SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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Chairman & Chief Executive Officer
![[MISSING IMAGE: lg_tmc-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001798562/000110465925068870/lg_tmc-bw.jpg)
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Chairman & Chief Executive Officer
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1111 West Hastings Street, 15th Floor
Vancouver, British Columbia V6E 2J3
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 28, 2025
THE SPECIAL MEETING TO BE HELD ON AUGUST 28, 2025
Name and Address of Beneficial Owner
|
| |
Number of
Common Shares(1) |
| |
Percentage
of Shares Beneficially Owned (%) |
| ||||||
Directors and Executive Officers: | | | | | | | | | | | | | |
Gerard Barron(2)
|
| | | | 22,794,289 | | | | | | 5.7% | | |
Craig Shesky(3)
|
| | | | 1,981,624 | | | | | | * | | |
Christian Madsbjerg(4)
|
| | | | 931,360 | | | | | | * | | |
Andrew C. Greig(5)
|
| | | | 5,015,913 | | | | | | 1.3% | | |
Andrew Hall(6)
|
| | | | 270,388 | | | | | | * | | |
Sheila Khama(7)
|
| | | | 298,633 | | | | | | * | | |
Andrei Karkar(8)
|
| | | | 65,850,382 | | | | | | 16.4% | | |
Erika Ilves(9)
|
| | | | 3,237,061 | | | | | | * | | |
Stephen Jurvetson(10)
|
| | | | 1,846,667 | | | | | | * | | |
Brendan May(11)
|
| | | | 129,864 | | | | | | * | | |
Michael Hess(12)
|
| | | | 6,666,666 | | | | | | 1.7% | | |
Alex Spiro(13)
|
| | | | — | | | | | | * | | |
All Directors and Executive Officers of the Company as a
Group (13 Individuals)(14) |
| | | | 110,773,681 | | | | | | 27.6% | | |
Five Percent Holders: | | | | | | | | | | | | | |
ERAS Capital LLC(15)
|
| | | | 64,868,211 | | | | | | 16.2% | | |
Allseas Group S.A(16)
|
| | | | 59,196,934 | | | | | | 14.8% | | |
Korea Zinc Company, Ltd.(17)
|
| | | | 26,491,557 | | | | | | 6.6% | | |
Compensation Element
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| |
Primary Purpose
|
| |
Performance
Period |
| |
Details
|
|
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.
|
|
| | | 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 2024, 2023 and 2022, at the election of the Company, 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
|
| | 3 years | | |
For 2024, 2023 and 2022, grants were in the form of RSUs that vest one-third per year over three years.
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|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
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Gerard Barron,
Chief Executive Officer |
| | | | 2024 | | | | | | 696,042 | | | | | | 574,234 | | | | | | 1,851,557 | | | | | | 69,604 | | | | | | 3,191,437 | | |
| | | 2023 | | | | | | 565,000 | | | | | | 508,500 | | | | | | 1,381,651 | | | | | | 150,500 | | | | | | 2,605,651 | | | ||
Craig Shesky
Chief Financial Officer |
| | | | 2024 | | | | | | 500,000 | | | | | | 412,500 | | | | | | 724,283 | | | | | | 50,000 | | | | | | 1,686,783 | | |
| | | 2023 | | | | | | 412,500 | | | | | | 309,375 | | | | | | 540,468 | | | | | | 41,250 | | | | | | 1,303,593 | | | ||
Erika Ilves
Chief Strategy Officer |
| | | | 2024 | | | | | | 487,000 | | | | | | 401,775 | | | | | | 724,283 | | | | | | 48,700 | | | | | | 1,661,758 | | |
| | | 2023 | | | | | | 433,333 | | | | | | 325,000 | | | | | | 540,468 | | | | | | 109,333 | | | | | | 1,408,134 | | |
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Option Awards
|
| |
Stock Awards
|
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Name
|
| |
Effective
Grant Date |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(1) |
| |
Option
Exercise Price ($) |
| |
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
|
| | | | 9/9/2021 | | | | | | 3,473,586 | | | | | | — | | | | | | 0.65 | | | | | | 6/1/2028 | | | | | | — | | | | | | — | | |
| | | 9/9/2021 | | | | | | 604,458 | | | | | | 2,275,334 | | | | | | 0.65 | | | | | | 6/1/2028 | | | | | | — | | | | | | — | | | ||
| | | 3/20/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 959,480(4) | | | | | | 1,074,618 | | | ||
| | | 3/20/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,276,936(4) | | | | | | 1,430,168 | | | ||
| | | 4/16/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000,000(5) | | | | | | 22,400,000 | | | ||
Erika Ilves
|
| | | | 9/9/2021 | | | | | | 1,099,968 | | | | | | — | | | | | | 0.65 | | | | | | 6/1/2028 | | | | | | — | | | | | | — | | |
| | | 9/9/2021 | | | | | | 262,109 | | | | | | 1,011,259 | | | | | | 0.65 | | | | | | 6/1/2028 | | | | | | — | | | | | | — | | | ||
| | | 3/20/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,325(4) | | | | | | 420,364 | | | ||
| | | 3/20/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 499,505(4) | | | | | | 559,446 | | | ||
Craig Shesky
|
| | | | 9/9/2021 | | | | | | 405,251 | | | | | | — | | | | | | 8.64 | | | | | | 6/1/2028 | | | | | | — | | | | | | — | | |
| | | 9/9/2021 | | | | | | — | | | | | | 252,814 | | | | | | 0.65 | | | | | | 6/1/2028 | | | | | | — | | | | | | — | | | ||
| | | 3/20/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,325(4) | | | | | | 420,364 | | | ||
| | | 3/20/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 499,505(4) | | | | | $ | 559,446 | | |
Position
|
| |
Retainer
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| |||
Lead independent director
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| | | $ | 30,000 | | |
Audit committee chairperson
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| | | $ | 22,500 | | |
Audit committee member
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| | | $ | 7,500 | | |
Compensation committee chairperson
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| | | $ | 15,000 | | |
Compensation committee member
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| | | $ | 5,000 | | |
Nominating and corporate governance committee chairperson
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| | | $ | 15,000 | | |
Nominating and corporate governance committee member
|
| | | $ | 5,000 | | |
Sustainability and innovation committee chairperson
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| | | $ | 15,000 | | |
Sustainability and innovation committee member
|
| | | $ | 5,000 | | |
Name
|
| |
Fees
Earned ($) |
| |
Stock
Awards ($)(1) |
| |
Total
($) |
| |||||||||
Andrew Hall
|
| | | $ | 106,236 | | | | | $ | 100,000 | | | | | $ | 206,236 | | |
Sheila Khama
|
| | | $ | 108,764 | | | | | $ | 100,000 | | | | | $ | 208,764 | | |
Andrei Karkar
|
| | | $ | 110,000 | | | | | $ | 100,000 | | | | | $ | 210,000 | | |
Amelia Kinahoi Siamomua
|
| | | $ | 95,000 | | | | | $ | 100,000 | | | | | $ | 195,000 | | |
Christian Madsbjerg
|
| | | $ | 114,368 | | | | | $ | 100,000 | | | | | $ | 214,368 | | |
Andrew Greig
|
| | | $ | 125,000 | | | | | $ | 100,000 | | | | | $ | 225,000 | | |
Brendan May
|
| | | $ | 61,154 | | | | | $ | 200,000(2) | | | | | $ | 261,154 | | |
Name
|
| |
Aggregate
Number of Shares Underlying Outstanding Options(1) |
| |
Number of
Shares or Units of Stock That Have Not Vested(2) |
| ||||||
Andrew Hall
|
| | | | | | | | | | 68,027 | | |
Sheila Khama
|
| | | | | | | | | | 68,027 | | |
Andrei Karkar
|
| | | | 769,020 | | | | | | 68,027 | | |
Amelia Kinahoi Siamomua
|
| | | | | | | | | | 68,027 | | |
Christian Madsbjerg
|
| | | | 716,916 | | | | | | 68,027 | | |
Andrew Greig
|
| | | | 716,916 | | | | | | 99,773 | | |
Brendan May
|
| | | | | | | | | | 136,054(3) | | |
| | |
(a)
|
| |
(b)
|
| |
(c)
|
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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
|
| | | | 62,198,105(1) | | | | | $ | 1.21(2) | | | | | | 10,648,622(3) | | |
Equity compensation plans not
approved by security holders |
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 62,198,105 | | | | | $ | 1.21 | | | | | | 10,648,622 | | |
APPROVAL OF AN ORDINARY RESOLUTION APPROVING AN AMENDMENT TO OUR 2021 INCENTIVE EQUITY PLAN TO INCREASE THE SHARE POOL FOR EQUITY INCENTIVE GRANTS UNDER THE PLAN
(Notice Item 1)
Name and Position or Group
|
| |
Options
|
| |
RSUs
|
| ||||||
Gerard Barron, Chairman and Chief Executive Officer(1)
|
| | | | — | | | | | | 26,351,748 | | |
Craig Shesky, Chief Financial Officer
|
| | | | — | | | | | | 2,668,219 | | |
Erika Ilves, Chief Strategy Officer
|
| | | | — | | | | | | 2,737,277 | | |
All current executive officers as a group
|
| | | | — | | | | | | 33,641,823 | | |
All current directors who are not executive officers as a group
|
| | | | 3,440,000 | | | | | | 1,904,226 | | |
All employees, including all current officers who are not executive officers, as a group
|
| | | | 750,000 | | | | | | 18,685,098 | | |
Name and Position or Group
|
| |
Options(1)
|
| |
RSUs(1)
|
| ||||||
Gerard Barron, Chairman and Chief Executive Officer
|
| | | | — | | | | | | — | | |
Craig Shesky, Chief Financial Officer
|
| | | | — | | | | | | — | | |
Erika Ilves, Chief Strategy Officer
|
| | | | — | | | | | | — | | |
All current executive officers as a group
|
| | | | — | | | | | | — | | |
Michael Hess, director(2)
|
| | | | 5,000,000 | | | | | | 7,737,530 | | |
Alex Spiro, director(3)
|
| | | | — | | | | | | 1,750,000 | | |
All current directors who are not executive officers as a group(4)
|
| | | | 5,000,000 | | | | | | 9,487,530 | | |
Brian Paes-Braga, consultant(5)
|
| | | | 1,500,000 | | | | | | 2,428,147 | | |
All employees, including all current officers who are not executive officers, as
a group |
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1111 West Hastings Street, 15th Floor
Vancouver, British Columbia V6E 2J3
July 18, 2025
(As amended by the Board of Directors through July 8, 2025)
2021 INCENTIVE EQUITY PLAN
Terms of Grant of Options to United States Employees
U.S. SUB-PLAN TO THE
TMC THE METALS COMPANY INC.
2021 INCENTIVE EQUITY PLAN
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