PLL Piedmont Lithium Inc

Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to Be Held on June 15, 2022. The Proxy Statement and the Annual Report on Form 10-KT (the “Annual Report”) are available at www.proxyvote.com.

Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and include statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources. All statements other than statements of historical facts included in the Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “expect,” “estimate,” “may,” “might,” “will,” “could,” “can,” “shall,” “should,” “would,” “leading,” “objective,” “intend,” “contemplate,” “design,” “predict,” “potential,” “plan,” “target” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties, and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements as a result of new information, future events or otherwise, except as required by law.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.

Redomiciliation. The Company changed its place of domicile from Australia to the State of Delaware in the United States, effective May 17, 2021 pursuant to a Redomiciliation, as described below. Unless the context otherwise indicates, the term “Piedmont Lithium” refers to Piedmont Lithium Inc., a Delaware corporation, and its consolidated subsidiaries at all times on and after the effective date of the Redomiciliation and “Piedmont Australia” refers to Piedmont Lithium Pty Ltd. (formerly named Piedmont Lithium Limited), an Australian corporation, and its consolidated subsidiaries at all times prior to the effective date of the Redomiciliation.

Piedmont Lithium Inc. acquired all of the issued and outstanding ordinary shares of Piedmont Australia, our Australian predecessor and a wholly owned subsidiary, pursuant to a Scheme of Arrangement under Australian law, which was approved by Piedmont Australia’s shareholders on April 29, 2021, and the Supreme Court of Western Australia on May 5, 2021 (collectively referred to as the “Redomiciliation”).

Piedmont Australia’s ordinary shares were listed on the Australian Securities Exchange (the “ASX”), and Piedmont Australia’s American Depositary Shares (“ADSs”), each representing 100 of Piedmont Australia’s ordinary shares, were traded on Nasdaq. Following the approval of the Redomiciliation, the Company moved its primary listing from the ASX to Nasdaq and retained an ASX listing for its Chess Depository Interests (the “CDIs”), each representing 1/100^th of a share of common stock of Piedmont Lithium Inc.

Change in Fiscal Year End. On December 9, 2021, the Board approved a change in the Company’s fiscal year end from June 30 to December 31, effective January 1, 2022. As a result, the Company is holding a second 2022 Annual Meeting of Stockholders. Unless otherwise indicated, references in this Proxy Statement to “fiscal year” refer to years ended June 30.

CDI holders should also read references in the Proxy Statement to “beneficial owner” as CDI holders will be treated as beneficial owners.

If your shares of common stock are registered directly in your name with our transfer agent, Computershare Limited, you are considered to be, with respect to those shares of common stock, the registered stockholder, and these proxy materials are being sent directly to you by us.

If your shares of common stock are held by a broker, fiduciary or custodian, you are considered the beneficial owner of shares of common stock held in “street name,” and these proxy materials are being forwarded to you from that broker, fiduciary or custodian.

Stockholders of record as of the close of business on the Record Date are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote, ask questions and view the list of registered stockholders as of the Record Date during the meeting, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/PLL2022, enter the 16-digit control number found on your proxy card or Notice and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

Separately, CDI holders who wish to attend, vote at and/or ask questions at the Annual Meeting virtually must contact the Company’s Secretary at 2022voting@piedmontlithium.com by no later than 5:00 p.m. Eastern Time on June 8, 2022 (being 7:00 a.m. Australian Eastern Standard Time on June 9, 2022) in order to obtain a unique control number for the Annual Meeting. CDI holders who wish to attend, vote at and/or ask questions at the Annual Meeting virtually must provide evidence of CDI ownership to the Company’s Secretary as of the record date, such as an account statement, letter from the stockholder of record (i.e., your broker, bank or other nominee) or a copy of your voting instruction form.

We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to edit profanity or other inappropriate language and exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

The meeting webcast will begin promptly at 11 a.m. Eastern Time. Online check-in will begin approximately 15 minutes before then, and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website. Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting.

The proposals to be voted on at the Annual Meeting are as follows:

The Company will disregard any votes cast in favor of Proposals 5 to 10 by or on behalf of all persons referred to in ASX Listing Rule 10.14.1 (i.e., directors of the Company), Rule 10.14.2 (i.e., any associate of any director of the Company) or Rule 10.14.3 (i.e., any person whose relationship with the entity or a person referred to in Rules 10.14.1 or 10.14.2 is, in ASX’s opinion, such that approval should be obtained) who are eligible to participate in the Stock Plan and any associate of such persons.

However, this does not apply to a vote cast in favor of the proposal by:

The Board recommends that you vote your shares of common stock as follows:

As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.

Each share of common stock is entitled to one vote on each proposal to be voted on at the Annual Meeting.

If you receive more than one set of proxy materials, your shares of common stock may be registered in more than one name or held in different accounts. Please cast your vote with respect to each set of proxy materials that you receive to ensure that all of your shares of common stock are voted.

If you are the registered stockholder, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or by proxy in advance of the Annual Meeting by Internet (at www.proxyvote.com) or, if you requested paper copies of the proxy materials, by completing and mailing a proxy card or by telephone (at 800-690-6903). Even if you plan to attend the Annual Meeting, we recommend that you also submit your vote in advance so that your vote will be counted if you later decide not to, or are unable to, virtually attend the Annual Meeting.

If you are the beneficial owner, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or you may direct your broker, fiduciary or custodian how to vote in advance of the Annual Meeting by following the instructions they provide.

If you are a CDI holder and you intend to vote, you must take one of the following actions in order to vote at the Annual Meeting:

For purposes of number 2 above, CDI holders who wish to attend, vote at and/or ask questions at the Annual Meeting virtually must contact Computershare at 1-300-850-505 (within Australia) or at +61-3-9415-4000 (outside Australia) to obtain a legal form of proxy, which you would need to complete in order to be able to obtain a control number to attend, vote at and/or ask questions at the Annual Meeting.

If you are the registered stockholder and do not vote by attending the Annual Meeting virtually, vote by proxy using the enclosed proxy card or vote by proxy via telephone or the Internet, your shares of common stock will not be voted at the Annual Meeting and will not be counted toward the quorum requirement.

If you are the beneficial owner and do not direct your broker, fiduciary or custodian how to vote your shares of common stock, your broker, fiduciary or custodian will only be able (but is not required) to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary or custodian is not entitled to vote your shares with respect to “nonroutine” proposals, which we refer to as a “broker non-vote.”

The shares of common stock represented by each signed and returned proxy will be voted at the Annual Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card. However, if you are the registered stockholder and sign and return your proxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your shares in accordance with the recommendations of the Board. Your shares will be counted toward the quorum requirement.

If you are the beneficial owner and sign and return your voting instruction form without giving specific instructions, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary or custodian is not entitled to vote your shares of common stock with respect to “nonroutine” proposals, resulting in a broker non-vote with respect to such proposals.

If you are the registered stockholder, you may revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:

Your last submitted vote is the one that will be counted.

If you are the beneficial owner, you must follow the instructions you receive from your broker, fiduciary or custodian with respect to changing your vote. CDI holders who wish to attend, vote at and/or ask questions at the Annual Meeting virtually should refer to the section described above under “—How Can I Participate in the Virtual Annual Meeting?”

The holders of a majority of the voting power of the shares of common stock outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting, either virtually or represented by proxy, to constitute a quorum. A quorum is required to transact business at the Annual Meeting.

Your shares will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on your behalf by your broker, fiduciary or custodian) or if you attend the Annual Meeting virtually

and vote. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the Chair of the Annual Meeting or the holders of a majority of shares of common stock virtually present at the Annual Meeting, either personally or by proxy, may adjourn the Annual Meeting to another time or date.

Votes will be counted by Broadridge Financial Solutions, the Inspector of Elections appointed for the Annual Meeting.

A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” his or her election. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes and votes that are withheld will not be counted as votes cast on the matter and have no effect on the outcome of the election. We do not have cumulative voting rights for the election of directors.

Under ASX Listing Rule 14.2.1, a proxy form must allow stockholders to vote for a resolution, against a resolution or to abstain from voting on a resolution. However, ASX granted the Company a waiver from ASX Listing Rule 14.2.1 to the extent necessary to permit the Company not to provide in its proxy form an option for stockholders or holders of CDIs to vote against a resolution to elect a director. The terms of the waiver are that (i) the Company complies with the relevant Delaware laws as to the content of the proxy forms applicable to resolutions for the election or re-election of directors; (ii) the notice given by the Company to stockholders and CDI holders under ASX Settlement Operating Rule 13.8.9 makes it clear that security holders are only able to vote for the resolutions or abstain from voting, and the reasons why this is the case; (iii) the terms of the waiver are set out in the management proxy circular provided to all holders of CDIs; and (iv) the waiver from ASX Listing Rule 14.2.1 only applies for so long as the relevant Delaware laws prevent the Company from permitting security holders to vote against a resolution to elect a director.

The affirmative vote of at least a majority of the voting power of shares of common stock present or represented at the Annual Meeting and entitled to vote on the proposal is required for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022. Abstentions have the same effect as a vote “AGAINST” the matter. Proposal 2 is expected to be considered a routine voting matter on which brokers have discretion (but are not required) to vote uninstructed shares.

The affirmative vote of at least a majority of the voting power of shares of common stock present or represented at the Annual Meeting and entitled to vote on the proposal is required for the approval of, on an advisory basis, the compensation of our named executive officers. Abstentions have the same effect as a vote “AGAINST” the matter.

The affirmative vote of at least a majority of the voting power of shares of common stock present or represented at the Annual Meeting and entitled to vote on the proposal is required for the approval of, on an advisory basis, the frequency of future advisory votes to approve compensation of our named executive officers. Abstentions have the same effect as a vote “AGAINST” the matter. However, because Proposal 3 has four choices (“1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN”), it is possible that no choice will be supported by a majority of the voting power. Therefore, our board of directors will consider the choice that receives the highest number of votes in favor as the recommendation of the stockholders.

The affirmative vote of at least a majority of the voting power of shares of common stock present or represented at the Annual Meeting and entitled to vote on the proposal is required for the issuance of stock options to Mr. Keith Phillips. Abstentions have the same effect as a vote “AGAINST” the matter.

The affirmative vote of at least a majority of the voting power of shares of common stock present or represented at the Annual Meeting and entitled to vote on the proposal is required for the issuance of performance stock units to Mr. Keith Phillips. Abstentions have the same effect as a vote “AGAINST” the matter.

The affirmative vote of at least a majority of the voting power of shares of common stock present or represented at the Annual Meeting and entitled to vote on the proposal is required for the issuance of restricted stock units to the non-executive directors of the Company. Abstentions have the same effect as a vote “AGAINST” the matter.

We will pay the costs associated with the solicitation of proxies, including the preparation, assembly, printing and mailing of the proxy materials. We may also reimburse brokers, fiduciaries or custodians for the cost of forwarding proxy materials to beneficial owners of shares of common stock held in “street name.”

We have retained Morrow Sodali to solicit proxies for a fee of $75,000, plus a reasonable amount to cover expenses. Our employees, officers and directors may solicit proxies in person or via telephone or the Internet. We will not pay additional compensation to our employees, officers or directors for any of these services.

We expect to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

Our business affairs are managed under the direction of our Board. Our Board has adopted a set of Corporate Governance Guidelines as a framework for the governance of the Company, which is posted on our website located at www.piedmontlithium.com/about/, under “Governance.”

The Board currently consists of five directors and is divided into three classes of directors designated Class I, Class II and Class III. The term of the Class I director will expire at the 2024 Annual Meeting of Stockholders. The terms of the Class II directors will expire at this Annual Meeting and they are standing for election at this Annual Meeting. The terms of the Class III directors will expire at the 2023 Annual Meeting of Stockholders. Todd Hannigan, who served as our second Class I director, retired from the Board effective April 22, 2022. As of such date, the size of the Board has been decreased from six to five directors. The Board intends to have at least one additional independent director join the Board in the future.

Jorge Beristain. Mr. Beristain has served as a member of our Board since May 2021. He also served as a member of the board of our predecessor company prior to the Redomiciliation. In 2022, he was appointed Vice President of Finance for Ryerson Holdings Corporation (NYSE: RYI). RYI is North America’s second-largest service center with approximately 100 locations in the U.S., Canada and Mexico, supplying carbon and stainless steel, aluminum, red metals and semi-fabricated products to the machinery, transport, consumer durables, food processing, construction and energy sectors. He previously served as Chief Financial Officer of Central Steel & Wire Co., a wholly owned subsidiary of RYI, since July 2019 where he was integral to the financial transformation of that subsidiary. From June 2000 to November 2017, Mr. Beristain served as Managing Director and Head of Deutsche Bank AG’s Americas Metals & Mining equity research, where he was consistently ranked by institutional investors as one of the top analysts in the U.S. During his over 20-year career on Wall Street, Mr. Beristain has lived and worked in the U.S., Latin America and Canada and has visited hundreds of industrial companies worldwide. Mr. Beristain received a B. Comm. from the University of Alberta and is a C.F.A.

We believe Mr. Beristain is qualified to serve on our Board because of his extensive international finance and public equity background and experience in the valuation of mining, metals and chemical operations and downstream manufactured metal uses.

Claude Demby. Mr. Demby has served as a member of our Board since June 2021. He has served as President of Cree LED, a Smart Global Holdings, Inc. company (Nasdaq: SGH), since 2021. Prior to SGH acquiring Cree LED from WolfSpeed (Nasdaq: WOLF), Mr. Demby held various positions, including Senior Vice President and General Manager of the Cree LED business and Senior Vice President of Corporate Development. Mr. Demby served as Chief Executive Officer and Director of the Noël Group, LLC, a global manufacturer of synthetic foam materials, from 2008 to 2014 prior to joining WolfSpeed and after serving on the Noël Group Board starting in 2001. From 2001 to 2008, Mr. Demby was President and Chief Operating Officer of

L&L Products Inc., a global manufacturer of NVH and structural devices for the automotive and aerospace sectors. Mr. Demby began his career in engineering roles with Procter & Gamble Company and GE Plastics focused on the chemical processing and manufacture of consumer and industrial products. He has served as Chair of the Governance and Nominating Committee on the board of Brown Capital Management Mutual Fund Trust, a mutual fund, since 2016 and on the board of Eos Energy Enterprises, an energy storage company, since 2021. He previously served on the board of the Federal Reserve Bank of Richmond - Charlotte branch from 2012 to 2017, including time as Chairman. Mr. Demby has a strong record of community service through his founding and running of Valour Academy Schools, Inc., in Raleigh, North Carolina, and serving as an advisory board member of Duke Raleigh Hospital. Mr. Demby received an M.B.A. from the Rensselaer Polytechnic Institute and a B.S. in Chemical Engineering from the University of Delaware.

We believe Mr. Demby is qualified to serve on our Board because of his extensive executive and operational leadership experience in growing businesses internationally and his exceptional governance experience.

Keith Phillips. Mr. Phillips has served as our President and Chief Executive Officer since July 2017 and as a member of our Board since May 2021. He also served as Chief Executive Officer and a member of the board of our predecessor company prior to the Redomiciliation. Mr. Phillips joined the Company after a 30-year career on Wall Street during which time he worked on strategic and financing transactions representing over $100 billion in aggregate value. He served, most recently, as Senior Advisor with merchant banker Maxit Capital LP, from September 2015 to June 2017. Prior to Maxit Capital, he led the mining investment banking teams for Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear Stearns Companies, Inc., JPMorgan Chase & Co. and Dahlman Rose & Co., LLC. Mr. Phillips received an M.B.A. from The University of Chicago.

We believe Mr. Phillips is qualified to serve on our Board because of his extensive experience with mining companies, including many established global leaders, and his particular expertise in advising exploration and development-stage companies in achieving their strategic objectives, with a particular focus on obtaining relevance in the U.S. capital markets.

Jeff Armstrong. Mr. Armstrong has served as Chair of our Board since May 2021. He also served as Chair of the board of our predecessor company prior to the Redomiciliation. He served as Chief Executive Officer and Chief Financial Officer of North Inlet Advisors, a FINRA-regulated entity, from 2009 until 2022. North Inlet provides investment banking services to middle-market companies in the industrial, consumer, business services and agriculture spaces. Mr. Armstrong has served on the boards of private companies in the chemical, solar, health care device and direct to consumer sectors. Prior to 2009, Mr. Armstrong served as Head of Mergers and Acquisitions, Private Equity Coverage and Leveraged Capital at what is now Wells Fargo’s Investment Bank. Mr. Armstrong also worked as an investment banker in the late 1980s and 1990s for Citigroup and Morgan Stanley. Mr. Armstrong resides in Charlotte, North Carolina and is actively engaged in the community. He received an M.B.A. from the Darden School of Business, a B.S. from the McIntire School of Commerce and is a Chartered Financial Analyst.

We believe Mr. Armstrong is qualified to serve on our Board because of his extensive financial experience.

Susan Jones. Ms. Jones has served as a member of our Board since June 2021. Ms. Jones spent 15 years of her career at Nutrien Ltd. (NYSE: NTR), a multibillion-dollar global mining and agricultural enterprise. Her most recent role prior to retirement in October 2019 was serving as Executive Vice President and Chief Executive Officer of Potash, the world’s largest underground soft-rock miner. Over the course of her career, Ms. Jones has served in roles ranging from Executive Vice President and Senior Vice President, Phosphate Business Unit, Chief Legal Officer, Business Development and Strategy, Managing Director of European Operations and several other critical leadership positions. Ms. Jones has served on the board of TC Energy Corporation (NYSE: TRP), a $50 billion market cap energy infrastructure company, since May 2020 and Arc Resources Ltd. (OTCMKTS: AETUF), an oil and gas company and its predecessor company, since May 2020. Ms. Jones previously advised the boards of both Agrium Inc. and Nutrien, as an executive, and also previously served on the boards of Gibson

Energy Inc. (OTCMKTS: GBNXF) and Canpotex Limited. Ms. Jones received an L.L.B. from the University of Ottawa (Canada) and a B.A. in Political Science and Hispanic Studies from the University of Victoria (Canada). She also earned a Leadership Diploma from the University of Oxford and holds a Director Certificate from Harvard University.

We believe Ms. Jones is qualified to serve on the Board given her extensive mining, chemicals, supply chain and sales experience as well as her legal and board governance background.

The Nominating and Corporate Governance Committee is responsible for, among other things, overseeing succession planning for directors and ensuring that we have a qualified board to oversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders. In this regard, the committee is charged with developing and recommending Board membership criteria to the Board for approval, evaluating the composition of the Board annually to assess the skills and experience that are currently represented on the Board and the skills and experience that the Board may find valuable in the future, and identifying, evaluating and recommending potential director candidates.

When identifying potential candidates for Board membership, the Nominating and Corporate Governance Committee considers recommendations of third-party search firms, directors, stockholders, management and other sources. The committee does not distinguish between nominees recommended by stockholders and other nominee recommendations. Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities. As part of this vetting process, the committee, as well as other members of the Board and the Chief Executive Officer, conduct interviews with the candidates. If the committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.

In assessing potential candidates for Board membership and in assessing Board composition, the Nominating and Corporate Governance Committee considers a wide range of factors, including the director’s leadership experience, financial expertise and industry knowledge. In addition, the Nominating and Corporate Governance Committee believes, generally, it is important for all Board members to possess the highest personal and professional ethics, integrity and values, an inquisitive and objective perspective, a sense for priorities and balance, the ability and willingness to devote sufficient time and attention to Board matters, and a willingness to represent the long-term interests of all our stockholders.

The Nominating and Corporate Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.

In addition to the factors discussed above, the Nominating and Corporate Governance Committee considers a potential director’s ability to contribute to the diversity of the Board, including gender, race, ethnic and national background, geography, age and sexual orientation. The Nominating and Corporate Governance Committee considers these factors in connection with its annual evaluation of the composition and effectiveness of the Board. In this regard, our current Board of five directors includes one female director (20%) and two directors who are racially/ethnically diverse (40%).

In accordance with Nasdaq’s recently adopted board diversity listing standards, we are disclosing aggregated statistical information about our Board’s self-identified gender and racial characteristics and LGBTQ+ status as voluntarily confirmed to us by each of our directors.

The Nominating and Corporate Governance Committee also considers director candidates recommended by our stockholders. Any stockholder who wishes to propose director nominees for consideration by our Nominating and Corporate Governance Committee, but does not wish to present such proposal at an annual meeting of stockholders, may do so at any time by directing a description of each nominee’s name and qualifications for board membership to the chair of the Nominating and Corporate Governance Committee by contacting the Secretary of the Company (the “Secretary”) at the address set forth on the first page of this Proxy Statement. The recommendation should contain all of the information regarding the nominee required under the “advance notice” provisions of our amended and restated bylaws (which can be provided free of charge upon request by writing to the Secretary at the physical address set forth on the first page of this Proxy Statement). The Nominating and Corporate Governance Committee evaluates nominee proposals submitted by stockholders in the same manner in which it evaluates other director nominees.

The Board does not require the separation of the offices of the Chair of the Board and the Chief Executive Officer. The Board recognizes that there is no single, generally accepted board leadership structure that is appropriate across all circumstances, and that the right structure may vary as circumstances change. As such, the Board periodically reviews its leadership structure to evaluate whether the structure remains appropriate for the Company. At any time when the positions of Chair of the Board and Chief Executive Officer are held by the same person, the independent directors of the Board will designate an independent director to serve as the lead independent director.

Our Board has designated an independent member of the Board, Jeff Armstrong, to serve as Chair of the Board. Our Board believes that its programs for overseeing risk, as described in the “Board Risk Oversight” section below, would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

The directors generally meet in executive session at every regular Board and committee meeting. The Chair of the Board or respective committee presides at these executive sessions. In addition, the independent directors meet in executive session at regular Board and committee meetings, and the independent Chair of the Board or respective committee presides at these executive sessions. The purpose of these executive sessions is to encourage and enhance communication among non-management and independent directors.

Nasdaq listing rules require a majority of a listed company’s board of directors be comprised of independent directors who, in the opinion of the board of directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Exchange Act.

Our Board undertook a review of its composition and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including the beneficial ownership of our capital stock by each non-executive director, our Board has determined that Messrs. Armstrong, Beristain and Demby and Ms. Jones qualify as “independent directors” as defined by the Nasdaq listing rules. Mr. Phillips is not deemed to be independent under Nasdaq listing rules by virtue of his employment with the Company. Former directors Anastasios Arima and Levi Mochkin, who resigned from the Board on June 1, 2021, were not independent during the period they served on our Board. Former director Todd Hannigan, who retired from the Board on April 22, 2022, was independent during the period he served on our Board.

Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfies the heightened independence standards for audit committees and compensation committees, as applicable, established by SEC and Nasdaq listing rules. As described elsewhere in this proxy statement, we effected a Redomiciliation effective on May 17, 2021, as a result of which we moved our place of incorporation from Australia to the State of Delaware in the United States. As of that date, we ceased to be a foreign issuer and became subject to the rules of the SEC and Nasdaq applicable to domestic corporations.

Our Board has a separately designated Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at www.piedmontlithium.com/about/, under “Governance.” The committees of the Board were formed when the Company completed its Redomiciliation in May 2021. As a result, all of the meetings referred to below occurred in the second half of 2021.

Audit Committee. The primary responsibilities of our Audit Committee are to monitor the integrity of our consolidated financial statements, the independence and qualifications of our independent auditors, the performance of our accounting staff and independent auditors, our compliance with legal and regulatory requirements and the effectiveness of our internal controls. The Audit Committee is also responsible for selecting, retaining (subject to stockholder approval), evaluating, setting the compensation of and, if appropriate, recommending the termination of our independent auditors.

Mr. Beristain qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules.

Compensation Committee. The primary purpose of our Compensation Committee is to assist the Board in discharging its responsibilities relating to compensation of the Company’s executive officers and directors. Among its specific duties and responsibilities, the Compensation Committee will:

The Compensation Committee may delegate its authority to one or more subcommittees or one member of the committee. The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans but will not be present during voting or deliberations on their own compensation. The committee has the authority to engage independent advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee periodically engages an outside consultant to advise on compensation-related matters.

Nominating and Corporate Governance Committee. The purpose, duties and responsibilities of the Nominating and Corporate Governance Committee are to identify individuals qualified to become members of

the Board (consistent with criteria approved by the Board); recommend to the Board the Company’s director candidates for election at the annual meeting of stockholders; and perform a leadership role in shaping the Company’s corporate governance. Among its specific duties and responsibilities, the Nominating and Corporate Governance Committee will:

We believe that risk management is an important part of establishing and executing on the Company’s business strategy. Our Board, as a whole and at the committee level, focuses its oversight on the most significant risks facing the Company and on its processes to identify, prioritize, assess, manage and mitigate those risks. The committees oversee specific risks within their purview, as follows:

Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks. While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.

As previously disclosed, the Board met 11 times during the year ended June 30, 2021, which includes both meetings of the Board of Piedmont Australia prior to the Redomiciliation and meetings of the Board of the Company after the Redomiciliation. The Board met five times during the six-months ended December 31, 2021. During fiscal 2021 and the six months ended December 31, 2021, each member of the Board attended 100% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee.

Directors are encouraged to attend the annual meeting of stockholders absent unusual circumstances. Four directors attended the annual meeting on February 3, 2022.

Stockholders and other interested parties may communicate with our Board or a particular director by sending a letter addressed to the Board or a particular director to our Secretary at the address set forth on the first page of this Proxy Statement. These communications will be compiled and reviewed by our Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications, such as advertisements, solicitations and hostile communications.

Our Board has adopted a Code of Business Conduct and Ethics that establishes the standards of ethical conduct applicable to all our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets and how to report compliance concerns. A copy of the code is available on our website located at www.piedmontlithium.com/about/, under “Governance.” Our Board is responsible for applying and interpreting the code in situations where questions are presented to it. To the extent required under the Nasdaq listing rules and SEC rules, we intend to disclose future amendments to certain provisions of this Code, or waivers of such provisions, applicable to any of our executive officers or directors, on our website identified above.

We have a policy that prohibits our directors, officers, employees and consultants from engaging in (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) hedging transactions.

None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of our Board or the Compensation Committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Members of the Board are paid fees for their primary board activities. Non-executive directors also receive additional compensation for other services provided to the Company, including, but not limited to, membership of committees (see the chart below). In addition to the fees paid in cash, each non-executive director, subject to stockholder approval, is entitled to receive an initial award of RSUs having a value of $70,000 based on the closing price of the Company’s common stock on the date of grant, which RSUs award vests immediately upon stockholder approval.

Ian Middlemas served as Chairman of the Board and as a non-executive director in fiscal 2021. Mr. Middlemas retired from the Board on December 9, 2020. Mr. Middlemas did not receive compensation for his services in 2021.

Our non-executive director compensation for 2022 is as follows:

We require our directors to own significant amounts of our stock. Each non-executive director is required to accumulate stock equal to 5x the cash component of a non-executive director’s annual retainer (excluding any retainers for service on committees of the Board and any retainers for Board and committee leadership). Non-executive directors have five years to meet the requirement measured from the date the policy was adopted or, if later, the time they are first retained as directors.

Individual and joint holdings of the Company’s stock with immediate family members, including those shares held in the Company’s 401(k) plan and any deferred compensation accounts, count toward the policy. Until a director holds the requisite number of shares of Company stock, the director may not sell more than 50% of the shares, net of shares sold for tax obligations, acquired from the vesting of stock awards. However, prior to meeting our stock ownership guidelines, a director is permitted to sell, without restriction, shares of Company stock purchased directly or indirectly by the director.

All non-executive directors either comply or are on track to comply with the policy.

We have entered into indemnification agreements with our directors and our executive officers. The indemnification agreements and our amended and restated bylaws require us to indemnify these individuals to the fullest extent permitted by Delaware law.

Patrick Brindle. Mr. Brindle has served as our Executive Vice President and Chief Operating Officer since March 2022 and previously held the position of Chief Development Officer from May 2021 until March 2022. From January 2018 to May 2021, Mr. Brindle served as our Vice President and Project Manager. Prior to joining the Company, from January 2000 to December 2017, he worked in various roles in engineering and management including as Vice President of Engineering with DRA Taggart, LLC, a subsidiary of DRA Global Limited (ASX: DRA), an engineering firm specialized in project delivery of mining and mineral processing projects globally. Over his career, Mr. Brindle has held various management and senior engineering roles, including multi-year expatriate assignments, and has completed EPC projects in diverse jurisdictions, including the U.S., Canada, China, Mongolia, Brazil, Russia and others. Mr. Brindle received a B.S. in Environmental Science and a B.S. in Civil Engineering from Virginia Tech.

Bruce Czachor. Mr. Czachor has served as our Executive Vice President and Chief Legal Officer and Secretary since August 2021. He joined the Company in December 2018 on a part-time basis as our Vice President and General Counsel and served as legal consultant for most of 2020 before rejoining as our Vice President and General Counsel in December 2020. Mr. Czachor has over 34 years of experience in general corporate matters, corporate governance, capital markets, bank finance, mergers and acquisitions, joint ventures, licensing agreements and commercial transactions, and was a partner at Shearman & Sterling LLP and Orrick, Herrington & Sutcliffe LLP. Over his career, Mr. Czachor has represented a wide variety of businesses, ranging from Fortune 500 companies to start-ups, and he has extensive experience in the mining, energy and cleantech industries. Mr. Czachor received a J.D. from New York Law School and a B.A. in Political Science from Binghamton University. He is admitted to practice in New York, New Jersey and California.

Michael White. Mr. White has served as our Executive Vice President and Chief Financial Officer since May 2021. Prior to joining the Company, Mr. White served as Vice President, Chief Accounting Officer and Corporate Controller of ChampionX Corporation (Nasdaq: CHX), formerly Apergy Corporation, a multibillion-dollar manufacturing, chemicals and services public company, where he was responsible for leading the company’s global accounting and financial reporting. In that role, Mr. White led enterprise-wide transformation of the global controllership function, created sustainable financial reporting with key performance metrics for operational leadership and provided financial leadership related to mergers and acquisition activities, including a successful IPO. Prior to ChampionX, Mr. White served as Senior Vice President, Chief Accounting Officer and Corporate Controller for Aegion Corporation, a global manufacturing company serving the industrial, oil and gas and water industries. He has held senior financial leadership positions throughout his 25-year career with companies primarily in the energy and technology sectors, including roles as Chief Financial Officer of Baker Energy and as a manager in the assurance practice with Ernst & Young LLP. Mr. White received a B.B.A. in Accounting and Finance from the University of Houston, C.T. Bauer College of Business and is a C.P.A.

Our compensation program is driven by our corporate strategies and objectives and is subject to ongoing review and development during 2022 and future years.

Our executive compensation program has three primary elements: base salary, annual incentives (i.e., cash bonuses) and at-risk, long-term equity incentives (i.e., stock awards). Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. The Compensation Committee made the following executive compensation decisions between July 1, 2021, and December 31, 2021:

The Board and Compensation Committee strive to set a competitive level of total compensation for each NEO, as compared with executive officers in similar positions at peer companies. For purposes of setting 2022 compensation levels for the NEOs, the Compensation Committee, in conjunction with the recommendation of Pearl Meyer, approved the Company’s 2022 Compensation Peer Group and made the following decisions:

Our senior executives are integral to executing the Company’s strategic plan, driving performance that rewards our stakeholders, fostering our culture and achieving other Company business objectives. The programs are intended to attract and retain high performing leadership. Our current executive compensation program is designed to support these objectives, create a pay-for-performance culture and built on the following principles:

Our executive compensation philosophy is supported by the following principal elements of pay:

The Role of the Compensation Committee—The Compensation Committee oversees the executive compensation program for our NEOs. The Committee is comprised of independent, non-employee members of the Board. The Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at www.piedmontlithium.com/about under “Governance.” The Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Committee.

The Role of Management—Members of our management team attend regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated; however, they are not present in the board room, nor do they participate in discussions about their own pay. Only the Compensation Committee members are allowed to vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to NEOs’ and non-NEOs’ pay with the Compensation Committee providing transparency and oversight. Decisions on non-NEO pay are made by the CEO. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation. The Board makes all final determinations regarding CEO compensation.

Engagement of Compensation Consultant—The Compensation Committee has retained Pearl Meyer as its sole independent compensation consultant. Pearl Meyer does not provide any services to the Company other than advice to and services for the Compensation Committee relating to compensation of all executives and the Nominating and Corporate Governance Committee relating to compensation of the non-executive directors. The

independent compensation consultant may provide other consulting services to the Company, on a limited basis and only with approval from the Compensation Committee or the Nominating and Corporate Governance Committee. The Compensation Committee reviews services provided by its independent compensation consultant on at least an annual basis.

The Compensation Committee reviewed all factors relevant to the independence of Pearl Meyer, including:

As a result of such evaluation, and a certification from Pearl Meyer regarding its independence, the Compensation Committee has determined that Pearl Meyer is independent.

Market Compensation Data and the Role of Peer Group Companies—The Compensation Committee strives to set a competitive level of total compensation for each NEO, when compared with executive officers in similar positions at peer companies. For purposes of setting 2022 compensation levels, and in conjunction with the recommendation of Pearl Meyer, the Compensation Committee considered market data, including publicly available data for the 2022 Compensation Peer Group along with industry specific survey data, where appropriate. Generally, selection criteria for determining and reviewing the 2022 Compensation Peer Group included factors such as: (i) industry and business characteristics comparable to the Company, (ii) comparable stage of development including pre-revenue mineral resource companies, (iii) competition for executive talent in the battery materials and electric vehicle supply chains, (iv) have generally similar compensation models, and (v) data availability. Our 2022 Compensation Peer Group includes a cross section of mineral resource, clean energy and specialty chemical companies with a median market capitalization of $1.2 billion and median revenues of $380 million.

The 2022 Compensation Peer Group consists of the following:

It is important to note that this market data is not the sole determinant in setting pay levels for our NEOs. Actual pay levels can be above or below the targeted levels depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors. In general, the Compensation Committee aims to balance general internal and external equity while reserving the right to use discretion to deviate, when necessary and appropriate, to recruit and/or retain employees.

Executive Stock Ownership Guidelines—We believe it is important to directly align the interests of our executives with the interests of our stockholders, and as such, we require our NEOs to own significant amounts of our stock as shown below. The required amounts are set at multiples of base salary. Executives have five years from the time the policy was adopted or, if later, the time they are first hired or promoted into a position at the executive vice president level or above to meet the requirement. All named NEOs are on track to comply with our stock ownership requirements.

The number of shares of Company stock that must be held depends upon the executive officer’s base salary on the date of hire, date of promotion or the Company’s defined measurement date. Our defined measurement date is January 2nd of each year (or if such date is not a trading date, then the next trading date). The number of shares of Company stock an executive officer must hold is based on the following table:

The following holdings of Company stock, or Company stock equivalents, count toward stock ownership guidelines:

Performance-based stock awards and stock options (whether vested or unvested) do not count toward stock ownership guidelines.

Until the executive officer holds the requisite number of shares of Company stock, the executive officer may not sell more than 50% of the shares, net of shares sold for tax obligations, acquired from the vesting of stock awards and stock options. However, prior to meeting stock ownership guidelines, an executive officer is permitted to sell, without restriction, shares of Company stock purchased directly or indirectly by the executive officer.

Annual Performance-Based Incentive Compensation—Performance-based annual incentives are designed to motivate and reward our executives for achievements relative to our goals and expectations for each fiscal year. Target annual bonus opportunities are expressed as a percentage of base salary and established according to the NEO’s level of responsibility and ability to impact overall results.

For calendar year 2021, our NEOs had the opportunity to earn a performance-based annual cash bonus with actual payouts depending on the Compensation Committee’s assessment of the Company’s performance. Historically, actual payouts have been based on the performance achievements relative to various KPIs as set by the Board in the first quarter of the calendar year and have included completion of: (i) successful exploration activities; (ii) successful development activities; and (iii) successful corporate activities. However, for calendar year 2021, given that the Compensation Committee was conducting an extensive review and evaluation of the Company’s executive compensation program and considering design changes to its overall structure, annual incentive awards were based on a qualitative assessment of performance results relative to how the NEOs contributed to the execution of our strategic priorities for the year. Material considerations in determining annual cash bonuses for 2021 included the following key achievements:

Board. Target annual incentives are expressed as a percentage of base salary and were established based on the NEO’s level of responsibility and their ability to impact overall results. The Compensation Committee also considers market data in setting target annual incentives. Target annual incentives as a percent of salary for 2022 are as follows: Mr. Phillips at 100%, Mr. Brindle at 56%, and Messrs. Czachor and White at 50%.

For 2022, the Compensation Committee has developed KPIs for NEOs for application at the end of 2022.

Long-Term Performance-Based Incentives. For 2022, the Board approved long-term equity incentive awards under the Stock Plan. The Compensation Committee granted the equity awards using a mix of PSUs and stock options.

The PSUs will vest based on continued employment through the vesting dates and satisfaction of various performance conditions 25% each, based on completion of four specific accomplishments that are aligned with long-term shareholder value creation:

If not vested, the PSUs will expire on December 31, 2024.

There are two categories of stock options with two vesting schedules:

Stock options provide meaningful incentives for management to execute on long-term financial and strategic growth goals that drive shareholder value. That is because stock options only provide value to the NEOs if the price of the Company’s stock appreciates over time. Specifically, the value of the award depends on the price of the Company’s common stock in the future as compared to the exercise price of the options granted. The exercise price of the stock options under this award was $55.00, which was a 13.8% premium to the 5-day volume weighted average price of the Company’s common stock as of the date of the grant, February 27, 2022. There can be no assurance that any value will be realized.

The Company maintains a trading policy that prohibits any hedging, pledging or short selling (profiting if the market price decreases) of Company securities by any director or employee whose function and responsibilities provide access to material, non-public information about the Company. The trading policy also prohibits such persons from pledging Company securities as collateral in a margin account with a broker-dealer.

The key provisions of the employment agreements are set out below for each of our NEOs. None of these employment agreements have termination dates.

Mr. Phillips, our President and Chief Executive Officer, entered into an at-will employment agreement with us on September 22, 2021, which may be terminated for any reason at any time. This agreement was entered into in connection with the Redomiciliation to supersede Mr. Phillips’ prior agreement with Piedmont Lithium Carolinas, Inc. (“Piedmont Carolinas”) and Piedmont Australia, pursuant to which he served as President and Chief Executive Officer. The agreement provided Mr. Phillips a base salary and a discretionary annual bonus with a target bonus amount equal to 75% of base salary, with the ability to earn a maximum amount of up to 200% of the target bonus amount based upon performance criteria determined by the Board or the Compensation Committee. The employment agreement also provides that it is currently contemplated that Mr. Phillips will receive an annual equity-based compensation award having a fair value equal to approximately 125% of base salary. In the event of a termination of employment by the Company without cause or by Mr. Phillips for good reason, not in connection with a change in control, Mr. Phillips is entitled to (i) a lump sum severance payment equal to 24 months of base salary, (ii) 24 months of company-paid COBRA coverage and (iii) full vesting of unvested equity awards (with performance-based awards vesting at the target level of performance). The agreement provides that in the event of a termination of employment by the Company without cause or by Mr. Phillips for good reason within three months prior to or 12 months following a change in control, Mr. Phillips will be entitled to (i) cash severance equal to 2.5 times base salary plus target bonus, (ii) a pro-rata bonus for the year of termination based on the target level performance, (iii) payment of the annual bonus earned for the prior year, to the extent unpaid at the time of termination, (iv) 30 months of Company-paid COBRA coverage, and (v) full vesting of unvested equity awards (with performance-based awards vesting at the target level of performance).

Messrs. Brindle, Klanecky, Czachor and White entered into at-will employment agreements with us in 2021: (i) Mr. White on April 22, 2021; (ii) Mr. Klanecky on June 18, 2021; and (iii) Messrs. Brindle and Czachor on September 22, 2021. These employment agreements may be terminated for any reason at any time. The agreements were entered into in connection with the Redomiciliation.

Messrs. Brindle and Czachor’s agreements provide for a base salary and a discretionary annual bonus with a target bonus amount equal to 50% of base salary, with the ability to earn a maximum amount of up to 200% of the target bonus amount based upon performance criteria determined by the Board or the Compensation Committee. Mr. White’s agreement provides for a base salary and a discretionary annual bonus with a target bonus amount equal to 50% of base salary. The amount actually paid will be based upon whether key performance indicators are achieved. The employment agreements also provide that it is currently contemplated that each executive will receive an annual equity-based compensation award having a fair value equal to approximately 75% of base salary. Each of the employment agreements with such executives provides that in the event of a termination of employment by the Company without cause or by such executive for good reason, not in connection with a change in control, the executive is entitled to (i) a lump sum severance payment equal to 12 months of base salary, (ii) 12 months of company-paid COBRA coverage and (iii) full vesting of unvested equity awards (with performance-based awards vesting at the target level of performance). The agreements provide that in the event of a termination of employment by the Company without cause or by the executive for good reason within 3 months prior to or 24 months following a change in control, the executive will be entitled to (i) cash severance equal to 2.0 times base salary plus target bonus, (ii) a pro-rata bonus for the year of termination based on actual performance, (iii) payment of the annual bonus earned for the prior year, to the extent unpaid at the time of termination, (iv) 24 months of Company-paid COBRA coverage, and (v) full vesting of unvested equity awards (with performance-based awards vesting at the target level of performance).

The NEOs are eligible to participate in employee benefit plans and programs, including medical plans, dental and vision coverage, short-term and long-term disability insurance and term life insurance, to the same extent as the Company’s other full-time employees, subject to the terms and eligibility requirements of those plans. The NEOs have also participated in a 401(k) defined contribution plan, subject to limits imposed by the Internal Revenue Code, to the same extent as the Company’s other full-time employees.

We do not maintain any defined benefit pension plans or any nonqualified deferred compensation plans.

Under Section 162(m) of the Internal Revenue Code, as amended by the Tax Cuts and Jobs Act of 2017, the Company may not deduct, for tax purposes, compensation in excess of $1 million paid to “covered individuals” (as defined in Section 162(m), which includes all of the Executive Officers). Due to the deduction limitation, compensation in excess of $1 million paid to the Executive Officers is not deductible by the Company for federal income tax purposes.

The Compensation Committee will continue to consider tax implications (including the lack of deductibility under Section 162(m)), among other relevant factors, when designing and implementing our executive compensation program. The Compensation Committee will continue to monitor taxation, applicable incentives, standard practice in our industry and other factors and adjust our executive compensation program as needed.

Pursuant to the terms of the employment agreements, each executive is eligible to receive severance payments and benefits in connection with certain qualifying terminations of employment, as well as enhanced severance payments and benefits if such qualifying terminations of employment occur in connection with a “Change in Control” (as defined in each employment agreement) as described above in the section titled “Employment Agreements.”

We determined that the annual total compensation for the full calendar year 2021 of the employee identified at median out of all our employees who were employed as of December 31, 2021, other than our CEO, Mr. Phillips, was $203,386. Mr. Phillips’ annual total compensation for the full calendar year 2021 was $1,745,173, and the pay ratio of Mr. Phillips’ total compensation to the total compensation of the median-compensated employee was 9 to 1. Mr. Phillips’ annual total compensation, for purposes of calculating this pay ratio, differs from what is reported in the Summary Compensation Table, which only reflects the six months ended December 31, 2021 and the fiscal year ended June 30, 2021 and does not reflect annual total compensation for the full calendar year 2021.

To identify the median compensated employee, we used cash compensation consisting of annual base salary, annual bonus and long-term compensation valued as of the grant date. We annualized the base salary for anyone hired during the year.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

The following table sets forth potential payments payable to our NEOs upon termination of employment. The amounts include compensation payable upon termination without cause, resignation for good reason (together with a termination without cause a “covered termination”), termination following a change in control, and termination in the event of disability or death. None of the NEOs are entitled to any additional payments upon termination with cause or due to the NEO’s death, disability or resignation without good reason, except that Mr. Phillips is entitled to continued vesting of some outstanding and unvested stock options if his employment terminates due to “retirement,” which is defined as his voluntary separation from employment after attaining the age of 63. Mr. Phillips had not attained the age of 63 as of December 31, 2021 and thus would have been entitled to such continued vesting had he retired on that date. The effect of a NEO’s termination of employment is described above in the section titled “Employment Agreements.” The amounts shown in the table below assume the stock options and stock awards are valued at their last intrinsic value in the period ending December 31, 2021 and that termination of employment was effective December 31, 2021, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the NEOs upon their termination. The actual amounts to be paid out can only be determined at the time of such NEO’s separation from the Company. The amounts shown in the table do not include accrued vacation, vested amounts payable under the Company’s 401(k) plan, any accrued but unpaid bonus or base salary, benefits under the Company’s disability benefit program or life insurance policies, or potential compensation recognized upon exercise of vested options as disclosed in the Outstanding Equity Awards table above.

The related party transactions described above were consummated prior to our adoption of the formal, written policy and, accordingly, the foregoing policies and procedures were not followed with respect to these transactions. However, we believe that the transactions described above were on normal commercial terms and the conditions no more favorable than those available to other non-related parties.

Touche Tohmatsu to make reference to the subject matter of the disagreements in connection with its reports; or (ii) reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

The Audit Committee, on and effective as of June 9, 2021, appointed Deloitte as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2021. Deloitte was also retained to audit the transition period for the six months ended December 31, 2021. During the Company’s fiscal year ended June 30, 2021, and the subsequent transition period through December 31, 2021, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.