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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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PAGE
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| | | | A-1 | | |
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Proposal No. 1: Set Number of Directors at Nine
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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 nine. You may either vote FOR, AGAINST or ABSTAIN on this proposal. 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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Proposal No. 4: Non-Binding Advisory Vote on Compensation of Chief Executive Officer and Chairman
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For the non-binding advisory vote to approve the compensation of our Chief Executive Officer and Chairman, you may either vote FOR, AGAINST or ABSTAIN. Although this proposal asks for a non-binding, advisory vote, we will consider an affirmative vote of a majority of the shares cast for this proposal affirmatively or negatively as approval of this proposal. We value the opinions expressed by our shareholders in this advisory vote, and our Compensation Committee, which is responsible for overseeing and administering our executive compensation programs, including the compensation of our Chief Executive Officer and Chairman, will consider the outcome of the vote when reviewing the compensation of our Chief Executive Officer and Chairman and making future decisions with respect to such compensation. Abstentions, if any, will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. 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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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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Current Directors, Director Nominees and Executive Officers: | | | | | | | | | | | | | |
Gerard Barron(2)
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| | | | 20,717,847 | | | | | | 6.5% | | |
Craig Shesky(3)
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| | | | 1,017,951 | | | | | | * | | |
Christian Madsbjerg(4)
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| | | | 663,890 | | | | | | * | | |
Andrew C. Greig(5)
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| | | | 4,844,489 | | | | | | 1.5% | | |
Andrew Hall(6)
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| | | | 101,381 | | | | | | * | | |
Sheila Khama(7)
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| | | | 77,131 | | | | | | * | | |
Andrei Karkar(8)
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| | | | 64,326,613 | | | | | | 19.9% | | |
Amelia Kinahoi Siamomua(9)
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| | | | 73,381 | | | | | | * | | |
Kathleen McAllister(10)
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| | | | 118,537 | | | | | | * | | |
Erika Ilves(11)
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| | | | 2,529,903 | | | | | | * | | |
Stephen Jurvetson(12)
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| | | | 700,000 | | | | | | * | | |
Brendan May(13)
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| | | | 75,040 | | | | | | * | | |
All Current Directors and Executive Officers of the Company as a Group (12 Individuals)(14)
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| | | | 96,606,221 | | | | | | 30.0% | | |
Five Percent Holders: | | | | | | | | | | | | | |
ERAS Capital LLC(15)
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| | | | 63,610,619 | | | | | | 19.8% | | |
Allseas Group S.A(16)
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| | | | 54,530,268 | | | | | | 17.0% | | |
Name
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Age
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Position
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Directors and Director Nominees: | | | | | | | |
Gerard Barron | | |
57
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| | Chief Executive Officer and Chairman of the board of directors | |
Andrew Hall | | |
60
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| | Director | |
Andrew Greig | | |
67
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| | Lead Independent Director | |
Andrei Karkar | | |
46
|
| | Director | |
Sheila Khama | | |
66
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| | Director | |
Christian Madsbjerg | | |
49
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| | Director | |
Amelia Kinahoi Siamomua | | |
63
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| | Director | |
Stephen Jurvetson | | |
57
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| | Vice Chairman of the board of directors and Special Advisor to the Chief Executive Officer | |
Brendan May | | |
50
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| | Director nominee | |
Board Diversity Matrix — Current Directors
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As of April 20, 2023
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As of April 18, 2024
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Total Number of Directors
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8
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9
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Female
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Male
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| | | | |
Non-
Binary |
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Did Not
Disclose Gender |
| |
Female
|
| |
Male
|
| | | | |
Non-
Binary |
| |
Did Not
Disclose Gender |
|
Gender: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors
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3
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| |
5
|
| | | | |
0
|
| |
0
|
| |
3
|
| |
6
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| | | | |
0
|
| |
0
|
|
Number of Directors Who Identify in Any of the Categories Below: | | | |||||||||||||||||||||||||||||
African American or Black
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1
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0
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| | | | |
0
|
| |
0
|
| |
1
|
| |
0
|
| | | | |
0
|
| |
0
|
|
Alaskan Native or Native
American |
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
|
Asian
|
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
|
Hispanic or Latinx
|
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
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|
Native Hawaiian or Pacific
Islander |
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1
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| |
0
|
| | | | |
0
|
| |
0
|
| |
1
|
| |
0
|
| | | | |
0
|
| |
0
|
|
White
|
| |
1
|
| |
5
|
| | | | |
0
|
| |
0
|
| |
1
|
| |
6
|
| | | | |
0
|
| |
0
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|
Two or More Races or
Ethnicities |
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
|
LGBTQ+ | | | | | | | | |
0
|
| | | | | | | | | | | | | |
0
|
| | | | | | |
Did Not Disclose Demographic Background (with respect to LGBTQ+)
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| | | | | | | |
0
|
| | | | | | | | | | | | | |
0
|
| | | | | | |
|
Board Diversity Matrix — Director Nominees (As of April 18, 2024)
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| Total Number of Directors: 9 | | | | | ||||||||||||||||||
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Female
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Male
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Non-Binary
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Did Not
Disclose Gender |
| | | ||||
| Gender: | | | | | | | | | | | | | | | | | | | ||||
|
Directors
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2
|
| |
7
|
| | | | |
0
|
| |
0
|
| | | ||||
| Number of Directors Who Identify in Any of the Categories Below: | | | | | | | | | | | | | | |||||||||
|
African American or Black
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1
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| |
0
|
| | | | |
0
|
| |
0
|
| | | ||||
|
Alaskan Native or Native American
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| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
| | | ||||
|
Asian
|
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
| | | ||||
|
Hispanic or Latinx
|
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
| | | ||||
|
Native Hawaiian or Pacific Islander
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| |
1
|
| |
0
|
| | | | |
0
|
| |
0
|
| | | ||||
|
White
|
| |
0
|
| |
7
|
| | | | |
0
|
| |
0
|
| | | ||||
|
Two or More Races or Ethnicities
|
| |
0
|
| |
0
|
| | | | |
0
|
| |
0
|
| | | ||||
|
LGBTQ+
|
| | | | | | | |
0
|
| | | | | | | | | ||||
|
Did Not Disclose Demographic Background
(with respect to LGBTQ+) |
| | | | | | | |
0
|
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Name
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Age
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Position
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Executive Officers: | | | | | | | |
Gerard Barron | | |
57
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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 | | |
46
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| | Chief Strategy Officer | |
Craig Shesky | | |
40
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| | Chief Financial Officer | |
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 2023 and 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 years | | |
For 2022 and 2023, grants were in the form of RSUs that vest one-third per year over three years.
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Name and Principal Position
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Year
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| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||
Gerard Barron,
Chief Executive Officer |
| | | | 2023 | | | | | | 565,000 | | | | | | 508,500 | | | | | | 1,381,651 | | | | | | 150,500 | | | | | | 2,605,651 | | |
| | | 2022 | | | | | | 565,000 | | | | | | 367,591 | | | | | | — | | | | | | — | | | | | | 932,591 | | | ||
Erika Ilves
Chief Strategy Officer |
| | | | 2023 | | | | | | 433,333 | | | | | | 325,000 | | | | | | 540,468 | | | | | | 109,333 | | | | | | 1,408,134 | | |
| | | 2022 | | | | | | 395,000 | | | | | | 256,998 | | | | | | — | | | | | | — | | | | | | 651,998 | | | ||
Craig Shesky
Chief Financial Officer |
| | | | 2023 | | | | | | 412,500 | | | | | | 309,375 | | | | | | 540,468 | | | | | | 41,250 | | | | | | 1,303,593 | | |
| | | 2022 | | | | | | 350,000 | | | | | | 227,711 | | | | | | — | | | | | | 32,339 | | | | | | 610,050 | | |
| | | | | | | | |
Option Awards
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| |
Stock Awards
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Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(1) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
shares or units of stock that have not vested (#)(2) |
| |
Market
value of shares or units of stock that have not vested ($)(3) |
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Gerard Barron
|
| | | | 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 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 260,417 | | | | | | 286,459 | | | ||
| | | 03/07/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,439,220 | | | | | | 1,583,142 | | | ||
| | | 02/29/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,276,936 | | | | | | 1,404,630 | | | ||
Erika Ilves
|
| | | | 09/01/2018 | | | | | | 1,099,968 | | | | | | — | | | | | $ | 0.65 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | |
| | | 03/04/2021 | | | | | | 262,109 | | | | | | 1,011,259 | | | | | | 0.65 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | | ||
| | | 11/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 78,125 | | | | | | 85,938 | | | ||
| | | 03/07/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 562,987 | | | | | | 619,286 | | | ||
| | | 02/29/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 499,505 | | | | | | 549,456 | | | ||
Craig Shesky | | | | | 03/04/2021 | | | | | | 270,167 | | | | | | — | | | | | $ | 8.64 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | |
| | | | | 03/04/2021 | | | | | | | | | | | | 135,084(4) | | | | | | 8.64 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | |
| | | | | 03/04/2021 | | | | | | — | | | | | | 252,814 | | | | | | 0.65 | | | | | | 06/01/2028 | | | | | | — | | | | | | — | | |
| | | | | 11/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 78,125 | | | | | | 85,938 | | |
| | | | | 03/07/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 562,987 | | | | | | 619,286 | | |
| | | | | 02/29/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 499,505 | | | | | | 549,456 | | |
Position
|
| |
Retainer
|
| |||
Lead independent director
|
| | | $ | 30,000 | | |
Audit committee chairperson
|
| | | $ | 22,500 | | |
Audit committee member
|
| | | $ | 7,500 | | |
Compensation committee chairperson
|
| | | $ | 15,000 | | |
Compensation committee member
|
| | | $ | 5,000 | | |
Nominating and corporate governance committee chairperson
|
| | | $ | 15,000 | | |
Nominating and corporate governance committee member
|
| | | $ | 5,000 | | |
Sustainability and innovation committee chairperson
|
| | | $ | 15,000 | | |
Sustainability and innovation committee member
|
| | | $ | 5,000 | | |
Name
|
| |
Fees
Earned ($) |
| |
Stock
Awards ($)(1) |
| |
Total
($) |
| |||||||||
Andrew Hall
|
| | | $ | 97,500 | | | | | $ | 100,000 | | | | | $ | 197,500 | | |
Sheila Khama
|
| | | $ | 117,500 | | | | | $ | 100,000 | | | | | $ | 217,500 | | |
Andrei Karkar
|
| | | $ | 110,000 | | | | | $ | 100,000 | | | | | $ | 210,000 | | |
Amelia Kinahoi Siamomua
|
| | | $ | 95,000 | | | | | $ | 100,000 | | | | | $ | 195,000 | | |
Christian Madsbjerg
|
| | | $ | 110,000 | | | | | $ | 100,000 | | | | | $ | 210,000 | | |
Kathleen McAllister
|
| | | $ | 112,500 | | | | | $ | 100,000 | | | | | $ | 212,500 | | |
Andrew Greig
|
| | | $ | 125,000 | | | | | $ | 100,000 | | | | | $ | 225,000 | | |
Name
|
| |
Aggregate
Number of Shares Underlying Outstanding Options(1) |
| |
Number of
Shares or Units of Stock That Have Not Vested(2) |
| ||||||
Andrew Hall
|
| | | | | | | | | | 147,584 | | |
Sheila Khama
|
| | | | | | | | | | 147,584 | | |
Andrei Karkar
|
| | | | 769,020 | | | | | | 147,584 | | |
Amelia Kinahoi Siamomua
|
| | | | | | | | | | 147,584 | | |
Christian Madsbjerg
|
| | | | 716,916 | | | | | | 147,584 | | |
Kathleen McAllister
|
| | | | | | | | | | 187,918 | | |
Andrew Greig
|
| | | | 716,916 | | | | | | 208,399 | | |
| | |
(a)
|
| |
(b)
|
| |
(c)
|
| |||||||||
Plan category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted-average
exercise price of outstanding options, warrants and rights |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| |||||||||
Equity compensation plans
approved by security holders |
| | | | 37,343,042(1) | | | | | $ | 1.11(2) | | | | | | 52,294,615(3) | | |
Equity compensation plans
not approved by security holders |
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 37,343,042 | | | | | $ | 1.11 | | | | | | 52,294,615 | | |
| | |
2023
|
| |
2022
|
| ||||||
Audit fees:(1)
|
| | | $ | 633,857 | | | | | $ | 555,560 | | |
Audit-related fees:
|
| | | $ | 17,419 | | | | | $ | 17,576 | | |
Tax fees:
|
| | | | — | | | | | | — | | |
All other fees:
|
| | | | — | | | | | | — | | |
Performance Requirement
|
| |
Total Tranche
|
|
The Closing Price on or prior to April 16, 2029 exceeds $7.50.
|
| |
6,666,667 common shares
|
|
The Closing Price on or prior to April 16, 2029 exceeds $10.00.
|
| |
6,666,667 common shares
|
|
The Closing Price on or prior to April 16, 2029 exceeds $12.50.
|
| |
6,666,666 common shares
|
|
Class of Special Shares(1)
|
| |
Issued and
Outstanding |
| |
Underlying
Vested Options(2) |
| |
Underlying
Unvested Option(3) |
| |
Total
|
| ||||||||||||
Class A
|
| | | | 310,037 | | | | | | 88,976 | | | | | | 49,644 | | | | | | 448,657 | | |
Class B
|
| | | | 620,072 | | | | | | 177,953 | | | | | | 99,288 | | | | | | 897,313 | | |
Class C
|
| | | | 620,072 | | | | | | 177,953 | | | | | | 99,288 | | | | | | 897,313 | | |
Class D
|
| | | | 1,240,144 | | | | | | 355,907 | | | | | | 198,577 | | | | | | 1,794,628 | | |
Class E
|
| | | | 1,240,144 | | | | | | 355,907 | | | | | | 198,577 | | | | | | 1,794,628 | | |
Class F
|
| | | | 1,240,144 | | | | | | 355,907 | | | | | | 198,577 | | | | | | 1,794,628 | | |
Class G
|
| | | | 1,550,180 | | | | | | 444,885 | | | | | | 248,222 | | | | | | 2,243,287 | | |
Class H
|
| | | | 1,550,180 | | | | | | 444,885 | | | | | | 248,222 | | | | | | 2,243,287 | | |
Total
|
| | | | 8,370,973 | | | | | | 2,402,373 | | | | | | 1,340,395 | | | | | | 12,113,741 | | |
Element of Compensation
|
| |
Previous Compensation
|
| |
CEO Compensation under the
2024 Barron Employment Agreement |
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Annual Salary
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| | $565,000 | | | $750,000 | |
Annual Cash Bonus (STIP)
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| | Eligible to participate up to 75% of Annual Salary | | | Eligible to participate up to 75% of Annual Salary | |
Annual LTIP
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| | Eligible to participate | | | Eligible to participate | |
Retirement Account Contribution
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| | 10% of Annual Salary | | | 10% of Annual Salary | |
Signing RSUs
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| | N/A(1) | | | 20,000,000 RSUs (Signing RSUs) | |
Element of Compensation
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Previous Compensation
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CEO Compensation under the
2024 Barron Employment Agreement |
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Severance
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Termination Without Cause:
12 months Annual Salary (subject to certain conditions)
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Termination Without Cause/Good Reason/Non-renewal:
18 months Annual Salary (including the pro rata portion of his Retirement Account Contribution)
18 months of additional vesting on outstanding equity awards (excluding the Signing RSUs)
Pro-rata Annual Cash Bonus for the year of termination
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Change of Control
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| | Termination Without Cause/Triggering Event (Good Reason) following a Change of Control: | | | Termination Without Cause/Good Reason/Non-renewal within 24 months following a Change of Control: | |
| | | 12 months Annual Salary (subject to certain conditions) | | |
24 months Annual Salary
24 months of additional vesting on outstanding equity awards (including the Signing RSUs)
2 times Annual Cash Bonus target
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Benefits
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| | Eligible to participate in company plans (and to receive reimbursement for certain health and medical expenses prior to the adoption of an applicable company plan) and reimbursement for certain industry and professional memberships | | | Eligible to participate in company plans (and to receive reimbursement for certain health and medical expenses prior to the adoption of an applicable company plan) and reimbursement for certain industry and professional memberships | |
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/s/ Erika Ilves
Witness
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/s/ Gerard Barron
Gerard Barron
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| TMC the metals company Inc. | | | ||
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Per:
/s/ Craig Shesky
Name:
Craig Shesky
Title:
Chief Financial Officer
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