Erika Ilves
About Erika Ilves
Chief Strategy Officer of TMC since September 2021; previously DeepGreen’s Head of Strategy & Business Development from September 2018, with a background in machine learning and industrial robotics (co‑founder/Head of ML at OffWorld), lunar resource strategy (co‑founder/CSO at Shackleton Energy), and strategy consulting at McKinsey/TANDBERG. Education: LL.M. (Central European University), LL.B. magna cum laude (University of Tartu); attended Emory Law School as a research scholarship recipient. Age 46 as of April 2024 . TMC is pre‑revenue; 2025 YTD net loss was $279.4M, reflecting non‑cash items and share‑based awards, with no disclosed TSR targets or revenue/EBITDA performance metrics tied to her pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DeepGreen Metals (now TMC) | Head of Strategy & Business Development | Sep 2018–Sep 2021 | Built alliances with offshore partners/resource companies; led lifecycle impact studies and provenance strategy for “clean metals” category . |
| Shackleton Energy (co‑founder) | Chief Strategy Officer | Nov 2013–Nov 2016 | Built public‑private consortium to extract lunar water ice to fuel deep space missions, reducing mission costs . |
| TANDBERG (OSE‑listed; acquired by Cisco) | Chief Organization Officer | 2006–2007 | Developed leadership and sales capability for a 3,000+ global sales force/partner network . |
| McKinsey & Company | Strategy Consultant | 15 years (start date not specified) | Strategy/performance/operational transformations for financial institutions; founded Executive Office advising GCC governments on green economy transitions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OffWorld (co‑founder) | Director & Head of Machine Learning | Nov 2015–Dec 2018 | Led ML team to develop teachable mining robots (industrial robotics) . |
| Emory Law School | Research Scholar | 1999 | Legal scholarship; complements strategy/regulatory expertise . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $433,333 | $487,000 |
| Target Bonus (% of salary) | 50% | 50% |
| Actual Bonus Paid ($) | $325,000 (paid in immediately‑vested RSUs) | $401,775 (paid in immediately‑vested RSUs) |
| All Other Compensation ($) | $109,333 (benefits/pension) | $48,700 (benefits/pension) |
Performance Compensation
Short‑Term Incentive (STIP) – Paid in Immediately‑Vested RSUs
| Metric | 2023 | 2024 |
|---|---|---|
| STIP design | Corporate and individual objectives (specific weights/metrics not disclosed) | Corporate and individual objectives (specific weights/metrics not disclosed) |
| Target | 50% of base salary | 50% of base salary |
| Actual payout | $325,000 value; 224,138 RSUs granted (2/29/2024; effective 3/20/2024) | $401,775 value; 239,152 RSUs granted (3/4/2025; effective 3/20/2025) |
| Vesting | Immediately vested RSUs (cash conserved) | Immediately vested RSUs (cash conserved) |
Long‑Term Incentive (LTIP) – Time‑Vested RSUs
| Grant | Units | Vesting | Market Value Basis |
|---|---|---|---|
| 3/20/2023 LTIP RSUs | 375,325 | Vest one‑third each anniversary of effective grant date | Closing market price at grant (ASC 718) |
| 3/20/2024 LTIP RSUs | 499,505 | Vest one‑third each anniversary of effective grant date | Closing market price at grant (ASC 718) |
Option Awards (Legacy DeepGreen Plan; market/performance vesting)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Conditions |
|---|---|---|---|---|---|
| 9/9/2021 | 1,099,968 | — | $0.65 | 6/1/2028 | Market cap thresholds ($3B 25%; $6B 35%), ISA exploitation contract (20%), and first commercial production (20%) . |
| 9/9/2021 | 262,109 | 1,011,259 | $0.65 | 6/1/2028 | Same as above . |
Clawback Policy (SEC/Nasdaq‑compliant): Mandatory recovery of excess incentive‑based compensation upon certain restatements; March 2024 revisions required no recovery since no performance‑based awards were impacted .
Equity Ownership & Alignment
| Ownership Detail (as of 6/30/2025) | Amount |
|---|---|
| Direct common shares | 1,591,487 |
| Options exercisable within 60 days | 1,614,892 |
| Children’s shares (record‑held) | 30,682 |
| Options not exercisable within 60 days | 758,444 |
| RSUs not vesting within 60 days | 1,145,790 |
| Beneficial ownership % of outstanding shares | <1% |
- In‑the‑money value of exercisable options (illustrative as of 9/30/2025): 1,614,892 × ($6.37 share price − $0.65 strike) ≈ ~$9.24M .
- Pledging/Hedging: Prohibited (no short‑term trading; no hedging instruments; no pledging) per Insider Trading Policy .
- Stock Ownership Guidelines: Executive officers required to hold at least 0.5× base salary in shares; company disclosed all covered executives met thresholds or are within the five‑year grace period (as of 12/31/2024) .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement/Role | Amended & restated employment agreement (DeepGreen Metals UAE); effective May 9, 2022; Chief Strategy Officer; indefinite term . |
| Base Salary | $487,000 (reviewed annually) . |
| STIP Target Bonus | 50% of base salary; annual, at Board discretion . |
| LTIP Eligibility | RSUs/options subject to individual and company performance . |
| Non‑compete/Non‑solicit | For employment term + 6 months: non‑compete within CCZ; non‑solicit customers/employees . |
| Severance (without Cause / Good Reason) | 6 months base salary + pro‑rata STIP; option expiry extension up to 12 months for milestone‑based options (Board approval); statutory gratuity if applicable; continued benefits for minimum period required by law . |
| CEO Departure “Enhanced” Severance | If terminated/resigns for Good Reason following CEO resignation/termination/replacement: 9 months base salary in lieu of notice + 1 month per completed year of service (max total 18 months); immediate vesting of RSUs scheduled within 12 months; option expiry extension up to 12 months (Board approval); pro‑rata bonus; continued benefits . |
| Change‑of‑Control (CoC) | If terminated/resigns for Good Reason within 24 months of CoC: 12 months base salary + 1.5× prior year Employment Bonus; immediate vesting of all unvested equity; extension of non‑compete to 12 months post‑termination . |
| Benefits | Participation in standard benefit plans . |
Risk Indicators & Red Flags
- Equity Overhang and Share‑Based Expense: Significant 2025 grant activity (directors/consultants and employee retention RSUs with market price triggers) raised share‑based compensation ($45.3M G&A in Q3, $65.7M YTD) and increased outstanding RSUs/options, potentially elevating future dilution/supply overhang .
- Legal/Disclosure Controls: Class action litigation related to 2023 restatements (10b‑5/20(a)) against company/CEO/CFO; company contests claims; disclosure controls not effective as of Q3 2025 due to material weakness under SOX readiness .
- Regulatory Uncertainty: NOAA DSHMRA path remains timing‑uncertain; permits subject to EIS/public comment/interagency review; operations contingent on U.S./ISA frameworks .
Investment Implications
- Alignment: Ilves’ pay mix leans equity‑heavy, with immediate‑vest STIP RSUs and multi‑year LTIP RSUs; legacy options and market‑price‑trigger structures align upside with valuation milestones and commercialization, while CoC provisions accelerate vesting—creating strong retention incentives but potential event‑driven dilution .
- Selling Pressure: Immediate‑vest RSUs amplify potential near‑term supply; hedging/pledging is prohibited, which supports alignment, but accumulated in‑the‑money options (~$9.2M at Q3 prices) represent latent supply as liquidity windows open .
- Retention/Severance: Non‑compete scope limited to CCZ and relatively short duration (6–12 months), but enhanced severance if CEO changes and CoC terms with full acceleration limit turnover risk in transition scenarios—favoring executive stability through permitting/commercialization .
- Performance Linkage: STIP/LTIP frameworks indicate performance orientation, though specific annual metric weights were not disclosed; market‑based vesting for certain awards (price or market cap triggers) signals alignment with shareholder returns while preserving cash .
Sources: Proxy and SEC filings cited in each section.