Andrew Greig
About Andrew Greig
Andrew C. Greig has served on TMC’s board since October 3, 2022 and is the Lead Independent Director. He is founder and Senior Director of ACAC Innovation Pty Ltd and spent 34 years at Bechtel Group, including President of the Mining & Metals global business unit (2001–2006), Managing Director of Bechtel Australia, Group HR Manager, Senior Vice President and Director; he sat on Bechtel’s board from 2011 until his departure. He holds a Graduate Diploma in Business from Monash University, Melbourne.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bechtel Group, Inc. | President, Mining & Metals GBU | 2001–2006 | Led strategy and execution across 14 countries; unit peaked at 55,000 personnel and >$5B annual revenue |
| Bechtel Group, Inc. | Managing Director, Australia; Group HR Manager | Not disclosed | Senior leadership of regional operations and global HR |
| Bechtel Group, Inc. | Senior Vice President; Director | SVP (2001), Director (from 2011) | Corporate board member; enterprise oversight |
| Brass LNG Project (Nigeria) | Project Director | Not disclosed | Major project leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ACAC Innovation Pty Ltd | Founder; Senior Director | Not disclosed | Private company leadership |
| Bechtel Group, Inc. | Director | 2011–(until leaving Bechtel) | Corporate board experience |
Board Governance
- Lead Independent Director; determined independent under SEC/Nasdaq rules (2024, 2025).
- Committee assignments: Compensation Committee member; Andrei Karkar (Chair).
- Attendance and engagement: In 2023 and 2024, the board met 8 times and committees met 16 and 21 times, respectively; no director attended fewer than 75% of applicable meetings; all directors attended the annual meetings.
- Executive sessions: Independent directors regularly meet in executive session without the CEO (and without the Vice Chair in 2025).
- Compensation committee practices: FW Cook engaged as independent consultant; committee assessed no conflicts; committee administers clawback policy compliant with SEC/Nasdaq.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non‑employee director policy |
| Lead Independent Director retainer | $30,000 | Additional cash retainer |
| Compensation Committee member retainer | $5,000 | Additional cash retainer |
| Fees earned (FY2024) | $125,000 | Reported for Greig in director compensation table |
- Payment method change: In Q4 2024, most directors elected to receive RSUs in lieu of cash retainers; RSUs granted after the May 29, 2025 annual meeting, vested immediately.
Performance Compensation
| Award Type | Value/Grant Basis | Vesting | Metrics |
|---|---|---|---|
| Annual RSU grant | $100,000 per year | Vests on date of next annual shareholders’ meeting | No director‑specific performance metrics disclosed; time‑based vesting |
| Initial RSU grant (on joining board) | $100,000 | Equal annual installments over 3 years | Time‑based; service condition |
Outstanding equity awards for Andrew Greig (as of Dec 31, 2024):
| Metric | Value |
|---|---|
| Options outstanding (aggregate) | 716,916; includes STIP options (exercise price $0.52–$2.60; expiries Jan 27, 2026–Jun 30, 2028) and LTIP options (exercise price $0.65; expiry Jun 1, 2028) with vesting triggers tied to market cap milestones, ISA exploitation contract approval, and first commercial production |
| Unvested RSUs | 99,773 |
| Annual RSUs granted during 2024 | 68,027 (grant date fair value $100,000) |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| ACAC Innovation Pty Ltd | Private | Founder; Senior Director | No TMC‑specific related‑party transactions disclosed linked to Greig |
| Bechtel Group, Inc. | Private | Former Director | No current TMC transactional ties disclosed |
- Board‑level related party context: ERAS Capital LLC (linked to director Andrei Karkar) provided committed financing and credit facilities to TMC in 2023–2025; not specific to Greig but relevant to overall board conflicts oversight.
Expertise & Qualifications
- Major capital project leadership across mining and energy; enterprise HR and board governance experience; Bechtel SVP/Director tenure.
- Education: Graduate Diploma in Business (Monash University, Melbourne).
- Qualifications cited by TMC include project development, overseeing major capex programs, global HR leadership, and prior corporate board service.
Equity Ownership
| Metric | Apr 3, 2024 | Apr 3, 2025 | Jun 30, 2025 |
|---|---|---|---|
| Beneficial ownership (common shares) | 4,844,489 | 4,962,762 | 5,015,913 |
| Ownership % of SO | 1.5% | 1.4% | 1.3% |
| Components (Apr 3, 2024 disclosure) | 4,127,573 common shares; 716,916 options exercisable within 60 days; RSUs not vesting within 60 days excluded |
- Ownership guidelines: Non‑employee directors must hold 2× annual retainer within 5 years; as of Dec 31, 2024 all non‑employee directors met thresholds or were within grace period.
Insider Trades
| Filing Date | Transaction Date | Type | Shares Transacted | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|
| 2025‑06‑03 | 2025‑05‑30 | Award (RSUs/Common) | 22,371 | 4,447,919 | |
| 2025‑06‑03 | 2025‑05‑30 | Award (RSUs/Common) | 21,549 | 4,425,548 | |
| 2024‑06‑04 | 2024‑05‑31 | Award (RSUs/Common) | 68,027 | 4,403,999 | |
| 2024‑06‑04 | 2023‑05‑31 | Award (RSUs/Common) | 144,907 | 4,335,972 | |
| 2022‑10‑12 | 2022‑09‑30 | Award (RSUs/Common) | 95,238 | 4,191,065 | |
| 2022‑10‑12 | 2022‑09‑29 | Form 3 (Class H Special Shares) | 446,824 (reported) | N/A | |
| 2022‑10‑12 | 2022‑09‑29 | Form 3 (Common Shares) | — (initial) | 4,095,827 |
Say‑on‑Pay & Shareholder Feedback
| Meeting Date | Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| May 30, 2024 | Advisory approval of CEO/Chair compensation | 137,724,800 | 1,666,030 | 402,864 | 59,815,136 |
Governance Assessment
- Strengths: Lead Independent Director role; clear independence determinations; consistent attendance; use of independent compensation consultant (FW Cook) with no conflicts; director ownership guidelines with reported compliance or on track; compensation committee oversight of clawback.
- Alignment: Cash retainer plus equity grants; 2024 decision to take RSUs in lieu of cash retainers signals equity alignment and cash conservation amid financing needs.
- Potential conflicts and monitoring items:
- Board‑level related‑party financing from ERAS Capital LLC (linked to director Andrei Karkar) and credit arrangements with Allseas affiliates; Greig sits on Compensation Committee with Karkar—ensure continued independent oversight of transactions and executive pay.
- Combined CEO/Chair structure mitigated by Lead Independent Director and executive sessions; continue to assess board effectiveness and independence in practice.
- RED FLAGS:
- Related‑party financings (ERAS Capital LLC commitments and loans; Allseas working capital facility) require rigorous conflict‑management protocols; not directly tied to Greig but relevant to board governance risk.
- Liquidity signal from directors opting for RSUs in lieu of cash retainers in Q4 2024; monitor capital structure and subsequent equity issuance/award practices.
Overall, Andrew Greig brings deep project development and governance experience and serves as Lead Independent Director with Compensation Committee responsibilities; his compensation and equity holdings reflect standard TMC director policies, with recent equity‑in‑lieu cash choices aligning with shareholder interests but also indicating cash management priorities.