Gerard Barron
About Gerard Barron
Gerard Barron is Chairman and Chief Executive Officer of TMC and has been involved since DeepGreen’s formation in 2011, becoming Chairman and CEO in 2018 and continuing in those roles after the TMC business combination in September 2021 . He previously founded Adstream and served as CEO from 2001–2013; he has also been a first-money investor in Nautilus and Sirtex Medical . As of April 18, 2024, he was 57 years old . Under his leadership, TMC shifted to a dual-path U.S. strategy and submitted the first-ever U.S. DSHMRA commercial recovery permit and two exploration license applications in April 2025, a material execution milestone for the company .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DeepGreen (now TMC) | Chairman & CEO | 2018–present | Led company through business combination (Sept 2021) and advanced U.S. DSHMRA permitting strategy . |
| DeepGreen | Strategic advisor to Board/shareholders | 2013–2017 | Supported early strategic development and financing . |
| Adstream | Founder, CEO | 2001–2013 | Scaled from one office to >40 offices in 30 countries, >$100M revenue . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nautilus; Sirtex Medical | Early/first-money investor | Not disclosed | Strategic capital in future-oriented resource/health companies . |
Fixed Compensation
| Year | Base Salary ($) | Other Cash/Benefits ($) | Notes |
|---|---|---|---|
| 2024 | 696,042 | 69,604 (pension/other) | Base salary rate set at $750,000 in new employment agreement effective Apr 16, 2024 . |
| 2023 | 565,000 | 150,500 (pension/other) |
- Retirement contributions: 10% of base salary per year under 2024 employment agreement .
- Target annual bonus: 75% of base salary under 2024 employment agreement (paid at Board discretion) .
Performance Compensation
Short-Term Incentive (STIP)
| Year | Target (% of Salary) | Actual Payout ($) | Payout Form | RSU Units | Grant/Effective Dates | Grant Price |
|---|---|---|---|---|---|---|
| 2024 | 75% | 574,234 | Immediately vested RSUs | 341,806 | Granted Mar 4, 2025; effective Mar 20, 2025 | $1.68 |
| 2023 | Not stated | 508,500 | Immediately vested RSUs | 350,690 | Granted Feb 29, 2024; effective Mar 20, 2024 | $1.45 |
- 2023 STIP was awarded at 75% of target across executives .
Long-Term Incentive (LTIP) and Special Awards
| Award | Grant/Effective Date | Quantity | Vesting Terms | Notes |
|---|---|---|---|---|
| LTIP RSUs (FY2023) | Mar 20, 2023 | 959,480 | 1/3 per year over 3 years | |
| LTIP RSUs (FY2024) | Mar 20, 2024 | 1,276,936 | 1/3 per year over 3 years | |
| One-time “Signing RSUs” | Apr 16, 2024 | 20,000,000 | Market-price vesting: 1/3 at 30-day avg price of $7.50; 1/3 at $10.00; 1/3 at $12.50 by Apr 16, 2029; continued service required | Shares from vested Signing RSUs cannot be sold until Apr 16, 2029 (five-year hold) . |
Stock Options (legacy DeepGreen Plan)
| Grant | Exercisable (Dec 31, 2024) | Unexercisable | Strike | Expiration | Vesting Triggers |
|---|---|---|---|---|---|
| 2019/2021 Options | 3,473,586; 604,458 | 2,275,334 | $0.65 | Jun 1, 2028 | 25% at $3B market cap; 35% at $6B market cap; 20% at ISA exploitation contract grant; 20% at first commercial production . |
Equity Ownership & Alignment
| As of | Beneficial Ownership (shares) | % Outstanding | Composition |
|---|---|---|---|
| Jun 30, 2025 | 22,794,289 | 5.7% | 18,058,017 common; 4,646,878 options exercisable within 60 days; 89,394 warrants . Excludes 1,706,510 unexercisable options; 2,929,101 RSUs not vesting within 60 days; 50,000 Class A warrants; and 20,000,000 price-vested Signing RSUs . |
- Stock ownership guidelines: CEO must hold 3x base salary in stock within five years; as of Dec 31, 2024, covered executives either met thresholds or are within grace period .
- Hedging/pledging: Company policy prohibits short-term trading, hedging, and borrowing/pledging of company stock by insiders .
- Clawback: SEC/Nasdaq-compliant clawback policy adopted; March 2024 financial statement revisions did not trigger recovery, as no performance-based compensation was paid on impacted metrics .
Employment Terms
| Term | Detail |
|---|---|
| Effective agreement | New CEO employment agreement dated Apr 16, 2024; replaces 2018 agreement . |
| Term | One-year term; auto-renews annually unless terminated/non-renewed . |
| Base salary | $750,000; reviewed annually . |
| Target bonus | 75% of base salary; metrics include individual objectives and company financial results; paid at Board discretion . |
| Retirement | Additional 10% of base salary contributed to retirement plan annually . |
| Severance (no CIC) | If terminated without Cause, resigns for Good Reason, or non-renewed: 18 months’ base salary (incl. pro rata retirement benefit), 18 months additional vesting on outstanding equity (excl. Signing RSUs), and pro-rata bonus for year of termination . |
| Change-of-control (CIC) | If, within 24 months post-CIC, terminated without Cause, resigns for Good Reason, or non-renewed: 24 months’ base salary, 2x then-target annual bonus, and full vesting of all outstanding equity including Signing RSUs (double-trigger) . |
| Lock-up on Signing RSUs | No sales of shares delivered upon vesting until Apr 16, 2029 . |
Board Governance
- Board leadership: Barron serves as combined Chairman & CEO; a Lead Independent Director role (Andrew Greig) and six independent directors provide counterbalance; independent directors meet in executive session without management .
- 2025 composition and independence: 10 directors; six of ten independent following the June 16, 2025 appointments of Michael Hess and Alex Spiro (both non-independent consultants) .
- Committee structure and leadership (as of mid-2025): Audit (Chair: Andrew Hall); Compensation (Chair: Andrei Karkar); Nominating & Corporate Governance (Chair: Christian Madsbjerg); Sustainability & Innovation (Chair: Brendan May) .
- Meeting attendance: In 2023, no director attended fewer than 75% of Board and committee meetings .
- Director pay: Barron receives no additional compensation for director service; non-employee directors generally receive a $90,000 annual cash retainer plus committee retainers and $100,000 in RSUs annually .
Director Compensation (for context)
| Category | Amount |
|---|---|
| Non-employee director annual cash retainer | $90,000 |
| Lead Independent Director | $30,000 |
| Audit Chair / Member | $22,500 / $7,500 |
| Comp Chair / Member | $15,000 / $5,000 |
| Nominating Chair / Member | $15,000 / $5,000 |
| Sustainability Chair / Member | $15,000 / $5,000 |
| Annual RSU grant (non-employee) | $100,000 |
Gerard Barron does not receive director fees; his compensation appears in the NEO tables above .
Related-Party Transactions and Alignment Signals
- Insider financing: On March 22, 2024, TMC entered into an unsecured credit facility for up to $20 million (split equally between Gerard Barron and ERAS Capital, the family office of director Andrei Karkar). Interest at SOFR (180-day avg) + 4% cash (or +5% PIK at maturity). Underutilization fee 4% on undrawn amounts; facility matures Sept 22, 2025; terminates upon raising $50M in aggregate financing/prepayments .
- Equity participation: Barron purchased $100,000 of common shares in TMC’s Aug 2022 PIPE; he and other insiders also agreed to purchase securities in the Aug 2023 registered direct offering .
Compensation Committee and Pay Governance
- Structure: Compensation Committee chaired by independent director Andrei Karkar (members are independent per Nasdaq rules) .
- Advisor: FW Cook engaged as independent compensation consultant; committee assessed independence and found no conflicts; FW Cook advised on packages and program design .
- Equity plan safeguards: 2021 Incentive Equity Plan forbids option repricing/cash buyouts of underwater options without shareholder approval (absent corporate transaction adjustments) .
Capitalization and Overhang Considerations
- Equity plan utilization: As of Dec 31, 2024, 62.2M securities subject to outstanding options/RSUs; 10.65M shares remained under employee stock purchase plan; no shares available under DeepGreen plan; LTIP grants predominately RSUs vesting over three years .
- 2025 share pool increase: Board seeks to increase the 2021 Incentive Equity Plan reserve by 40,000,000 shares (to 110,262,856); as of June 16, 2025, only 163,526 shares remained before the proposed increase .
- Commitments subject to approval: Options and RSUs granted/committed to certain directors and consultants are contingent on shareholder approval of the plan increase .
Performance & Track Record
- Strategic execution: Under Barron, TMC filed the first-ever U.S. seabed mining applications under DSHMRA, including one commercial recovery permit and two exploration licenses, advancing the timeline relative to prior targets and aligning with a U.S. Executive Order to expedite offshore critical minerals .
- Shareholder voice: Shareholders approved Barron’s updated compensation arrangements on an advisory basis at the May 30, 2024 annual meeting .
Equity Ownership & Vesting Details (pressure/timing)
- Near-term selling pressure: 2024 and 2023 STIP payouts were in immediately-vested RSUs, which are not subject to time-based vesting and therefore could be sold subject to company policy and trading windows .
- Medium-term cadence: LTIP RSUs vest 1/3 annually over three years, creating a predictable vesting calendar .
- Long-dated, price-linked award: 20,000,000 Signing RSUs vest only upon sustained price hurdles by Apr 16, 2029, and any shares settled from vesting cannot be sold before Apr 16, 2029, substantially limiting potential insider selling from this award before that date .
- Hedging/pledging: Prohibited for executives, reducing risk of forced sales .
Employment Terms Summary (economics)
| Element | No CIC | With CIC (within 24 months) |
|---|---|---|
| Cash severance | 18 months base salary | 24 months base salary |
| Bonus | Pro-rata current-year bonus | 2x then-target annual bonus |
| Equity | 18 months additional vesting (excl. Signing RSUs) | Full vesting of all equity including Signing RSUs |
Board Service: Roles, Committees, Independence
- Dual role: Barron serves as both Chairman and CEO; company cites efficiencies/continuity, balanced by Lead Independent Director and independent-majority Board .
- Committees (2025): Audit (Chair Hall), Compensation (Chair Karkar), Nominating & Corporate Governance (Chair Madsbjerg), Sustainability & Innovation (Chair May). Six of ten directors are independent .
- Attendance: All directors met 75% attendance threshold in 2023; independent executive sessions held regularly without Barron .
Investment Implications
- Alignment to shareholder outcomes: Barron’s 20,000,000 Signing RSUs pay out only if TMC achieves sustained share price hurdles, and any resulting shares are restricted from sale until April 16, 2029—strongly aligning upside with shareholder returns while limiting near-to-midterm selling pressure from this grant .
- Retention and transition risk: Double-trigger CIC protection (2x bonus and full equity vest, including Signing RSUs) provides retention incentives but also creates meaningful CIC cost; 18-month severance package and equity vesting tail outside CIC mitigate departure risk during critical permitting scale-up .
- Governance and oversight: Combined Chair/CEO role persists, but presence of a Lead Independent Director, independent committee leadership, and regular executive sessions partially mitigate independence concerns; six of ten directors are independent post-June 2025 .
- Dilution/overhang: 2025 proposal to add 40M shares to the equity plan addresses low remaining availability but increases potential dilution; significant committed awards to consultants depend on shareholder approval, highlighting sensitivity to equity supply and investor support .
- Insider alignment via financing: Barron’s participation in insider financings and provision of a credit facility signal confidence/alignment but also represent related-party exposure that investors should monitor for terms and governance controls .