | | | $ | 1.11(2) | | | | | | 35,719,259(3) | | |
Equity compensation plans
not approved by security holders |
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Total
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| | | | 29,955,405 | | | | | $ | 1.11 | | | | | | 35,719,259 | | |
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2022
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2021
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Audit fees:(1)
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| | | $ | 555,560 | | | | | $ | 705,795 | | |
Audit-related fees:
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| | | $ | 17,576 | | | | | | — | | |
Tax fees:
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All other fees:
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