Form 4: TMC Director Andrew Hall Receives Significant Restricted Stock Unit Grant

TMC the metals Co Inc. Director Andrew Hall was granted 66,508 restricted stock units, increasing his beneficial ownership to 359,267 common shares, as disclosed in a recent SEC Form 4 filing.

Summary

• Andrew Hall, a Director of TMC the metals Co Inc. (TMC), acquired 66,508 common shares on June 4, 2025.
• The acquisition was in the form of Restricted Stock Units (RSUs) granted under the Issuer's 2021 Equity Incentive Plan, with a reported price of $0.00 per share.
• Each RSU represents the right to receive one common share, and the RSUs are subject to vesting on the third anniversary of the grant date, contingent on Mr. Hall's continued service.
• Following this transaction, Andrew Hall's total beneficial ownership in TMC the metals Co Inc. stands at 359,267 common shares.

Sentiment

Score: 7

Explanation: The grant of RSUs to a director is generally a positive indicator of alignment and retention strategy, though it represents a routine compensation event rather than a major strategic or financial announcement.

Positives

• The grant of 66,508 Restricted Stock Units to Director Andrew Hall aligns his long-term interests with those of the company's shareholders.
• This equity compensation demonstrates the company's commitment to incentivizing and retaining key personnel through its 2021 Equity Incentive Plan.

Risks

• The vesting of the granted Restricted Stock Units is contingent upon the Reporting Person's continued service, meaning the shares are not immediately owned outright and could be forfeited if service ceases before vesting.

Future Outlook

The grant of Restricted Stock Units with a three-year vesting period indicates a strategic approach to long-term retention and incentivization of the company's director, aligning future performance with equity ownership and the company's 2021 Equity Incentive Plan.

Management Comments

• The grant of Restricted Stock Units to Director Andrew Hall is executed under the Issuer's 2021 Equity Incentive Plan, a mechanism designed to incentivize and retain key personnel.

Industry Context

Equity compensation, such as Restricted Stock Units, is a widely adopted practice across various industries, including the metals and mining sector, serving as a crucial tool to align the interests of directors and executives with long-term shareholder value and to foster retention within competitive talent markets.

Comparison to Industry Standards

• The utilization of Restricted Stock Units (RSUs) as a form of equity compensation is a standard and prevalent practice among publicly traded companies, comparable to compensation structures observed in other resource and technology firms globally.
• The specified vesting schedule, typically spanning several years, is also common industry practice, aiming to ensure sustained commitment from executives and directors, mirroring approaches seen at major mining companies like Rio Tinto or BHP, as well as technology companies that extensively use RSUs.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of RSUs aligns the director's interests with long-term shareholder value, as the ultimate value of this compensation is directly tied to the company's stock performance.
• Employees: The company's use of an equity incentive plan for directors can signal a broader commitment to performance-based compensation, potentially influencing or reinforcing incentive structures for other employees.

Next Steps

• The Restricted Stock Units granted to Andrew Hall are scheduled to vest on the third anniversary of the grant date, contingent upon his continued service to the company.

Key Dates

Recommendation

Keywords

TMC the metals Co Inc., TMC, SEC Form 4, Restricted Stock Units, RSUs, equity compensation, insider transaction, director ownership, Andrew Hall