Alex Spiro

About Alex Spiro

Alex Spiro, age 42, was appointed to TMC’s board on June 16, 2025 and is a well-known U.S. litigator and investor with more than a decade advising Fortune 500 corporations and their chief executives on high-priority issues; he brings expertise in complex litigation, corporate governance, capital markets, and regulatory affairs . He entered into a four-year consulting agreement on June 12, 2025, under which he will provide strategic advisory services to TMC; as a result, he is not considered an independent director and will not serve on any board committees . Tenure start: June 16, 2025; independence status: not independent due to consulting compensation .

Past Roles

External Roles

Board Governance

• Board size: increased to ten directors on June 16, 2025; Spiro appointed to fill one of the new seats .
• Committees: Spiro will not serve on Audit, Compensation, Nominating & Governance, or Sustainability & Innovation committees due to his consulting arrangement .
• Independence mix: Post-appointments, six of ten directors are independent under SEC/Nasdaq rules; Spiro is not independent .
• Lead Independent Director: Andrew Greig; other committee leadership noted in proxy (Audit Chair: Andrew Hall; Compensation Chair: Andrei Karkar; NCG Chair: Christian Madsbjerg; Sustainability Chair: Brendan May) .
• 2024 attendance baseline: Eight board meetings and 21 committee meetings; no director attended fewer than 75% of meetings; all directors attended 2024 annual meeting (pre-dates Spiro’s appointment) .

Fixed Compensation

Performance Compensation

• Equity plan limits for non-employee directors: Annual total comp cap $500,000 (initial year $750,000), excluding consulting fees and awards for services other than in director capacity; Plan reserve increases and director-specific sublimit noted .
• Equity award timing: Company states awards are not timed around MNPI; LTIP grants generally in February; not specific to Spiro’s consulting RSUs .

Other Directorships & Interlocks

• No public company directorships or specific interlocks disclosed for Spiro in TMC filings reviewed .

Expertise & Qualifications

• Legal: High-profile litigator, complex litigation experience; advisor to Fortune 500 CEOs .
• Governance/Capital Markets/Regulatory: Broad experience across sectors including energy, technology, and mining; regulatory and public markets expertise .
• Strategic fit: Appointed as TMC advances U.S.-based strategy and regulatory engagement; expected to contribute legal and regulatory counsel .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold 2x annual retainer within five years; as of Dec 31, 2024 all covered directors met thresholds or were within grace period (Spiro joined in 2025; thus within initial grace period timing) .
• Hedging/pledging: Insider trading policy prohibits hedging transactions and pledging/borrowing arrangements involving TMC securities .

Governance Assessment

• Independence and committee impact: Spiro’s four-year consulting agreement renders him non-independent and bars him from serving on any board committees, limiting direct oversight contributions; board maintains majority independence (6 of 10) but adds a dependency on director-consultants for strategic advice .

• Compensation alignment: Consulting compensation is a single, large, time-based RSU grant vesting after four years; absence of performance conditions (e.g., TSR/EBITDA/regulatory milestones) creates potential misalignment with pay-for-performance principles for governance-sensitive roles .

• Ownership alignment: No beneficial ownership as of June 30, 2025; RSUs contingent and time-based; stock ownership guidelines exist but compliance status for Spiro not yet disclosed (joined 2025) .

• Related-party exposure: Consulting arrangement is a related-party relationship; company states Spiro has no other material interest in transactions requiring disclosure beyond the consulting agreement .

• Policy mitigants: Company-level clawback policy (SEC/Nasdaq-compliant) administered by Compensation Committee; director ownership guidelines; hedging/pledging prohibitions—helpful but do not convert consulting RSUs into truly performance-based compensation .

• RED FLAGS:

  • Not independent; consulting compensation for a sitting director; no committee assignments (reduces board effectiveness and independent oversight) .
  • Single large, time-based RSU grant without disclosed performance metrics; subject to future shareholder approval of Plan increase (approval risk and alignment risk) .
  • No disclosed personal ownership as of June 30, 2025; skin-in-the-game currently limited to contingent RSUs .

• Signals:

  • Strategic rationale emphasizes U.S. regulatory navigation and legal counsel; potential positive contribution to permitting and regulatory strategy execution .
  • Majority of directors elected RSUs in lieu of cash retainers in late 2024, indicating equity orientation at the board level (general context, not specific to Spiro) .