Andrei Karkar
About Andrei Karkar
Independent director of TMC since September 2021 (previously director of DeepGreen since March 2019). Age 47. He is CEO of ERAS Holdings (the Karkar family office) since 2014 and serves as chair of TMC’s Compensation Committee. Education: B.A., Georgetown University. His background centers on principal investing and advisory roles across public and private companies, with current private board roles in the UK and Estonia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DeepGreen Metals | Director | Mar 2019 – Sep 2021 | Board oversight prior to TMC business combination |
| TMC the metals company | Director | Sep 2021 – Present | Compensation Committee Chair; Nominating & Corporate Governance Committee member |
| ERAS Holdings (Karkar Family Office) | Chief Executive Officer | 2014 – Present | Leads family office investments; major shareholder in TMC via ERAS |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CognitionX (UK) | Director | Jul 2019 – Present | Private company board |
| Shepherd OÜ (Estonia) | Board Member | Not disclosed start date | Private company board |
Board Governance
- Independence: Board determined Karkar is “independent” under SEC/Nasdaq rules; one of five independent nominees in 2025 .
- Committee assignments: Compensation Committee Chair (with Andrew Greig); Nominating & Corporate Governance Committee member . July 2025 special proxy reaffirms: Compensation Committee Chair; member of Nominating & Corporate Governance .
- Attendance: In 2024, no director attended fewer than 75% of board and committee meetings on which they served (Karkar satisfied attendance) .
- Board/Committee activity (FY2024): Board (8 meetings); Audit (5); Compensation (2); Nominating & Corporate Governance (2); Sustainability & Innovation (4) .
Fixed Compensation
| Component (FY2024) | Amount/Terms |
|---|---|
| Annual director cash retainer | $90,000 |
| Committee chair/member fees | Comp Chair $15,000; Nom/Gov member $5,000; other committee fees per policy |
| Fees earned by Karkar (FY2024) | $110,000 (cash/fees) |
| Equity (annual grant) | $100,000 in RSUs (68,027 units) for FY2024 |
| Payment method change | Majority of directors elected RSUs in lieu of Q4’24 cash retainers; RSUs vested immediately after May 29, 2025 AGM |
Performance Compensation
Directors receive annual RSUs; awards are not tied to operating or market performance metrics (they vest time-based or at the next AGM).
| Item | Detail |
|---|---|
| Annual Director RSUs | $100,000 grant; 68,027 units granted in 2024 |
| Vesting | Annual grants vest on the date of TMC’s next annual general meeting following grant; initial director grants vest in thirds over three years |
| Performance metrics | None disclosed for director RSUs (time-based vesting) |
Other Directorships & Interlocks
| Type | Entity | Relationship/Role | Notes |
|---|---|---|---|
| Major shareholder | ERAS Capital LLC | Karkar controls ERAS; 17.9% beneficial owner as of Apr 3, 2025 (see Equity Ownership) | |
| Related-party financing | Unsecured Credit Facility with ERAS and CEO (Gerard Barron) | Entered Mar 22, 2024; initial limit $20M ($10M each), later amended to $44M (Mar 26, 2025); $2.5M drawn as of proxy date | |
| 2023 Registered Direct Offering | ERAS participation | ERAS purchased $10M of common shares and Class A warrants (Aug 14, 2023 offering) |
Governance controls: TMC maintains a written related person transaction policy with Audit Committee oversight to review, approve or ratify related person transactions, evaluating factors such as arm’s-length terms and company benefit .
Expertise & Qualifications
- CEO, ERAS Holdings (family office) with broad investing and advisory experience .
- Board leadership: Chair of Compensation Committee at TMC .
- International board exposure (UK, Estonia) .
- Education: B.A., Georgetown University .
Equity Ownership
| Beneficial Ownership | Apr 3, 2025 (O/S: 358,705,212) | Jun 30, 2025 (O/S: 397,155,318) |
|---|---|---|
| Total beneficial shares | 65,799,817 (18.1%) | 65,850,382 (16.4%) |
| Direct holdings | 220,966 | 307,956 |
| Options exercisable within 60 days | 642,613 | 674,215 |
| RSUs that may vest within 60 days | 68,027 | Not separately quantified in July 2025 table |
| ERAS common shares | 60,953,495 | 60,953,495 |
| ERAS warrants (common) | 1,414,716 | 1,414,716 |
| ERAS Class A warrants | 2,500,000 (19.99% cap on exercise) | 2,500,000 |
Ownership alignment:
- Stock ownership guidelines: Non-employee directors required to hold 2x annual retainer; as of Dec 31, 2024, all non-employee directors met thresholds or were within the five-year grace period .
- Hedging/pledging: Insider trading policy prohibits hedging and pledging of company stock .
Compensation Committee Analysis
- Composition: Andrei Karkar (Chair), Andrew Greig (member) .
- Independent advisor: FW Cook served as the committee’s independent compensation consultant in 2024; committee affirmed FW Cook’s independence and no conflicts; FW Cook advised on pay levels and program design .
- Clawback: Compensation Committee administers TMC’s SEC/Nasdaq-compliant clawback policy for executive officers .
Governance Assessment
- Alignment and influence: Karkar is a significant beneficial owner (16–18%) and chairs the Compensation Committee, signaling strong ownership alignment but also heightened influence over governance levers tied to pay and incentives .
- Related-party exposure (RED FLAG): ERAS’s $10M participation in the Aug 2023 equity/warrant financing and the multi-amendment unsecured credit facility with ERAS (aggregate limit increased to $44M by Mar 26, 2025) create recurrent related-party touchpoints. These require ongoing robust Audit Committee oversight and director recusal where appropriate under the related person transaction policy .
- Independence and attendance: The Board classifies Karkar as independent under SEC/Nasdaq rules; he met attendance expectations (>75% in 2024). Nonetheless, investors may scrutinize independence given his large ownership and financing ties; transparency and consistent application of recusal and audit oversight mitigate this risk .
- Director pay mix and skin-in-the-game: 2024 pay split between cash fees ($110k) and equity ($100k RSUs), with directors broadly electing RSUs in lieu of Q4’24 cash. Stock ownership guidelines and prohibition on hedging/pledging support alignment .
- Committee leadership: As Compensation Committee Chair with an independent consultant retained, process quality appears supported; however, perceptions of influence due to ERAS ownership and lending activity should be proactively addressed through enhanced disclosures on recusals and related-party approvals .
Director Compensation (FY2024)
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Andrei Karkar | 110,000 | 100,000 | 210,000 |
Outstanding director equity at 12/31/2024:
- Options: 769,020 outstanding (mix of legacy DeepGreen STIP/LTIP structures) .
- Unvested RSUs: 68,027 .
Related Party Transactions (Karkar-linked)
| Date/Period | Transaction | Terms/Amounts | Notes |
|---|---|---|---|
| Aug 14, 2023 | Registered Direct Offering | ERAS purchased 5,000,000 common shares and 2,500,000 Class A warrants for $10M total | Related-party purchase |
| Mar 22, 2024 (amended Nov 14, 2024; Mar 26, 2025) | Unsecured Credit Facility with ERAS and CEO | Initial $20M ($10M each lender); increased to $44M; interest SOFR+4% cash (5% PIK); $2.5M drawn as of proxy; maturity extended to Jun 30, 2026 with potential extensions | Audit Committee oversight per related person policy |
Policy: All related person transactions are reviewed under TMC’s written policy by the Audit Committee, assessing arm’s-length terms and company benefit .
Summary Signals for Investors
- Positive: High ownership alignment; attendance; use of independent comp consultant; explicit stock ownership guidelines; prohibition on hedging/pledging; clawback policy administered by Compensation Committee .
- Risks/Red Flags: Recurring related-party financing and prior primary/warrant purchase by ERAS; concentration of influence as a large holder chairing Compensation Committee. Continued disclosure on recusals and independent committee approvals is important to maintain investor confidence .