TMC appoints Michael Hess and Alex Spiro to board; waives cashless exercise limit on Class B warrants

TMC the metals Co Inc.

Board size increased to 10; Michael Hess (CIO of Hess Capital) and Alex Spiro (litigator/investor) appointed as directors effective June 16, 2025.
Hess receives compensation via prior consulting agreement, not under Director Compensation Policy; he is not independent and will not serve on committees.
Spiro granted 1,750,000 RSUs (subject to shareholder approval) under 4-year services agreement; also not independent.
Company waived cashless exercise limitation on Class B warrants (8.65M outstanding), allowing immediate cashless exercise; expects to reduce total shares issued.
Appointments support TMC's U.S. seabed mining strategy under Executive Order and permit application with NOAA.

item 1.01 item 5.02 item 7.01 item 9.01

Executive movements

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Appointed

Michael B. Hess

director

TMC · TMC the metals Co Inc.

Effective: 2025-06-16
Filed: June 18, 2025, 7:59 PM ET

appointed Michael B. Hess and Alex Spiro as directors, effective June 16, 2025

Appointed

Alex Spiro

director

TMC · TMC the metals Co Inc.

Effective: 2025-06-16
Filed: June 18, 2025, 7:59 PM ET

appointed Michael B. Hess and Alex Spiro as directors, effective June 16, 2025

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Michael B. Hess was appointed as director at TMC the metals Co Inc..

Action: appointed
Role: director

Exact text from the filing

appointed Michael B. Hess and Alex Spiro as directors, effective June 16, 2025

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Alex Spiro was appointed as director at TMC the metals Co Inc..

Action: appointed
Role: director

Exact text from the filing

appointed Michael B. Hess and Alex Spiro as directors, effective June 16, 2025

View on SEC.gov

TMC the metals Co Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-060347

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