Christian Madsbjerg
About Christian Madsbjerg
Independent director of TMC since September 2021; age 50 as of April 2025. Chair of the Nominating & Corporate Governance Committee; member of the Audit Committee and Sustainability & Innovation Committee. Background includes co-founding and leading ReD Associates, professorship at The New School, and service on the board of Fritz Hansen A/S; holds a master’s from the University of London in philosophy/political science .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ReD Associates | Director & Senior Partner | Aug 2007–present | Advises senior executives; applies human sciences in business |
| The New School for Social Research | Professor of Applied Humanities | Aug 2018–present | Academic leadership; humanities and business interface |
| Publications (Hachette/Harvard Business Press) | Author | 2014–2017 | Sensemaking; governance-relevant thinking for strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fritz Hansen A/S (Copenhagen) | Director | 2019–present | Non-U.S. board experience |
Board Governance
- Independence: Determined independent under SEC/Nasdaq rules in April 2025; part of majority-independent board. Audit Committee also composed solely of independent directors .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair; Sustainability & Innovation Committee member; roles reaffirmed in July 2025 board composition .
- Attendance: In 2024, no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Lead Independent Director is Andrew Greig; independent directors meet in executive session consistent with Nasdaq requirements .
Fixed Compensation
| Component | Amount/Policy | 2024 Actual |
|---|---|---|
| Annual cash retainer | $90,000 policy | Included in fees earned $114,368 |
| Committee fees | Audit Chair $22,500; Audit member $7,500; Comp Chair $15,000; Comp member $5,000; NCG Chair $15,000; NCG member $5,000; Sustainability Chair $15,000; Sustainability member $5,000 | Included in fees earned $114,368 |
| Fees earned (cash; some deferred to RSUs) | — | $114,368 |
| Payment method shift | Majority of directors elected to receive RSUs in lieu of cash beginning Oct 1, 2024; RSUs granted/vested immediately after May 29, 2025 annual meeting |
Performance Compensation
| Award Type | Grant/Outstanding | Vesting/Performance Metrics | Additional Terms |
|---|---|---|---|
| Annual RSUs (non-employee director) | $100,000 grant value; 68,027 RSUs in 2024 | Annual RSUs vest on date of next annual meeting | Policy provides $100,000 annual grant; $100,000 initial grant for new directors vest in thirds over 3 years |
| Options (DeepGreen Plan) | 716,916 options outstanding as of 12/31/2024 | Vesting tranches: 25% at $3.0B market cap; 35% at $6.0B market cap; 20% upon ISA exploitation contract; 20% on start of first commercial production | Exercise prices: $0.52–$2.60 for STIP options; $0.65 for LTIP options; expiry Jan 27, 2026–Jun 30, 2028 (STIP) and Jun 1, 2028 (LTIP) |
Other Directorships & Interlocks
- Public company boards: None disclosed for Madsbjerg in the last five years (TMC proxy biographies list only Fritz Hansen A/S and academic roles) .
- Interlocks/conflicts: No disclosed transactions involving Madsbjerg or his affiliated entities in “Certain Relationships and Related Person Transactions” sections for 2023–2025 .
Expertise & Qualifications
- Humanities-driven strategy expertise; published thought leader on sensemaking; advisor to senior executives. Formal education in philosophy/political science; Masters from University of London .
- Audit Committee member (not designated financial expert; committee chair is Andrew Hall) .
Equity Ownership
| Metric | Apr 3, 2025 (Shares Outstanding: 358,705,212) | Jun 30, 2025 (Shares Outstanding: 397,155,318) |
|---|---|---|
| Total beneficial ownership (shares) | 879,502 | 931,360 |
| Ownership % | <1% (indicated “*”) | <1% (indicated “*”) |
| Breakdown (direct shares) | 220,966 | 309,249 |
| Options exercisable within 60 days | 590,509 | 622,111 |
| RSUs vesting within 60 days | 68,027 | 22,371 (do not vest within 60 days; excluded) |
Stock ownership guidelines: Non-employee directors must hold 2x annual retainer within five years; as of Dec 31, 2024, all non-employee directors met thresholds or were within the grace period .
Hedging/pledging prohibitions: Insider trading policy forbids hedging, short sales, pledging/borrowing against company shares, and short-term speculative trades .
Governance Assessment
- Strengths: Independent director chairing Nominating & Corporate Governance; multi-committee service (audit and sustainability) supports board effectiveness; attendance meets expectations; ownership guidelines and anti-hedging policies enhance alignment .
- Alignment: Equity exposure via RSUs and legacy options with market/regulatory milestones (market cap, ISA exploitation, commercial production) ties director economics to strategic outcomes .
- Signals: Shift to RSUs in lieu of cash in late 2024 suggests cash conservation and increased at-risk pay; RSUs vested immediately post-annual meeting, balancing alignment and liquidity .
- Conflicts/RED FLAGS: No related-party transactions disclosed involving Madsbjerg; no pledging permitted; independence confirmed. No attendance shortfalls disclosed .
- Considerations: Not designated as audit committee financial expert; reliance on Hall for financial expertise; continued monitoring warranted as TMC enters commercialization phases .