Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 27, 2022, Gina Stryker, who had
served on the Board of Directors (the “Board”) of TMC the metals company Inc. (the “Company”) since the closing
of the Company’s business combination transaction in September 2021 and was a member of the Audit Committee of the Board, resigned
from the Board. Her resignation was not the result of any disagreement with the Company relating to the Company’s operations, policies
or practices. The Company thanks Ms. Stryker for her service and contributions to the Board and the Company.
Current independent director Sheila Khama
was appointed to serve on the Audit Committee of the Board following Ms. Stryker’s resignation from the Board.
(d)
On September 29, 2022, the Board appointed Andrew C. Greig to the Board, for a term to continue until the 2023 annual meeting
of the Company’s shareholders or until his earlier death, resignation or removal.
Mr. Greig, age 65, has 35 years of experience
in the mining and natural resource industry with Bechtel Group Inc., a global engineering, construction and project management company,
before his retirement in 2015. He brings direct experience in developing minerals, resource, power, refining, and chemical projects in
20 countries across six continents. Mr. Greig was formerly a director and then board observer of legacy DeepGreen Metals, Inc. A resident
of Australia, Mr. Greig earned a graduate diploma in business from Monash University, Melbourne.
Pursuant
to the Company’s Nonemployee Director Compensation Policy, Mr. Greig was granted 95,238 restricted stock units under the
Company’s 2021 Equity Incentive Plan, the amount of which was determined by dividing $100,000 by the closing price of the
Company’s Common Shares on the Nasdaq Stock Market on September 30, 2022. The restricted stock units will vest in equal
annual installments over three years from the date of the grant, subject to Mr. Greig’s continued service on the Board on the
applicable vesting dates. Mr. Greig has also entered into the Company’s standard form of indemnity agreement, the form of
which was filed as Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on September 15, 2021.
There
are no arrangements or understandings between Mr. Greig and any other person pursuant to which Mr. Greig was selected as a director, nor,
except as set forth below, are there any transactions between Mr. Greig and the Company in which he has a direct or indirect material
interest that the Company is required to report pursuant to the rules and regulations of the Securities and Exchange Commission. In addition
to the restricted stock units referred to above Mr. Greig will receive in connection with his appointment to the Board, Mr. Greig owns
4,095,827 of the Company’s Common Shares, 89,365 of the Company’s Class A Special Shares, 178,729 of the Company’s Class
B Special Shares, 178,729 of the Company’s Class C Special Shares, 357,459 of the Company’s Class D Special Shares,
357,459 of the Company’s Class E Special Shares, 357,459 of the Company’s Class F Special Shares, 446,824 of the Company’s
Class G Special Shares and 446,824 of the Company’s Class H Special Shares, which are registered on the Company’s Registration
Statement on Form S-1 initially filed with the Securities and Exchange Commission on October 7, 2021, as amended, pursuant to the Company’s
Amended and Restated Registration Rights Agreement, dated September 9, 2021, which was filed as Exhibit 10.5 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2021, to which Mr. Greig is a party, and options
to purchase 716,916 of the Company’s Common Shares, all of which were received by Mr. Greig upon closing of the Company’s
business combination transaction in September 2021 in exchange for his former security ownership of legacy DeepGreen Metals, Inc.