Craig Shesky
About Craig Shesky
Craig Shesky is Chief Financial Officer of TMC, serving since May 2021 with DeepGreen (predecessor to TMC) and continuing post–business combination; he has over 15 years’ experience in public investing, metals research and investment banking, including roles at King Street Capital (2008–2020) and Morgan Stanley (2006–2008). He holds a B.S. in Finance from the University of Notre Dame and was 41 as of April 3, 2025 . TMC is pre‑revenue and recorded net losses of $74.3M in Q2 2025 and $94.9M year‑to‑date through June 30, 2025, while advancing its U.S. seabed mining permitting strategy under DSHMRA; Shesky signed the April 29, 2025 8‑K announcing NOAA applications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| King Street Capital Management | Senior analyst covering global metals/mining | 2008–2020 | Led investments across electrification trends, nickel/copper markets, and complex legal-driven situations |
| Morgan Stanley | Analyst, Insurance & Asset Management Investment Banking | 2006–2008 | Transaction execution experience; foundation in capital markets |
| DeepGreen/TMC | Head of Financial Markets & Investor Relations; later CFO | Feb 2021–May 2021; CFO since May 2021 | Drove investor communications and financing; CFO through strategy pivot to U.S. DSHMRA regime |
External Roles
No external public company directorships or board committee roles disclosed for Shesky .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $412,500 | $500,000 |
| Target Bonus % of Salary | 75% target (STIP structure) | 75% target (STIP structure) |
| Actual Bonus ($) | $309,375 (paid in immediately‑vested RSUs) | $412,500 (paid in immediately‑vested RSUs) |
| All Other Compensation ($) | $41,250 | $50,000 |
| Total ($) | $1,303,593 | $1,686,783 |
Notes:
- 2024 STIP paid in immediately‑vested RSUs; 245,536 units granted based on $1.68 closing price at approval date (granted Mar 4, 2025; effective Mar 20, 2025) .
- 2023 STIP paid in immediately‑vested RSUs; 213,362 units granted based on $1.45 closing price on grant date (Feb 29, 2024; effective Mar 20, 2024) .
Performance Compensation
| Component | Metric/Terms | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Short‑Term Incentive (STIP) | Corporate short‑term objectives aligned to strategic plan + individual performance | Up to 100% of target | 75% of salary (CFO) | 2024: $412,500 in RSUs (245,536 units); 2023: $309,375 in RSUs (213,362 units) | 2024/2023 STIP RSUs immediately vested at grant |
| Long‑Term Incentive (LTIP) RSUs | Time‑based RSUs | n/a | Committee‑determined | 3/20/2024 grant: 499,505 units; 3/20/2023 grant: 375,325 units | One‑third per year over three years |
| Stock Options (DeepGreen Plan) | Two tranches: (i) $8.64 strike (exercisable) (ii) $0.65 strike (unexercisable) | n/a | Market & milestone triggers | 405,251 options exercisable @ $8.64; 252,814 options unexercisable @ $0.65 | Vesting triggers: 25% at $3B market cap; 35% at $6B market cap; 20% upon ISA exploitation contract; 20% at commencement of first commercial production; expire 6/1/2028 |
Equity Ownership & Alignment
| As‑of Date | Beneficial Ownership (Total) | Breakdown | Ownership % |
|---|---|---|---|
| Apr 3, 2025 | 1,918,420 common shares (includes 405,251 options exercisable within 60 days and 13,750 Class A warrants; excludes 252,814 unexercisable options and 1,145,790 RSUs not vesting within 60 days) | 1,499,419 common shares; 405,251 options exercisable; 13,750 Class A warrants | <1% (“*” less than 1%) |
| Jun 30, 2025 | 1,981,624 common shares (includes 468,455 options exercisable within 60 days and 13,750 Class A warrants; excludes 189,610 unexercisable options and 1,145,790 RSUs not vesting within 60 days) | 1,499,419 common shares; 468,455 options exercisable; 13,750 Class A warrants | <1% (“*” less than 1%) |
Additional alignment policies:
- Stock ownership guidelines require CFOs to hold at least 1× base salary in common shares; as of Dec 31, 2024, all covered executives met thresholds or were within the five‑year grace period .
- Insider trading policy prohibits short‑term trading, hedging, and borrowing/pledging of company stock .
- Clawback policy (SEC/Nasdaq‑compliant) mandates recovery of excess incentive‑based compensation in the event of covered restatements; no recovery triggered by 2024 revisions .
Employment Terms
- Agreement: Amended and restated employment agreement dated May 6, 2022 with The Metals Company USA, LLC; indefinite term .
- Compensation: Base salary $500,000; annual bonus targeted at 75% of salary (discretionary; STIP paid in RSUs in recent years); LTIP participation .
- Restrictive covenants: Non‑compete in North America; non‑solicit of customers and employees during employment and for six months thereafter .
- Severance (non‑CoC): If terminated without Cause or resigns for Good Reason, 6 months base salary + pro‑rata bonus; option expiry extension (subject to board approval); continued benefits as required by law .
- Enhanced severance upon CEO departure: 9 months base salary + 1 month per completed year since start up to 18 months; immediate vesting of RSUs that would have vested in the next 12 months (subject to approval); pro‑rata bonus; continued benefits as required by law .
- Change‑of‑Control (within 24 months): 12 months base salary + 1.5× prior year Employment Bonus; immediate vesting of all unvested equity awards (subject to agreeing to extend non‑compete to 12 months) .
Additional Disclosures Relevant to Shesky
- Litigation exposure: Shesky is named defendant in a securities class action (Lin v. TMC); the Court granted the Company’s motion to dismiss with leave to amend on June 18, 2025; a Second Amended Complaint is pending; outcome uncertain .
- Company financial posture: As of June 30, 2025, cash $115.8M; pre‑revenue; liquidity strategy includes equity offerings and strategic investment (e.g., Korea Zinc); outlook requires additional financing to fund operations over time .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Quantity | Terms |
|---|---|---|
| RSUs (3/20/2024) | 499,505 | Vest one‑third annually; market value $559,446 at $1.12 close |
| RSUs (3/20/2023) | 375,325 | Vest one‑third annually; market value $420,364 at $1.12 close |
| Options (Exercisable) | 405,251 @ $8.64; exp 6/1/2028 | DeepGreen Plan |
| Options (Unexercisable) | 252,814 @ $0.65; exp 6/1/2028 | Vest by market cap/ISA/production milestones |
Performance Compensation Structure Analysis
- Year‑over‑year mix: Cash component (base + STIP) increased with higher salary; equity component continues via LTIP RSUs and milestone‑based options; STIP paid in immediately‑vested RSUs to conserve cash (lower lock‑in vs deferred vesting), suggesting potential near‑term liquidity but less retention drag from STIP .
- Metrics: STIP emphasizes corporate priorities and individual performance (no revenue/EBITDA targets disclosed), consistent with pre‑revenue stage; LTIP RSUs are time‑based; legacy options include market cap and operational milestones (ISA contract, commercial production) aligning payoffs to strategic events .
- Clawback/hedging/pledging: Strong guardrails reduce misalignment risk and speculative activity .
Investment Implications
- Alignment: Shesky’s pay structure blends fixed cash with equity‑heavy incentives; time‑based LTIP RSUs promote retention, while milestone‑based legacy options tie upside to market capitalization and regulatory/operational milestones (ISA exploitation contract and first commercial production) . Insider policy prohibitions on hedging/pledging and stock ownership guidelines (CFO 1× salary) support alignment with shareholders .
- Retention risk and selling pressure: STIP awards vest immediately (2023–2024), offering liquidity; however, core LTIP RSUs vest over three years and options are milestone‑dependent, creating continued retention hooks. Actual insider selling requires Form 4 review not present in available filings; monitor future grants/vesting and any Form 4 activity to gauge pressure .
- Change‑of‑control economics: For CFO, CoC protections (12 months salary + 1.5× prior year bonus and immediate vesting) are moderate relative to peers and conditional on agreeing to an extended non‑compete, balancing protection with post‑deal retention .
- Execution context: Company remains pre‑revenue with substantial net losses while progressing U.S. permit applications (NOAA) under DSHMRA; compensation frameworks reflect pre‑commercial status and strategic milestones rather than financial KPIs. Continued financing dependence elevates execution risk; strategic investment (Korea Zinc) and cash balance provide runway, but permitting outcomes and system commercialization remain critical catalysts .