TMC the metals Co Inc. Appoints Director Liam Mallon; Director Resigns

What Happened

• TMC the metals Co Inc. filed an 8-K reporting that, effective September 24, 2026, the Board appointed Liam Mallon to fill the vacancy created by the resignation of director Brendan May. Mr. Mallon, who retired in 2025 as President of ExxonMobil Upstream Company and a Vice President of Exxon Mobil Corporation, was named Chair of the Board’s Sustainability and Innovation Committee and was determined to be an independent director under Nasdaq rules.
• The Board granted Mr. Mallon equity awards: an initial grant of 25,445 restricted stock units (RSUs) on September 25, 2026, and a special one-time grant of 77,720 RSUs under the 2021 Incentive Equity Plan on September 28, 2026. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant, subject to continued service. Brendan May’s resignation was effective September 24, 2026, and the company stated it was not due to any disagreement with the company.

Key Details

• Appointment effective: September 24, 2026; Mr. Mallon will serve until the 2027 Annual General Meeting and is expected to stand for election.
• RSU grants: 25,445 RSUs (initial award) + 77,720 RSUs (special one-time grant) = 103,165 RSUs total; vest in three equal annual installments starting one year after grant.
• Background: Mr. Mallon retired in 2025 from senior roles at ExxonMobil (President, ExxonMobil Upstream Company; Vice President, Exxon Mobil Corporation).
• Resignation: Brendan May notified the company on September 23, 2026; resignation effective September 24, 2026, and not due to any disagreement with the company.

Why It Matters

• Board composition and leadership: The appointment adds an independent director with oil & gas industry and executive experience and places him as Chair of the Sustainability and Innovation Committee, which could influence the company’s oversight of sustainability and technology initiatives.
• Executive incentives and equity: The sizable RSU grants align the new director with shareholder interests but also represent potential future share issuance as they vest; investors may want to monitor dilution and any related disclosures.
• Governance signal: The filing notes the resignation was not due to disagreement, which lessens governance concerns about board conflict or operational disputes. A new director expected to stand for election at the 2027 AGM will be subject to shareholder approval.