Michael Hess
About Michael Hess
Michael B. Hess (age 38) was appointed to TMC’s board on June 16, 2025 and will serve until the 2026 Annual Meeting unless earlier departure; he is an investor/operator focused on the U.S. energy supply chain with prior experience at Goldman Sachs and KKR, co-founder of the Bison Companies, and CIO of Hess Capital . He is not independent due to a concurrent consulting agreement with TMC and receives no director compensation under TMC’s non-employee director compensation policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs (Energy Group) | Investment professional | Not disclosed | Energy finance experience |
| KKR (Energy Group) | Investment professional | Not disclosed | Energy infrastructure investing |
| Bison Companies | Co-founder; led strategy/finance/business development | Not disclosed | U.S. energy supply chain operations |
| Hess Capital | Chief Investment Officer | Current | Private/public investing for Hess family |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Hess Capital | CIO | Current | Oversees private/public investments |
| Bison Companies | Co-founder/leader | Not disclosed | Oil & gas, water infrastructure, energy payments |
Board Governance
- Appointment and term: Appointed June 16, 2025; term through the 2026 Annual Meeting .
- Independence and committees: Not independent due to consulting agreement; will not serve on Audit, Compensation, Nominating & Governance, or Sustainability & Innovation committees .
- Board composition context: Six of ten directors are independent; Andrew Greig is Lead Independent Director; Andrew Hall chairs Audit; Andrei Karkar chairs Compensation; Christian Madsbjerg chairs Nominating; Brendan May chairs Sustainability .
- Indemnification: Signed TMC’s standard indemnity agreement (form filed Sept. 15, 2021) .
- Attendance rate/executive session frequency: Not disclosed.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $0 | Waived due to consulting agreement; policy retainer is $90,000 but Hess receives none |
| Committee fees | $0 | Not serving on committees; policy includes additional fees but waived |
| Equity for directors (initial/annual) | $0 | Waived under consulting arrangement |
Performance Compensation
| Award Type | Grant/Commitment | Terms | Vesting/Triggers | Expiration |
|---|---|---|---|---|
| RSUs (Base) | Valued at $1,000,000 | RSUs calculated at closing price day before term start | Vests equally over 3 years, starting 1 year from June 4, 2025, subject to shareholder plan increase approval | |
| RSUs (Milestone “Bonus”) | Up to 7,500,000 RSUs | Price/mkt-cap based tranches | 2.5M RSUs at $10 for 10 consecutive trading days or market cap ≥$3.3B; 2.5M at $12.50 or ≥$4.0B; 2.5M at $15 or ≥$5.0B | |
| Stock Options (Initial) | 5,000,000 options | Exercise price $4.66 (10% premium to 6/4/25 close); subject to shareholder plan increase approval | 2.5M vest at $5 for 10 consecutive days or market cap ≥$2.2B; 2.5M vest at $7 for 10 consecutive days or market cap ≥$3.0B | |
| Stock Options (Additional, discretionary) | Up to 2,500,000 options | CEO recommendation; board approval at 1-year anniversary | Terms to be set at grant (exercise price/vesting) | |
| RSUs (Committed under “New Plan Benefits”) | 7,737,530 RSUs | 237,530 time-based; 7,500,000 market-based | Time-based: equal over 3 years from one year after start; Market-based: price/mkt-cap thresholds above | |
| Participation rights | Up to $25,000,000 | Right to invest in next public capital raise on same terms as other investors |
Performance Metric Details
| Metric | Target/Threshold | Measurement |
|---|---|---|
| Share price triggers | $5, $7, $10, $12.50, $15 | Requires 10 consecutive trading days at/above threshold |
| Market capitalization triggers | $2.2B, $3.0B, $3.3B, $4.0B, $5.0B | Based on outstanding common shares × closing price on any trading day |
| Plan approval dependency | Share pool increase | Options/RSUs subject to shareholder approval of 2021 Plan share increase |
- Term and termination protections: If TMC terminates the consulting agreement without cause, Hess retains vested awards and keeps the right to receive other options/RSUs per Schedule B within the initial term; if terminated with cause or if he resigns, unvested awards are forfeited (cause defined) .
- Clawbacks: Company-level clawback policy applies to officers for restatements; not specifically disclosed for consultants/directors .
Other Directorships & Interlocks
- Public company directorships: Not disclosed in filings reviewed .
- Advisory/consulting roles: Active investor/advisor; no specific interlocks with TMC competitors/suppliers disclosed .
Expertise & Qualifications
- Energy supply chain investing and operations; deep networks in financing and development across U.S. energy infrastructure, logistics, and services; prior roles at bulge-bracket and leading PE firm .
Equity Ownership
| Holder | Form of Ownership | Shares/Warrants | % Outstanding | Notes |
|---|---|---|---|---|
| SS3H Ventures LLC (sole member: Michael Hess) | Common shares | 3,333,333 | 0.8% | Hess may be deemed beneficial owner; disclaims except to pecuniary interest |
| SS3H Ventures LLC | Class C warrants | 3,333,333 | — | Beneficially owned; total beneficial equals 6,666,666 shares |
| Michael Hess total | Shares + warrants | 6,666,666 | 1.7% | Excludes 5,000,000 options and 7,737,530 RSUs subject to plan amendment approval |
| Capital raise participation | Investor | Participated in $37M registered direct offering with Class C warrants | — | As disclosed by TMC |
- Ownership guidelines: TMC requires non-employee directors to hold 2× annual retainer within 5 years; Hess is within grace period and waived retainer due to consulting .
Employment & Contracts
| Item | Term/Provision | Detail |
|---|---|---|
| Services Agreement term | 4 years | June 4, 2025 to June 4, 2029 |
| Role | Strategic advisory services | Reports to CEO; services per Schedule A |
| Non-compete | 1 year post-termination | Global scope vs direct competitors in polymetallic nodule exploration, exploitation, processing; plus non-solicit of customers/employees and no disparagement |
| Status | Independent contractor | Not employee; tax obligations borne by contractor |
| Termination (cause) | For cause defined; forfeiture of unvested | Cause includes fraud, misconduct, material violations; company specifies in written notice |
| Termination (without cause) | Retains vested awards and right to future options/RSUs per schedule during initial term | Also retains $25M participation option in next raise |
| Equity award dependencies | Shareholder approval required | Options/RSUs contingent on 2021 Plan share pool increase |
Compensation Structure Analysis
- Heavy equity/at-risk mix: No director cash pay; compensation entirely via market-based RSUs/options linked to sustained share price and market cap thresholds, signaling alignment with shareholder outcomes but emphasizing stock-price milestones .
- Dependency on share pool increase: Board sought shareholder approval to add 40,000,000 shares to the 2021 Incentive Equity Plan to honor committed grants (including Hess’s awards), a governance-sensitive signal of dilution risk balanced against talent/consultant retention needs .
- Participation in capital raises: Right to invest up to $25M in future raises and participation in the $37M offering suggest confidence but create potential conflicts around capital allocation/timing .
Governance Assessment
- Independence and conflicts: Hess is not independent and receives substantial equity via a consulting agreement; he will not serve on any board committees—reducing independent oversight capacity in sensitive areas (audit/compensation/governance) .
- Board balance: TMC maintains a majority-independent board (6 of 10), with defined committee chairs and a Lead Independent Director, which partially mitigates independence concerns at the full-board level .
- Pay-for-performance alignment: RSU/option triggers require sustained share price or specified market caps, limiting windfalls and incentivizing value creation; however, these metrics can encourage short-term stock-price focus versus operational KPIs (no disclosed EBITDA/ESG metrics for Hess’s awards) .
- Shareholder dilution risk: The July 2025 special meeting sought a 40M-share increase to the equity plan to fund consultant/director awards; investors should watch dilution and subsequent grant pacing/size .
- Related-party exposure: The Services Agreement (equity compensation, investment rights) and capital raise participation are related-party dealings; TMC disclosed the arrangement and excluded Hess from board committees to manage conflicts .
- Protective measures: Indemnity agreement in place; TMC has an officer-focused clawback policy for restatements, though no specific consultant clawback is disclosed .
RED FLAGS
- Not independent; no committee service due to consulting arrangement .
- Large equity grants contingent on plan expansion; potential dilution and alignment risk if awards are repriced or modified later .
- Participation rights in capital raises and concurrent investor status could create perceived conflicts in capital markets decisions .