Brendan May
About Brendan May
Brendan May (age 51 as of April 18, 2025) is an independent director at TMC, serving since May 2024 and currently chairs the Sustainability and Innovation Committee. He is chairman and founder of Robertsbridge (formed in 2010), a sustainability consultancy; Deputy Chairman at Stonehaven (acquired Robertsbridge in 2019); former CEO of the Marine Stewardship Council (1999–2004); and holds an M.A. in Philosophy, Politics & Economics from the University of Oxford. Six of ten TMC board members are independent under SEC/Nasdaq rules, including May .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marine Stewardship Council (MSC) | Chief Executive | 1999–2004 | Oceans sustainability leadership |
| Weber Shandwick | Managing Director, Global Sustainability Practice | Five years (dates not disclosed) | Built corporate sustainability advisory practice |
| Rainforest Alliance | European Chairman | Not disclosed | NGO governance (European region) |
| Ethical Corporation | Contributing Editor | Not disclosed | Corporate responsibility commentary |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robertsbridge | Chairman & Founder | Founded in 2010; consulting to TMC since April 2023 | Leads sustainability advisory; Robertsbridge provides services to TMC |
| Stonehaven | Deputy Chairman | Since 2019 acquisition of Robertsbridge | Strategic oversight; Robertsbridge owned by Stonehaven |
| Cargill Forest & Land Use Sustainability Advisory Panel | Chairman | Stepped down after four years | Oversight of forest & land use sustainability |
Board Governance
- Committee assignments: Chair, Sustainability & Innovation Committee; committee membership includes May (Chair), Christian Madsbjerg, and Amelia Kinahoi Siamomua (with expectation that Sheila Khama would join after the 2025 election) .
- Independence: TMC states six of ten directors are independent, including May, under SEC/Nasdaq definitions .
- Lead Independent Director and executive sessions: Andrew Greig serves as Lead Independent Director; independent directors meet in executive sessions without Gerard Barron (CEO/Chair) and Stephen Jurvetson (Vice Chair) .
- Committee activity: Sustainability & Innovation Committee met four times in 2024, indicating ongoing engagement .
- Tenure: Director since May 2024 .
Fixed Compensation
| Component | Policy Amount | Brendan May – 2024 Actual |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | $61,154 (pro-rated; see 2024 fees earned) |
| Sustainability & Innovation Committee Chair Retainer | $15,000 | Included in fees earned (total fees above) |
| Committee Member Retainers (other committees) | $5,000 (Comp/Nominating/Sustainability), $7,500 (Audit); Chair: $15,000 (Comp/Nominating/Sustainability), $22,500 (Audit) | Not applicable beyond chair role disclosed |
| Payment Method Update | Majority of directors elected RSUs in lieu of cash retainers beginning Oct 1, 2024 (RSUs granted May 2025, vested immediately) | Applied board-wide policy; individual election not separately itemized |
Performance Compensation
| Grant Type | 2024 Shares | 2024 Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Initial Director RSU Grant | Not disclosed (aggregate outstanding RSUs shown below) | $100,000 | Equal annual installments over three years from grant | Granted first business day after appointment |
| Annual Director RSU Grant | 68,027 RSUs | $100,000 | Vests on the date of the annual general meeting following grant | Granted first business day after annual meeting |
| Consulting RSU Grant | 17,241 RSUs | Not stated | Vested March 1, 2025 | Granted under consulting agreement Feb 26, 2024 |
| Total Stock Awards (2024) | — | $200,000 (Initial + Annual grants) | As above | May’s 2024 stock awards include both Initial and Annual grants |
- Performance metrics tied to director compensation: None disclosed for director RSUs; vesting is time-based (no TSR/EBITDA metrics cited for director equity). LTIP performance triggers described in the proxy apply to certain director options under legacy DeepGreen plans, but May is shown with no options outstanding .
Other Directorships & Interlocks
- No other public company directorships are disclosed for May in the available excerpts; his primary external roles are with Robertsbridge and Stonehaven as noted above .
Expertise & Qualifications
- More than 25 years in sustainability across NGO leadership and corporate advisory; clients include global brands (Nestlé, Unilever, Cargill, Tesco, Primark, TotalEnergies, among others), reflecting deep stakeholder and ESG experience relevant to TMC’s operating context .
- Academic credentials: M.A. (PPE), University of Oxford .
- Prior chairmanship of Cargill’s Forest & Land Use Sustainability Advisory Panel, indicating board-level advisory experience in complex environmental domains .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Brendan May | 267,095 | <1% | Based on 358,705,212 shares outstanding as of April 3, 2025 |
| Unvested RSUs (Director Grants) | 136,054 | — | Excludes 17,241 consulting RSUs that vested 3/1/2025 |
| Options | 0 | — | No options listed for May among outstanding director awards |
| Pledged/Hedged Shares | Not disclosed | — | No pledging/hedging disclosure for May in available excerpts |
Governance Assessment
- Strengths: Independent status under SEC/Nasdaq rules; chairs Sustainability & Innovation Committee with documented 2024 activity; deep ESG domain expertise aligned to TMC’s sustainability-sensitive operations; board-wide move to accept RSUs in lieu of cash retainers in late 2024 indicates equity alignment .
- Related-party exposure (RED FLAG): Robertsbridge (founded by May; owned by Stonehaven, where May is Deputy Chairman) has provided consulting services to TMC since April 2023, with payments totaling $304,065 in 2023 and $122,050 in 2024; May also had a personal consulting agreement (Feb–May 2024) at $8,750 per month plus 17,241 RSUs that vested on March 1, 2025. This creates potential conflicts of interest and heightened scrutiny for committee oversight and vendor relationships .
- Compensation mix: May’s 2024 director compensation was primarily equity-based ($200,000 stock awards vs. $61,154 cash fees), supporting alignment but the concurrent consulting RSUs require careful board-level conflict management and disclosure controls .
- Oversight considerations: May’s chair role over sustainability while his firm provides sustainability consulting to TMC necessitates robust recusal practices and independent review processes to maintain investor confidence; the proxy discloses committee charter and independent executive sessions, which partially mitigate risks .