Sheila Khama
About Sheila Khama
Independent director of TMC since September 2021; age 67; career mining executive and policy advisor with deep governance and resource-development expertise. Former CEO of De Beers Botswana; held senior roles at African Development Bank (Director, Natural Resources), World Bank (Practice Manager, Extractives), and African Center for Economic Transformation (Director, Extractives). Education: MBA (University of Edinburgh) and BA (University of Botswana) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| De Beers Botswana | Chief Executive Officer | 2005–2010 | Led corporate strategy in diamond mining; governance oversight |
| African Development Bank | Director, African Natural Resources Center | 2013–2016 | Supported African governments on policy outcomes from natural resources |
| The World Bank | Practice Manager & Coordinator, Donor Relations & Partnerships | 2016–2019 | Led global team on extractives policy, technical assistance, research |
| African Center for Economic Transformation | Director, Extractives Advisory Program | 2010–2013 | Set advisory on extractives governance |
| First National Bank of Botswana | Head of Marketing & Communication | 2002–2005 | Corporate communications leadership |
| Anglo American Corporation Botswana | Group Secretary | 1994–2002 | Corporate governance administration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tullow Oil plc | Non-Executive Director | Since June 2019 | Public company directorship in oil & gas; no disclosed interlocks with TMC |
| SK Consulting Pty Ltd | Independent Consultant (Oil & Gas Governance & Policy) | Since April 2019 | Private consulting; not a public company |
Board Governance
- Independence: Determined independent under SEC/Nasdaq rules; part of majority-independent board (5 of 8 nominees in April 2025) and listed as independent among six in July 2025 .
- Committee assignments (current): Audit Committee member; Nominating & Corporate Governance Committee member; Sustainability & Innovation Committee member; committee chairs are Andrew Hall (Audit), Christian Madsbjerg (Nominating & Corporate Governance), Brendan May (Sustainability & Innovation) .
- Attendance: No director attended fewer than 75% of board and committee meetings in 2024 (Board met 8x; committees met 21x total) .
- Governance structures: Lead Independent Director (Andrew Greig); executive sessions of independent directors per Nasdaq standards .
- Compensation oversight: Compensation Committee uses independent consultant FW Cook; no conflicts identified by the committee .
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Fees Earned (Cash or RSUs per policy) | $108,764 |
| Stock Awards (Annual director RSU grant) | $100,000 |
| Total | $208,764 |
Director compensation policy (structure):
| Position | Annual Retainer (Cash) |
|---|---|
| Non-employee director | $90,000 |
| Lead Independent Director | $30,000 |
| Audit Chair / Member | $22,500 / $7,500 |
| Compensation Chair / Member | $15,000 / $5,000 |
| Nominating & Governance Chair / Member | $15,000 / $5,000 |
| Sustainability & Innovation Chair / Member | $15,000 / $5,000 |
Notes:
- Annual RSU grants of $100,000 to each non-employee director after the AGM; initial RSU grant of $100,000 upon joining, vesting in equal annual installments over three years .
- Majority of directors elected to receive RSUs in lieu of cash retainers starting Q4 2024 to conserve cash; RSUs granted and immediately vested following the May 29, 2025 AGM .
Performance Compensation
| Pay Element | Metric(s) Used | Quantity | Vesting | Year |
|---|---|---|---|---|
| Annual Director RSU Grant | None (time-based; not performance-tied) | 68,027 RSUs | Vests on AGM date following grant (Annual grant); initial grant vests in thirds over 3 years | 2024 |
Directors’ equity awards are time-based; TMC does not disclose performance metrics or targets for director compensation (performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|
| Tullow Oil plc | Non-Executive Director | Not disclosed | No disclosed related-party transactions or competitive interlocks with TMC . |
Expertise & Qualifications
- Corporate governance and extractives policy expert; led multi-country resource governance initiatives at AfDB and World Bank .
- Senior mining industry operator as De Beers Botswana CEO; governance and stakeholder management credentials .
- Education suited to board oversight: MBA (Edinburgh), BA (Botswana) .
- Current committee mix (Audit, Nominating/Governance, Sustainability/Innovation) aligns with expertise in oversight and ESG .
Equity Ownership
| As-of Date | Total Beneficial Ownership (Shares) | Ownership % | Breakdown |
|---|---|---|---|
| April 3, 2025 | 292,743 | <1%* | 223,466 common shares; 68,027 RSUs may vest within 60 days; 1,250 Class A warrants |
| June 30, 2025 | 298,633 | <1%* | 297,383 common shares; 1,250 Class A warrants; excludes 22,371 RSUs that do not vest within 60 days |
*Less than 1% of outstanding shares per company table .
Stock ownership alignment:
- TMC stock ownership guidelines require non-employee directors to hold 2x annual retainer within five years; as of Dec 31, 2024, all directors met thresholds or were within grace period .
- Insider trading policy prohibits hedging, short sales, pledging, and speculative transactions; pre-clearance and blackout procedures apply .
Insider trades (Form 4):
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-05-30 | Award (A) | 22,371 | $0.00 | 319,754 | |
| 2025-05-30 | Award (A) | 5,890 | $0.00 | 297,383 | |
| 2024-05-31 | Award (A) | 68,027 | $0.00 | 291,493 |
Governance Assessment
- Board effectiveness: Khama’s governance, extractives, and sustainability background fits her Audit, Nominating/Governance, and Sustainability/Innovation committee roles, supporting oversight of financial reporting, director qualifications, and ESG strategy .
- Independence and engagement: Independent status and >75% attendance in 2024 indicate active oversight; presence of Lead Independent Director and executive sessions further strengthen governance .
- Alignment and incentives: Director pay mixes cash retainers with annual RSU grants; majority of directors took RSUs in lieu of cash in late 2024 to conserve liquidity—signal of alignment with shareholders and company capital discipline .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Khama; TMC’s related person transaction policy routes approvals through Audit Committee, reducing conflict risk .
- Risk indicators: Prohibitions on hedging/pledging and stock ownership guidelines bolster alignment; no red flags on attendance, say-on-pay pertains to executive pay (CEO package approved on advisory basis in 2024), not director pay .
RED FLAGS: None disclosed specific to Khama. No pledging/hedging, no related-party transactions, and strong committee coverage reduce governance risk .