Gonzalo Avendano

About Gonzalo M. Avendano

Gonzalo M. Avendano (age 57) is an independent Class I director of Intrepid Potash, appointed January 14, 2025; his term expires at the 2027 annual meeting. He is a finance and wealth management veteran (30+ years) with a Bachelor in Law from the University of Buenos Aires; he currently serves as an Investment Advisor at Clearway Capital Management and owns/operates Haras Patagones SRL (Argentina) . The Board has determined he is independent under SEC and NYSE rules .

Past Roles

External Roles

• No other current public company directorships disclosed for Avendano in IPI’s 2025 proxy .

Board Governance

• Class I director; appointed January 14, 2025; term to 2027 meeting .
• Committee assignments: as of appointment, Audit, Compensation, Nominating & Corporate Governance (NCG), and Environmental, Health, Safety & Sustainability (EHSS) . As of the 2025 proxy, listed on Audit and the renamed Nominating, Corporate Governance, Safety, and Sustainability (NCGSS) Committee; EHSS was dissolved March 25, 2025 and NCG was renamed NCGSS .
• Independence: Board determined Avendano (and 6 of 8 directors) independent under SEC/NYSE rules .
• Engagement signals: Signed IPI’s 2024 Form 10‑K on March 4, 2025 and S‑3/A on January 29, 2025 as a director .

Committee Assignment Timeline

Ownership Guidelines

• Nonemployee Directors must hold stock equal to 4x annual cash retainer within 5 years; company states all directors are in compliance or within phase‑in .

Fixed Compensation

• For nonemployee directors (2024 program; in effect at his appointment and subject to pro‑ration through 2025 annual meeting per 8‑K):
  • Annual cash retainer: $90,000 .
  • Additional annual cash retainer: Chair of the Board $75,000 .
  • Committee chair retainers (2024): Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $7,500; EHSS $7,500; Strategy $10,000 .
  • Effective Jan 1, 2025: Nominating & Corporate Governance Chair and EHSS Chair increased from $7,500 to $10,000; EHSS Committee later dissolved Mar 25, 2025 (chair fees prorated) .
  • Cash retainers paid quarterly .
• Avendano will receive the same nonemployee director compensation on a pro‑rata basis for service from Jan 14, 2025 to the 2025 annual meeting .

Performance Compensation

• Standard equity for nonemployee directors: annual restricted stock grant with one‑year vesting, grant value $85,000 (granted at first Board meeting after Annual Meeting) .
• Change‑in‑control and other vesting: director restricted stock vests upon death, disability, or a qualifying change in control .
• One‑time grant: In Sept 2024, the Board approved a one‑time restricted stock grant valued at $24,992 for all nonemployee directors, vesting the earlier of May 25, 2025 or earlier termination; also vests upon death, disability, or qualifying change in control .
• Pro‑ration: Avendano’s 8‑K specifies pro‑rated director compensation for partial service period to the 2025 annual meeting .

Note: Director equity is time‑based (no performance metrics) .

Other Directorships & Interlocks

• No additional public company board roles for Avendano disclosed in IPI’s proxy .
• Clearway Capital Management (where Avendano is an Investment Advisor) was party to a Cooperation Agreement with IPI; Investor Group agreed to standstill, voting commitments, and non‑disparagement through a period ending 30 days before the last day of the advance notice window for the 2027 meeting .

Expertise & Qualifications

• Capital markets and wealth management expertise; prior senior roles at Lehman Brothers, Deutsche Bank, UBS .
• Legal training: Bachelor in Law, University of Buenos Aires .
• Agriculture sector operating exposure via Haras Patagones SRL .
• Brings perspective of advisor to one of IPI’s largest stockholders (Clearway) .

Equity Ownership

• Section 16 Initial Statement (Form 3, filed Jan 23, 2025) discloses indirect holdings and disclaimers of beneficial ownership (except pecuniary interest): 1,203,222 shares held by Clearway Capital Management LLC (wholly owned by Clearway Trust); 8,000 shares by spouse; 3,725 shares by children .
• Beneficial ownership table in 2025 proxy (as of Apr 7, 2025) lists Avendano with 1,040 shares (<1%); Company states no pledging by directors/executives .

• Clearway ownership context: Clearway owned approximately 9% at the time of appointment; the 2025 proxy shows “Clearway Capital Management Ltd.” at 9.0% (1,203,222 shares) as of Apr 7, 2025 .

Related Party / Conflicts Assessment

• Cooperation Agreement: Investor Group (including Clearway) agreed to standstill, voting commitments, and non‑disparagement through the defined standstill period; the agreement covers 2025 and 2026 meetings and extends to 30 days before the nomination window for 2027 .
• Independence: Board determined Avendano is independent; no family relationships; no Item 404(a) related‑party transactions disclosed for Avendano .
• Pledging/Hedging: Company states, in ownership tables, no pledging by directors/officers (as of Apr 7, 2025) .

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 say‑on‑pay approval was 86% “for” .

Insider Filings / Trades

Governance Assessment

• Strengths:

  • Independent director with deep capital markets expertise and legal training; adds shareholder perspective given Clearway affiliation .
  • Immediate integration across key committees at appointment (Audit; Compensation; NCG; EHSS), later streamlined to Audit and NCGSS; suggests active role in oversight .
  • Robust ownership alignment framework (4x retainer within 5 years) and no pledging noted; company‑wide compliance or within phase‑in .
  • Constructive investor agreement (standstill and voting commitments) reduces activism risk and potential board disruption through the 2027 window .

• Watch Items / Potential RED FLAGS:

  • Clearway affiliation: While independence is affirmed and no Item 404 transactions disclosed, Avendano’s role as advisor to a ~9% holder creates an interlock risk to monitor, especially on capital allocation and strategic actions; mitigated by cooperation agreement terms .
  • Limited attendance history: Appointed in 2025; attendance data for 2024 does not apply. Monitor 2025/2026 attendance and engagement once disclosed (not in current filings) .

• Compensation Alignment:

  • Director pay mix is balanced (cash + time‑vested RS) with no performance metrics; equity is subject to one‑year vesting and accelerates only under standard conditions (death/disability/CIC). Avendano’s 2025 compensation is pro‑rated due to mid‑cycle appointment .

• Additional Engagement Signals:

  • Signed the 10‑K (Mar 4, 2025) and S‑3/A (Jan 29, 2025), indicating prompt participation in board responsibilities post‑appointment .