Form 4: TMC Director Andrew Hall Receives Equity Compensation Through RSU Grants

TMC the metals company Inc. director Andrew Hall acquired 41,766 common shares through Restricted Stock Unit grants as part of his non-employee director compensation, with some vesting immediately and others scheduled for 2026.

Summary

• Andrew Hall, a Director of TMC the metals company Inc. (TMC), acquired a total of 41,766 common shares through two separate Restricted Stock Unit (RSU) grants on May 30, 2025.
• The first grant involved 19,395 common shares, which vested immediately upon issuance as non-cash compensation under the Issuer's Nonemployee Director Compensation Policy and 2021 Equity Incentive Plan.
• The second grant consisted of 22,371 common shares, also granted under the Director Compensation Policy and Equity Incentive Plan, which are scheduled to vest on the date of the Issuer's 2026 annual meeting of shareholders, subject to continued service.
• Following these transactions, Andrew Hall's direct beneficial ownership of TMC common shares increased to 292,759.
• The filing updates previous beneficial ownership information, noting that a prior Form 4 from November 21, 2024, should reflect 250,993 shares beneficially owned, leading to the current total after these new grants.

Sentiment

Score: 5

Explanation: Neutral, as it's a routine disclosure of director equity compensation and does not contain information that would significantly alter the company's financial outlook or operational status.

Positives

• The grants align the director's interests with those of shareholders by increasing his equity stake in the company.
• A portion of the RSUs (19,395 shares) vested immediately upon issuance, providing immediate equity ownership to the director.
• The compensation structure utilizes the company's existing 2021 Equity Incentive Plan and Nonemployee Director Compensation Policy, indicating a structured approach to executive and director remuneration.

Future Outlook

The document indicates that 22,371 Restricted Stock Units granted to Andrew Hall are scheduled to vest on the date of TMC's 2026 annual meeting of shareholders, contingent on his continued service.

Industry Context

The granting of Restricted Stock Units (RSUs) to non-employee directors as a form of compensation is a common practice across various industries, including the metals and mining sector, to attract and retain qualified board members and align their interests with long-term company performance.

Corporate Governance

Related Party Transactions

• Andrew Hall, a director of TMC the metals company Inc., received 41,766 common shares through Restricted Stock Unit grants from the company as part of his compensation under the Nonemployee Director Compensation Policy.

Stakeholder Impact

• Shareholders' ownership is minimally diluted by the issuance of new shares for director compensation, which is a standard practice aimed at aligning director and shareholder interests.

Next Steps

• Vesting of 22,371 Restricted Stock Units on the date of the Issuer's 2026 annual meeting of shareholders, subject to Andrew Hall's continued service.

Key Dates

Keywords

SEC Form 4, insider transaction, restricted stock units, equity compensation, director compensation, TMC the metals company, Rule 10b5-1, corporate governance