Andrew Hall
About Andrew Hall
Andrew Hall (age 61) is an independent director of TMC and serves as Audit Committee Chair; he has served on TMC’s board since September 2021. He is a former Group CFO of Siemens Wind Power and Siemens Gamesa and has extensive international leadership in renewable energy; he holds M.Sc. and B.Sc. degrees from the University of Cape Town and an MBA from London Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens Gamesa Renewable Energy SA | Group CFO | Apr 2017–Nov 2017 | Senior finance leadership in global renewables OEM |
| Siemens Wind Power GmbH & Co KG | Group CFO & Executive Director | Oct 2015–Mar 2017 | Finance leadership; board member |
| Siemens Holdings plc (Cluster North West Europe) | CFO & Board Member | 2012–2015 | Regional finance leadership |
| Siemens Ltd (Cluster Africa) | CFO & Board Member (Johannesburg) | 2008–2012 | Regional finance leadership |
| A2Sea AS | Board Member | 2015–2017 | Offshore wind installation (prior board) |
| Voith Hydro GmbH & Co KG | Board Member | 2015–2017 | Hydro power equipment (prior board) |
| Mimica Labs | Board Member | 2014–2017 | Technology (prior board) |
| Star Windco Limited | Board Member | Sep 2019–Apr 2023 | Wind services (prior board) |
| ComAP AS | Board Member | Jul 2021–Mar 2023 | Controls (prior board) |
| New Motion Labs Limited | Group CFO | Jun 2019–Jan 2024 | Industrial technology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Saxjo Limited | Managing Director | Jul 2018–present | Renewable energy consultancy |
| Time to Act Limited | Non-Executive Director | Oct 2018–present | Metal coatings (hydrogen/gas turbines) |
| Hero Future Energies Global Limited | Senior Independent Director | Feb 2019–present | Global renewables developer |
| Arctic Green Energy Corporation | Investor Director | 2022–present | Geothermal, Singapore |
| Zwei Wealth | Advisory Board Member | Oct 2022–present | Wealth management |
| Blackstone | Senior Advisor | Feb 2022–present | Asset management (advisor) |
| Eneus Energy Ltd. | Advisor | Aug 2022–present | Green ammonia developer |
No other public-company directorships in the last five years were listed for Hall in the proxy biography .
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under SEC/Nasdaq rules |
| Committee assignments | Audit Committee (Chair) |
| Financial expertise | Identified by the board as an “audit committee financial expert” with financial sophistication |
| Board/committee meetings (FY2024) | 8 board meetings; committees met 21 times; no director attended <75% of applicable meetings |
| Lead independent director | Andrew C. Greig (Lead Independent Director); independent executive sessions held consistent with Nasdaq requirements |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $90,000 | Non‑employee director policy |
| Audit Committee chair fee | $22,500 | Policy amount |
| Audit Committee member fee (if applicable) | $7,500 | Policy amount |
| FY2024 Fees Earned (Hall) | $106,236 | Actual fees paid/accrued in 2024 |
| Temporary deferral into RSUs | Elected by most directors beginning Oct 1, 2024; RSUs granted post-2025 AGM, vested immediately | Cash retainer paid in RSUs to conserve cash |
Performance Compensation
| Component | Grant Value | Vesting | Metrics/Notes |
|---|---|---|---|
| Annual RSU grant (standard for directors) | $100,000 | Vests on next AGM date following grant | Annual grant level per policy |
| FY2024 Stock Awards (Hall) | $100,000 | As above | Reported for 2024 |
| Outstanding RSUs at 12/31/2024 (Hall) | 68,027 units | Initial grants vest in thirds; annual RSUs vest on AGM date | Outstanding director awards table |
The director equity is time‑based; no performance metrics are applied to director RSUs .
Other Directorships & Interlocks
- No current U.S.-listed public-company directorships disclosed for Hall; external roles include advisory/director positions in private or non‑U.S. entities noted above .
- Compensation Committee uses independent consultant FW Cook; no consultant conflicts reported .
Expertise & Qualifications
- Former Group CFO at Siemens Wind/Siemens Gamesa; prior regional CFO/board roles at Siemens; deep finance and renewables operations expertise .
- Degrees: M.Sc. & B.Sc. (University of Cape Town), MBA (London Business School) .
- Designated audit committee financial expert by TMC’s board .
Equity Ownership
| Measure | Apr 3, 2025 | Jun 30, 2025 | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 250,993 [<1%] | 270,388 [<1%] | As reported in beneficial ownership tables |
| Unvested RSUs not vesting within 60 days | — | 88,879 units (excluded from beneficial ownership) | Director awards excluded if not within 60 days |
| Outstanding unvested RSUs at 12/31/2024 | 68,027 | — | Director outstanding awards table |
Alignment policies and controls:
- Stock ownership guidelines: non‑employee directors must hold 2x annual retainer within five years; as of 12/31/2024 all non‑employee directors met thresholds or are within the five‑year grace period .
- Insider trading policy prohibits short‑term trading, hedging, and pledging/borrowing against company stock, reinforcing alignment and limiting risk .
- Clawback policy adopted per SEC/Nasdaq; compensation recoverable following certain restatements .
Governance Assessment
- Strengths: independent Audit Chair with CFO pedigree; designated audit financial expert; full attendance compliance; mix of cash and equity with clear ownership guidelines; anti‑hedging/pledging controls and clawback policy support investor alignment .
- Potential conflicts/related‑party exposure: The proxy discloses related‑party transactions involving other directors (e.g., ERAS/Allseas facilities, consulting for Jurvetson/May), but no transactions naming Andrew Hall were disclosed, reducing conflict risk for Hall specifically .
- Watch items: Multiple external advisory roles (e.g., Blackstone, energy companies) warrant ongoing monitoring for any future business overlaps, though no interlocks or conflicts are disclosed at present .
Overall, Hall’s profile and committee leadership support board effectiveness in financial oversight, with solid attendance and alignment structures, and no Hall‑specific related‑party red flags disclosed .