Not independent
Tenure on this board
1.5 yrs
2 nominees · 3 ballot items.
Elect two Class III directors; ratify KPMG LLP as independent auditors for 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay).
Elect two Class III directors nominated by the Board to serve three-year terms expiring at the 2029 Annual Meeting of Stockholders.
Ratify the Audit Committee’s appointment of KPMG LLP as Intrepid’s independent registered public accounting firm for the year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (a 'say-on-pay' vote).
This management-sponsored advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s 2025 executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and accompanying tables. Management seeks this advisory approval to obtain shareholder feedback on its pay practices and to confirm that its mix of base salary, annual cash incentive bonuses tied to Adjusted EBITDA, production costs, safety and other performance metrics, and long-term equity awards (time-based RSAs and multiple PSU vehicles) is consistent with shareholder interests. The Compensation Committee emphasizes pay-for-performance through substantial at-risk compensation and multi-year performance metrics (absolute and relative TSR and cost-per-ton reductions), and it uses peer benchmarking and an independent compensation consultant to set targets and grant values. The Board notes that the vote is advisory and non-binding but states it will consider the outcome when making future compensation decisions, reflecting an intent to be responsive to investor sentiment. Contextually, the Company highlights strong 2025 operational results that drove above-target bonus payouts and material equity awards sized to retain executives during transformation initiatives, which the Board believes justifies its recommendation. Critics could argue that the complexity and backdating of sizing adjustments to certain PSU awards (additional rTSR PSUs granted in May 2025 to align grant value with intended target) and generous change-in-control and severance protections warrant closer shareholder scrutiny. The Board’s rationale for recommending a “FOR” vote is that the compensation program aligns management incentives with long-term stockholder value through a mix of multi-year performance metrics and retention-focused equity, balanced with stock ownership guidelines and clawback policy. In assessing the proposal, investors should weigh the program’s strong performance linkage and retention benefits against potential governance questions about award sizing adjustments and the levels of severance/change-in-control protections.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.32% | 714,401 | $31M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.79% | 509,730 | $22M |
| 3 | BlackRock, Inc. | 3.03% | 407,644 | $17M |
| 4 | AMERICAN CENTURY COMPANIES INC | 2.45% | 328,604 | $14M |
| 5 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.34% | 313,888 | $13M |
| 6 | BlackRock, Inc. | 2.26% | 303,782 | $13M |
| 7 | Goehring Rozencwajg Associates, LLC | 1.99% | 267,097 | $11M |
| 8 | STATE STREET CORP | 1.78% | 238,742 | $10M |
| 9 | GATE CITY CAPITAL MANAGEMENT, LLC | 1.67% | 224,275 | $10M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.65% | 222,271 | $10M |
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