SEC Form DEF 14A filed by Intrepid Potash Inc

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April 17, 2025

Dear Stockholder:

We cordially invite you to attend the 2025 Annual Meeting of Stockholders of Intrepid Potash, Inc. (the “Annual Meeting”). The Annual Meeting will be held on Thursday, May 29, 2025, at 10:00 a.m. Mountain Time. The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/IPI2025, where you will be able to listen to the Annual Meeting live, submit questions, and vote.

You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending them a full set of printed materials. The Notice tells you how to access and review the important information contained in the proxy materials on the internet and how to request to receive a printed copy of our proxy materials. The Notice also tells you how to vote on the internet or by phone prior to the Annual Meeting.

Your vote is important. We hope you will attend the Annual Meeting. We encourage you to review the proxy materials and vote as soon as possible. You may submit your vote three ways: first, as indicated above, you may vote on the internet or by phone prior to the meeting; second, vote by mail, if you timely request to receive printed copies of these proxy materials in the mail; finally, you are able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.virtualshareholdermeeting.com/IPI2025 and can be found in the section entitled “Questions and Answers about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?” in the proxy statement.

Very truly yours,

 

Kevin S. Crutchfield

 

Barth E. Whitham

Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement.

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at www.virtualshareholdermeeting.com/IPI2025 or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 29, 2025:

This Notice, our proxy statement, and our 2024 annual report are available at www.proxyvote.com.

By Order of the Board of Directors,

 

Kevin S. Crutchfield

Denver, Colorado

April 17, 2025

 

We are providing these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board”) of Intrepid Potash, Inc., a Delaware corporation, of proxies to be voted at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

The Annual Meeting will be held on Thursday, May 29, 2025, at 10:00 a.m. Mountain Time, online at www.virtualshareholdermeeting.com/IPI2025. The Annual Meeting will be a completely virtual meeting conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IPI2025 and entering your 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote or ask questions. Only stockholders with a valid 16-digit control number will be able to attend the Annual Meeting and vote and ask questions.

This proxy statement will first be made available to stockholders on or about April 17, 2025.

When we use the term “Intrepid,” “us,” “we,” or “our,” we mean Intrepid Potash, Inc. and its consolidated subsidiaries, unless the context otherwise requires.

We will ask stockholders to vote on the following matters at the Annual Meeting:

Stockholders of record at the close of business on the record date of April 7, 2025 (the “Record Date”), are entitled to receive notice of and to vote at the Annual Meeting. As of the Record Date, we had 13,320,590 shares of common stock issued and outstanding. Each share is entitled to one vote on each item voted on at the Annual Meeting.

A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for the 10 days prior to the Annual Meeting at our principal executive office, 707 17^th Street, Suite 4200, Denver, Colorado 80202.

If you are a stockholder of record, you can vote over the phone or on the internet prior to the Annual Meeting by following the instructions you received from us in the mail or by email. If you requested to receive a full set of proxy materials in the mail, you also can vote by mail using the proxy card included with the materials. Finally, you can vote online at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.virtualshareholdermeeting.com/IPI2025.

If you decide to vote by attending the Annual Meeting, a summary of the information you need to attend the Annual Meeting online is provided below:

If you are a beneficial holder, you can vote prior to the Annual Meeting by following the voting instructions you received from your broker, bank, or other nominee in the mail or by email. If you have not received this information from your broker, bank, or other nominee, please contact them as soon as possible.

If you do not give your broker, bank, or other nominee instructions as to how to vote, under the rules of the New York Stock Exchange (“NYSE”), your broker, bank, or other nominee may not vote your shares on any of the proposals without your instructions, other than the ratification of the appointment of our independent registered public accounting firm. Please be sure to return your voting instructions to your broker, bank, or other nominee so that your vote is counted. The voting deadlines and availability of telephone and internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instructions card and any other materials that you receive from that organization.

As the beneficial holder, you may attend the Annual Meeting as a “Guest” at www.virtualshareholdermeeting.com/IPI2025, but you may not vote your shares online or otherwise participate at the Annual Meeting unless you have requested and obtained a valid proxy from your bank, broker, or other nominee.

If you hold shares both as a stockholder of record and as a beneficial holder, you must vote separately for each set of shares.

Most of our stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. There are some important distinctions between shares held of record and those owned beneficially.

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are the stockholder of record for those shares and are receiving proxy materials directly from us.

If your shares are held in a stock brokerage account, by a bank, or other nominee (commonly referred to as being held in “street name”), you are the beneficial holder of those shares. Your broker, bank, or other nominee is the stockholder of record and has forwarded proxy materials to you as beneficial holder. If your shares are held in “street name,” you should direct your bank, broker, or other nominee on how to vote your shares according to the voting instructions your bank, broker, or other nominee has provided to you, or, if you wish to vote at the Annual Meeting, you must contact your broker, bank, or other nominee to obtain a valid proxy. Without a valid proxy from your bank, broker, or other nominee, you may join the Annual Meeting as a “Guest,” but you will not be able to vote or ask questions.

If you are a stockholder of record, you may change your vote at any time prior to the vote at the Annual Meeting by taking any of the following actions:

If you are a beneficial holder, you may change your vote by submitting new voting instructions to your broker, bank, or other nominee following the instructions they provided to you. If you have received a valid proxy from your bank, broker, or other nominee, you may also vote online at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions.

Whether you are a stockholder of record or a beneficial owner of shares held in street name, your attendance at the Annual Meeting online will not, by itself, automatically revoke your proxy.

A quorum of stockholders is necessary for any action to be taken at the Annual Meeting (other than adjournment or postponement of the Annual Meeting). A quorum exists if stockholders holding a majority of the voting power of our issued and outstanding capital stock are present at the Annual Meeting in person (including by means of remote communication) or by proxy. If you submit a properly completed proxy, even if you abstain from voting, your shares will be counted for purposes of determining the presence of a quorum. Broker non-votes (described below) also will be counted for purposes of determining the presence of a quorum if the broker, bank or other nominee uses its discretionary authority to vote on at least one routine matter under NYSE rules.

Your shares will be voted in accordance with your properly submitted instructions.

If you are a stockholder of record and you submit a duly executed proxy but do not include voting instructions on a matter, your shares will be voted in favor of each of the nominees named in Proposal 1, and in favor of each of Proposals 2 and 3, in accordance with the recommendations of our Board. If any other matters are properly presented for a vote at the Annual Meeting or any adjournment or postponement thereof, your shares will be voted in the discretion of the named proxies.

If you are a beneficial holder and you do not provide voting instructions to your broker, bank, or other nominee, that organization will determine if it has the discretionary authority to vote your shares on the particular matter. Under NYSE rules, these organizations have the discretion to vote your shares on routine matters, such as the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025 (Proposal 2). However, they do not have the discretion to vote your

shares on non-routine matters, including the other proposals up for a vote (Proposals 1 and 3). The unvoted shares are called “broker non-votes.” Shares that constitute broker non-votes are considered present for purposes of determining a quorum but are not considered votes cast on the particular matter.

Our Board recommends that you vote:

Any properly authorized proxy as to which no instructions are given will be voted in accordance with the foregoing recommendations.

We will pay all costs of soliciting proxies. We have retained Alliance Advisors, LLC to assist in the solicitation of proxies. We expect to pay $13,500 to Alliance Advisors, LLC for its services, plus reimbursement of reasonable expenses. The solicitation may be made personally or by mail, phone, email, or other electronic communication. In addition, our officers, directors, and employees, without additional compensation, may solicit proxies using any of these methods. We will send proxy materials or additional soliciting materials to banks, brokers, other institutions, nominees, and fiduciaries. These organizations will then forward the materials to the beneficial holders of our shares. On request, we will reimburse these organizations for their reasonable expenses in forwarding these materials.

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

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:

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.

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 17^th 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.

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.

Biographical information for our directors continuing in office is set forth below.

The Audit Committee of our Board has appointed KPMG LLP (“KPMG”) to serve as our independent registered public accounting firm for the year ending December 31, 2025, and our Board is asking our stockholders to ratify this appointment. Stockholder approval or ratification is not required to appoint KPMG; however, our Board believes that submitting the appointment of KPMG to stockholders for ratification is good corporate governance. If stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain KPMG. If the selection of KPMG is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that a change would be in the best interest of Intrepid and our stockholders.

In selecting KPMG, the Audit Committee considered several factors, including the following:

KPMG has served as our independent registered public accounting firm since 2007. To our knowledge, neither KPMG nor any of its members has any direct or material indirect financial interest in Intrepid or any connection with Intrepid in any capacity other than as independent public accountants. A representative of KPMG is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.

We paid the following fees to KPMG for the audit of our consolidated financial statements and for other services provided in the years ended December 31, 2024 and 2023. All of these services and fees were pre-approved by the Audit Committee pursuant to the pre-approval policy and procedures set forth below.

Audit fees include fees associated with the annual audit of our consolidated financial statements and internal control over financial reporting; the review of our periodic reports; accounting consultations; services related to, or required by, statute or regulation, such as consents; and other audit services related to SEC and other regulatory filings. Tax fees represent fees for tax consulting services. The Audit Committee has concluded that the provision of these non-audit services is compatible with maintaining the independence of KPMG.

Under its charter, the Audit Committee is responsible for approving the fees and any other significant compensation paid to our independent accountants and pre-approving any non-audit services to be performed by our independent accountants. The pre-approval requirement may be waived only if the non-audit services meet a de minimis exception allowed by law. In carrying out this responsibility, the Audit Committee follows the following general procedures:

The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities with respect to (a) the integrity of Intrepid’s financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (b) the qualifications, independence, and performance of Intrepid’s independent registered public accounting firm, (c) the performance of Intrepid’s internal audit function, and (d) other matters as set forth in the charter of the Audit Committee approved by the Board.

Management is responsible for Intrepid’s financial statements and the financial reporting process, including the systems of internal controls and disclosure controls and procedures. KPMG LLP (“KPMG”), as Intrepid’s independent registered public accounting firm, is responsible for performing an independent audit of Intrepid’s financial statements in accordance with generally accepted auditing standards and its internal control over financial reporting and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee reviewed and discussed with management and KPMG the audited consolidated financial statements of Intrepid for the year ended December 31, 2024. The Audit Committee also discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures, the letter from KPMG required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of Intrepid be included in Intrepid’s Annual Report on Form 10-K for the year ended December 31, 2024, that was filed with the SEC.

The Audit Committee

 

Mary E. McBride (Chair)

Gonzalo M. Avendano

Chris A. Elliott

Hugh E. Harvey, Jr.

Lori A. Lancaster

Barth E. Whitham

William M. Zisch

We are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. This proposal is often called a “say-on-pay” vote. We encourage you to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement and the summary compensation and other tables that follow the CD&A. These sections provide information about our executive compensation program.

We are asking stockholders to approve the following non-binding resolution:

RESOLVED, that the compensation paid to Intrepid’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative discussion, is hereby APPROVED.

The say-on-pay vote, which is required by Section 14A of the Securities Exchange Act of 1934, gives our stockholders the opportunity to express their views on the compensation of our executives. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our executives and the principles, policies, and practices described in this proxy statement. As an advisory vote, the outcome of the vote is not binding on us, our Board, or the Compensation Committee. Our Board and Compensation Committee expect to consider the outcome of the vote when making future executive compensation decisions. At our 2024 Annual Meeting, our stockholders expressed support for the compensation of our executives, with 86% of the votes cast for advisory approval of our executive compensation.

At our 2023 Annual Meeting of Stockholders, our stockholders supported, on an advisory basis, holding the say-on-pay vote on an annual basis. After considering stockholder support for an annual say-on-pay vote, our Board determined to hold the say-on-pay vote annually. Accordingly, we hold a say-on-pay vote at each of our annual meetings.

Our Board is comprised of a majority of independent directors. Our Board has determined that each of Gonzalo M. Avendano, Chris A. Elliott, Hugh E. Harvey, Jr., Lori A. Lancaster, Mary E. McBride, Barth E. Whitham, and William M. Zisch is an independent director under the rules of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”) and do not have any material relationship with us other than their position as directors and stockholders. In making these determinations, our Board considered past employment, remuneration, and all other relationships with Intrepid, as well as the specific independence tests set forth in the NYSE’s director independence rules. As our Chief Executive Officer, Kevin S. Crutchfield is not considered an independent director under SEC and NYSE rules.

Our Bylaws provide for but do not require separation of the roles of Chief Executive Officer and Board Chair, and our Board believes it is in our best interests to make that determination based on circumstances from time to time. Currently, the roles of Board Chair and Chief Executive Officer are separated. Mr. Whitham serves as the Chair of the Board, where he has served since July 2024, and Mr. Crutchfield has served as our Chief Executive Officer, since December 2024. Prior to being elected as Chair, Mr. Whitham served as our Lead Independent Director since September 2020.

Our Board believes that our current leadership structure and the composition of our Board protect stockholder interests and provide independent oversight, while also providing outstanding leadership and direction for our Board and management. All of our directors other than our Chief Executive Officer are “independent” under NYSE standards, as more fully described above. Our Board believes that having an outside, independent director serve as Chair is the most appropriate leadership structure for the Board, as it enhances our Board’s independent oversight of management and strategic planning, reinforces our Board’s ability to exercise its independent judgment to represent stockholder interests, and strengthens the objectivity and integrity of our Board. Moreover, our Board believes an independent Chair can more effectively lead our Board in objectively evaluating the performance of management, including the Chief Executive Officer, and guide our Board through appropriate governance processes. Our Board may modify the structure as it deems appropriate based on the needs of the Company.

Our Board has an active role, as a whole and at committee levels, in overseeing the assessment and management of the Company’s exposure to various risks. Our Board oversees management of risks associated with accounting, financial reporting, cybersecurity, operations, health, safety, and the environment. Our Board, in coordination with the Audit Committee, oversees our risk management program. The risk management program includes engaging in regular risk assessments to inform our long-term strategic business plans. The Audit Committee and management are actively involved in reviewing our information security strategies and updating these strategies as risks evolve. While each standing Board committee is responsible for overseeing the management of risks relating to its area of oversight, the entire Board is regularly informed about these risks through committee meeting attendance or committee reports.

We are exposed to a number of risks and we regularly undertake a risk management review to identify and evaluate risks throughout our Company and to develop plans to manage these risks effectively. We also have established a compliance program, including our Code of Business Conduct and Ethics and ancillary statements and policies, and have appointed a Chief Compliance Officer to manage the compliance program. In this capacity, our Chief Compliance Officer reports directly to the Audit Committee.

The Audit Committee oversees the management of accounting, financial reporting, cybersecurity, and financial risks, and the management of our compliance program. The Audit Committee oversees our procedures for the receipt, retention, and treatment of complaints we receive regarding accounting, internal accounting controls, or audit matters. We have established a website and phone number for employees and others to use to report, on a confidential and anonymous basis if desired, any violation of Intrepid’s Code of Business Conduct and Ethics, including complaints regarding accounting or auditing matters, workplace

discrimination, and workplace harassment. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. The Governance Committee manages risks associated with director independence and potential conflicts of interest, as well as environmental, health, and safety risks.

Stockholders and other interested parties who wish to communicate with our Board, including our independent or nonemployee directors as a group, our Chair of the Board, or any other individual director, may do so by submitting a written communication to our Chair of the Board at the following address:

Attn: Chair of the Board

Intrepid Potash, Inc.

707 17th Street, Suite 4200

Denver, CO 80202

Communications can be made anonymously and confidentially using this method. A copy of communications received will be forwarded to our General Counsel and retained for a reasonable period of time. Our Chair of the Board may discuss these communications with our legal counsel, independent advisors, nonemployee directors, or management and may take other action or no action as he determines in good faith, using reasonable judgment and discretion.

We believe that stock ownership by our directors and executives aligns their interests with the interests of our other stockholders. Our Board has established stock ownership guidelines that encourage these individuals to own meaningful amounts of our common stock. Each covered individual is expected to own Intrepid common stock with a value at least equal to a specified multiple of his or her then-current annual salary or annual cash retainer, subject to a phase-in period. Ownership value is measured based on the greater of market or acquisition value. After the phase-in period, the individual may not enter into any transaction (including a sale of shares received through equity incentive awards) that would result in non-compliance, excluding the withholding of shares to cover taxes due upon the vesting of an award. In addition, during any period of noncompliance, the individual is expected to retain ownership of at least 50% of the total number of shares received from the exercise of stock options, excluding any shares withheld to cover taxes and any shares sold or netted to pay the exercise price, until the ownership level has been achieved. The Compensation Committee may waive these guidelines if compliance would place a severe hardship on an individual. All our directors and executives are in compliance with the stock ownership guidelines or are within the applicable phase-in period.

The table below summarizes our stock ownership guidelines:

We have adopted an insider trading policy applicable to our directors, officers, and employees that sets forth procedures reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards (the “Insider Trading Policy”). Our directors and executives are subject to various trading restrictions under our Insider Trading Policy. These individuals may enter transactions involving our securities only during quarterly trading periods and must receive our permission before entering into these transactions. Derivative transactions may allow a person to own our securities without the full risks and rewards of ownership and, as a result, the person may no longer have the same objectives as other holders of our securities. Accordingly, pursuant to our Insider Trading Policy, our directors and executives must receive pre-approval for any

transaction in derivative securities, and only receive approval when they do not involve this risk. Directors and executives are prohibited from engaging in short sales relating to our securities. A copy of the Insider Trading Policy is included as an exhibit in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The Company does not allow pledging its securities as collateral except under special circumstances approved by Intrepid’s Audit Committee. Any exceptions approved by the Audit Committee in which a director or executive officer wishes to pledge Intrepid securities as collateral for a loan shall include, among other conditions, a clear demonstration of the director’s or executive officer’s financial capacity to repay the loan without resort to the pledged Intrepid securities. No officer or director currently has any Company securities pledged as collateral for a loan.

We operate daily with our stakeholders in mind. We are committed to managing the risks and opportunities that arise from sustainability issues. Intrepid has an unwavering commitment to sustainability and being a responsible environmental steward. In July 2024, we published our 2024 Sustainability Report. We encourage you to read our 2024 Sustainability Report and learn more about our strategy, efforts, and goals relating to sustainability issues and our commitment to our stakeholders, by reviewing information related to these efforts, which can be found at www.intrepidpotash.com/esg/.

Our Board met thirty-three times in 2024. Except for Mr. Jornayvaz, who was on a medical leave of absence, each director attended (in-person or virtually) at least 75% of the total number of meetings of: (i) our Board (held during the period for which such person has been a director) and (ii) the committees of our Board on which such person served (during the periods that such person served). While we do not have a formal policy requiring our directors to attend stockholder meetings, directors are invited and encouraged to attend meetings of stockholders. All directors, except Mr. Jornayvaz, who was on a medical leave of absence, attended our 2024 Annual Meeting of Stockholders. Our independent and nonemployee directors meet regularly in executive session without management present. Mr. Whitham, our Chair of the Board, presides over executive sessions.

Our Board has three standing committees: the Audit, Compensation, and Governance Committees. In September 2024, our Board dissolved the Strategy Committee, and in March 2025, our Board reassigned the responsibilities of the prior Environmental, Health, Safety, and Sustainability Committee to the Nominating and Corporate Governance Committee and the Compensation Committee. Our Board then amended the Nominating and Corporate Governance Committee’s name to the Nominating, Corporate Governance, Safety, and Sustainability Committee to appropriately capture the committee’s expanded responsibilities.

Each Board committee is comprised solely of independent directors. As necessary, each of these committees meets in executive session without management present. The charters for these committees are available on our website at www.intrepidpotash.com. The information contained on, or accessible through, our website is not part of, or incorporated by reference in, this proxy statement.

In March 2025, our Board reorganized the committee member assignments as set forth below. Prior to March 2025, all independent directors served on every committee. The following table sets forth the current chairperson and members of each committee, and the number of meetings held by each applicable committee in 2024.

The Audit Committee assists our Board in fulfilling its responsibilities to the Company and its stockholders relating to the accounting and financial reporting processes and the audit of our financial statements. The Audit Committee oversees management’s processes and activities related to maintaining the reliability and integrity of our accounting policies, financial reporting practices, and financial statements; the assessment of the independent registered public accounting firm’s qualifications and independence; and compliance with laws and regulations and the requirements of the NYSE. The Audit Committee is solely responsible for the engagement of our independent registered public accounting firm and reviews the quarterly and annual financial results. The Audit Committee reviews the audit plan and the results of the audit with the independent registered public accounting firm and reviews its independence, the range of audit fees, the scope and adequacy of our system of internal accounting controls, and our risk management policies. Our Audit Committee oversees our risk management program, including the management of cyber threats, which includes reviewing and updating our information and cybersecurity strategies. The Audit Committee also has oversight responsibility for our internal audit function. Our Director of Internal Audit reports directly to the Audit Committee. Our Audit Committee members are prohibited from serving on more than two other audit committees of public companies.

Our Board has determined that each member of the Audit Committee is financially literate in accordance with the rules of the NYSE and is independent under the NYSE’s director independence standards and applicable SEC standards. In addition, our Board has determined that each of Ms. McBride and Ms. Lancaster qualifies as an “audit committee financial expert” as defined by SEC rules.

The Compensation Committee assists our Board in discharging its responsibilities relating to the compensation of our executives and directors; administers our equity incentive plans; and has overall responsibility for evaluating and approving (or recommending for approval to our Board) all compensation plans, policies, and programs that affect our executives and directors. You can find more information about the Compensation Committee’s role in setting executive compensation below under the heading “Compensation Discussion and Analysis.” The Compensation Committee may form and delegate responsibility to subcommittees

as it deems necessary or appropriate, provided that any subcommittee must meet all applicable independence requirements. Our Board has determined that each member of the Compensation Committee is independent under the NYSE’s director independence standards and applicable SEC rules.

The Governance Committee reviews the overall composition of our Board, identifies individuals qualified to become members of our Board, and recommends to our Board the director nominees for the next Annual Meeting of Stockholders. The Governance Committee oversees the evaluation of our Board and management succession plans; reviews our policies and practices on corporate governance, including our Corporate Governance Guidelines; and recommends to our Board any changes it deems necessary. The Governance Committee also oversees, reviews and makes recommendations to management regarding the Corporation’s policies, performance, and reporting on environmental, health, safety, sustainability, and social responsibility matters. Our Board has determined that each member of the Governance Committee is independent under the NYSE’s director independence standards.

You can find copies of our governance-related materials, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, and the charters of the Audit Committee, Compensation Committee, and Governance Committee in the investor relations section of our website at www.intrepidpotash.com. Copies of these materials also are available in print to any stockholder who requests them by sending a written request to the following address:

Corporate Secretary

Intrepid Potash, Inc.

707 17th Street, Suite 4200

Denver, CO 80202

The following table sets forth certain information about our executive officers, as of April 17, 2025:

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.

This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the 2024 compensation of our named executive officers. For 2024, our named executive officers were:

When we refer to our “executives” or “named executive officers” throughout this proxy statement, we mean the four individuals named above. You can find biographical information for our current executive officers on our website and above under the heading “Executive Officers.”

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”.

Our compensation program for our named executive officers is designed to meet the following primary objectives:

We emphasize pay for performance for our executive officers in several ways:

At our 2024 Annual Meeting of Stockholders, stockholders expressed support for the compensation of our executives, with 86% of the votes cast for advisory approval of our executive compensation. Our Compensation Committee believes this affirms our stockholders’ support of our performance-based approach to executive compensation, including the establishment of challenging performance measures. The Compensation Committee will continue to consider and discuss the results of future advisory votes on executive compensation and make appropriate changes to executive compensation based on stockholder feedback.

Our 2024 compensation program is made up of the following direct compensation elements:

We also provide employee benefits and perks, as well as certain severance and change-in-control protection benefits, that are designed to attract, retain, and preserve productivity of our named executive officers. Please refer to the information under the heading “Employee Benefits,” below for additional details on these benefits.

The Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“F.W. Cook”) as its independent compensation consultant for 2024. F.W. Cook periodically collects and analyzes market data to provide a competitive reference on pay levels, structure, and performance alignment for executives and directors. F.W. Cook may also advise the Compensation Committee on other executive and director compensation matters and general compensation trends.

Outside of its role as independent compensation consultant, F.W. Cook does not provide any other services to us or our management and does not have any other direct or indirect business relationships with us or our management. The Compensation Committee has assessed the independence of F.W. Cook and concluded that its engagement does not raise any conflicts of interest.

While market data provided by an independent compensation consultant can be a useful guide in setting executive compensation, the Compensation Committee believes that a successful compensation program also requires that the Compensation Committee apply its own judgment and subjective determination to reconcile the program’s objectives with the realities of rewarding and retaining our executives and to measure the individual performance of our executives. In this regard, the Compensation Committee asks the Chief Executive Officer to make recommendations about the compensation to be paid to other executives. The Compensation Committee believes it is valuable to consider the recommendations of our Chief Executive Officer with respect to these matters. Our Board or the Compensation Committee make all compensation decisions regarding our Chief Executive Officer without his participation.

While the Compensation Committee is solely responsible for the appointment of the independent compensation consultant and for approving executive compensation, management supports the work of the Compensation Committee and the independent compensation consultant. In addition, at the request of the Compensation Committee, members of management meet periodically with the Compensation Committee regarding the design of our compensation programs and other compensation matters. The members of the Compensation Committee meet regularly in executive sessions outside the presence of management.

The Compensation Committee uses peer company market data to guide its review of the total compensation of our executives. Our 2024 peer group was made up of publicly traded, natural resources companies based in the U.S. that generally had revenues and market capitalizations ranging from about 0.25 times to 6.0 times our revenue and market capitalization at the time the peer group was constructed. The Compensation Committee approved the peer group used to inform the 2024 compensation decisions in December 2023. In 2024, Amplify Energy Corporation, Natural Resource Partners LP, and Riley Exploration Permian, Inc. were added to the peer group. These entities replaced Compass Minerals International, Earthstone Energy Corporation, Hecla Mining Company, and Trecora Resources, which were used to inform 2023 compensation decisions. The 2024 peer group was adjusted to ensure it continues to provide relevant pay comparisons based on size and industry. The 2024 peer group consists of the following companies:

During 2024, the Compensation Committee approved the following changes to executive salaries, which were generally at or below the median of the peer group:

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.

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.

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.

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.

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.

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:

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.

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.

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:

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.

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 90^th trading day after January 1, 2025.

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.

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.

In connection with the sudden and unexpected medical leave of absence of Mr. Jornayvaz, the Compensation Committee and our Board awarded cash retention payments to Mr. Preston and Ms. Sheehan. The payments were in connection with an interim increase in their leadership and roles, particularly for Mr. Preston as he was Acting PEO and Chief Financial Officer, while our Board addressed the loss of the Chief Executive Officer and began the search that culminated in Mr. Crutchfield's employment as CEO in December 2024. Mr. Preston and Ms. Sheehan were each paid $50,000 per month and $25,000 per month, respectively, from the commencement of Mr. Jornayvaz’s medical leave until the effective date of Mr. Crutchfield’s appointment as Chief Executive Officer.

In addition, on April 10, 2024, the Compensation Committee granted an additional equity award of 14,137 restricted shares to Mr. Preston as consideration for his continued service as Chief Financial Officer. The award vests in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment.

Our employees, including executives, are eligible for various employee benefits, including medical and dental insurance, group life insurance, accidental death and disability insurance, health and dependent care flexible spending accounts, a 401(k) plan, and paid time off. We generally match 100% of an employee’s 401(k) deferrals up to a specified percentage of compensation or as limited by law. In addition, executives are entitled to the payment or reimbursement of supplemental long-term disability insurance premiums. We also provide relocation assistance to new executives and certain other employees. These benefits are generally consistent with the benefits provided by other companies of our size and help us remain competitive in attracting and retaining our executive talent.

Our executives are eligible for a gym membership allowance and paid parking or mass transit. These benefits are generally consistent with the benefits we provide to our Denver-based employees. For 2024, executives were also eligible for a reimbursement for regular physical examinations, including a tax reimbursement under certain circumstances. We believe that these benefits are appropriate and help us retain and reward our executive talent and also believe that it is in our best interests for our executives and other employees to be in good health.

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:

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.”

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.

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.

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.”

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.

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.

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.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2024.

The Compensation Committee

Hugh E. Harvey, Jr. (Chair)

Chris A. Elliott

Mary E. McBride

Barth E. Whitham

2024 Summary Compensation Table

The following table sets forth the total compensation earned for services rendered during the years shown by our named executive officers as of December 31, 2024.